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|UNITED STATES 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 March 29, 2009              
|                                                      
|Commission File No. 0-7647                            
|                                                      
|                                                      
|HAWKINS, 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: |  | COMMON STOCK, PAR VALUE $.05 PER SHARE
|Name of exchange on which registered:                        |  | Nasdaq Global Market                  
|Securities registered pursuant to
 Section 12(g) of the Act: |  | NONE                                  

|                                                                                                                              
|------------------------------------------------------------------------------------------------------------------------------
|Indicate by check mark if
 the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
 Securities Act.     
|YES
 o  NO x                                                                                                                  
|                                                                                                                              
|Indicate by check mark if
 the registrant is not required to file reports pursuant to Section 13 or
 Section 15(d) of the Act.
|YES
 o  NO x                                                                                                                  

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 o

|                                                                                                                                                                                                                                                                                                                                                                
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Indicate by
 check mark whether the registrant has submitted electronically and posted on
 its corporate Web site, if any, every Interactive Data File required to be
 submitted and posted pursuant to Rule 405 of Regulation S-T during the
 preceding 12 months (or for such shorter period that the registrant was
 required to submit and post such files).
|YES o NO x                                                                                                                                                                                                                                                                                                                                                      

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 the 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. o

Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company (as defined in
Rule 12b-2 of the Exchange Act).

| |                           |                     |                         |                             | 
| | ------------------------- | ------------------- | ----------------------- | --------------------------- | 
| | Large Accelerated Filer o | Accelerated Filer x | Non-Accelerated Filer o | Smaller Reporting Company o | 

|                                                                                                                  
|------------------------------------------------------------------------------------------------------------------
|Indicate by check mark
 whether the registrant is a shell company (as defined in Rule 12b-2 of the
 Exchange Act).
|YES
 o  NO x                                                                                                      

The aggregate
market value of voting stock held by non-affiliates of the Registrant on
September 30, 2008 (the last business day of the Registrants most
recently completed second fiscal quarter) was $145,881,248 based upon the
closing sale price for the Registrants common stock 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 Trust.

As of May 31,
2009, the Registrant had 10,253,458 shares of common stock outstanding.





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DOCUMENTS INCORPORATED BY REFERENCE

Portions of
our Proxy Statement for the annual meeting of shareholders to be held August 5,
2009, are incorporated by reference in Part III.

FORWARD-LOOKING STATEMENTS

The information presented in
this Annual Report on Form 10-K contains forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934, as amended
(the Exchange Act). These forward-looking statements have been made pursuant
to the provisions of the Private Securities Litigation Reform Act of 1995.
These statements are not historical facts, but rather are based on our current
expectations, estimates and projections, and our beliefs and assumptions. We
intend words such as anticipate, expect, intend, plan, believe,
seek, estimate, will and similar expressions to identify forward-looking
statements. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of which are
beyond our control and are difficult to predict. These factors could cause
actual results to differ materially from those expressed or forecasted in the
forward-looking statements. These risks and uncertainties are described in the
risk factors and elsewhere in this Annual Report on Form 10-K. We caution you
not to place undue reliance on these forward-looking statements, which reflect
our managements view only as of the date of this Annual Report on Form 10-K.
We are not obligated to update these statements or publicly release the result
of any revisions to them to reflect events or circumstances after the date of
this Annual Report on Form 10-K or to reflect the occurrence of unanticipated
events.

As used in
this Annual Report on Form 10-K, except where otherwise stated or indicated by
the context, Hawkins, we, us, the Company, our, or the
Registrant
means Hawkins, Inc. References to fiscal 2010 means our fiscal year ending
March 28, 2010, fiscal 2009 means our fiscal year ended March 29, 2009,
fiscal 2008 means our fiscal year ended March 30, 2008 and fiscal 2007
means our fiscal year ended April 1, 2007.

PART I

|        |         
|------- | --------
|ITEM 1. | BUSINESS

Hawkins,
Inc. distributes, blends
and manufactures bulk and specialty chemicals for our customers in a wide
variety of industries. We began our operations primarily as a distributor of
bulk chemicals with a strong customer focus. Over the years, we have maintained
the strong customer focus and have expanded our business by increasing our
sales of value-added specialty chemical products, including repackaging,
blending and manufacturing certain products. In recent years, we significantly
expanded the sales of our higher-margin blended and manufactured products,
including food-grade products such as our patented Cheese-Phos® liquid
phosphate. We expect the specialty chemical portion of our business to continue
to grow. We believe that we create value
for our customers through superb service and support, quality products,
personalized applications and our trustworthy, creative employees.

We currently conduct our
business in two segments: Industrial and Water Treatment. Financial information
regarding these segments is reported in our Financial Statements and Notes to
Financial Statements. See Items 7 and 8 of this Annual Report on Form 10-K.

Industrial Segment.
Our Industrial Group operates this segment of our business, which specializes
in providing industrial chemicals, products and services primarily to the
agriculture, energy, electronics, food, chemical processing, pulp and paper,
pharmaceutical, medical device and plating industries. The groups principal
products are acids, alkalis and industrial and food-grade salts.

The Industrial
Group:

| |   |                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Receives,
 stores and distributes various chemicals in bulk, including liquid caustic
 soda, sulfuric acid, hydrochloric acid, phosphoric acid, potassium hydroxide
 and aqua ammonia;         
| |  | Manufactures
 sodium hypochlorite (bleach), agricultural products and certain food-grade
 products, including our patented Cheese-Phos® liquid phosphate, lactates and
 other blended products;
| |  | Repackages
 water treatment chemicals for our Water Treatment Group and bulk industrial
 chemicals to sell in smaller quantities to our customers; and                                         
| |  | Performs
 custom blending of certain chemicals for customers according to customer
 formulas.                                                                                                  

The groups
sales are concentrated primarily in Wisconsin, Minnesota, Iowa, and North and
South Dakota, while the groups food-grade products are sold nationally. The
Industrial Group relies on a specially trained sales staff that works directly
with customers on their specific needs.

2

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The group
conducts its business primarily through distribution centers and terminal
operations. In fiscal 2009, we invested in two new facilities, which we expect
will expand the groups ability to service its customers. Our new facility in
Centralia, Illinois, will primarily serve our food-grade products business and
is expected to become operational in June 2009. We also opened a facility in
Minneapolis, Minnesota, to handle bulk chemicals sold to pharmaceutical
manufacturers. The total capital expenditures in fiscal 2009 on these two
facilities were approximately $7,500,000 with approximately $2,600,000 of
additional capital spending on these facilities expected in fiscal 2010. In May
2007, we purchased the assets of Trumark, Inc., a producer of antimicrobial
products for the food industry. Trumarks business is part of our Industrial
Group and its operations will be integrated with our operations at the
Centralia facility during fiscal 2010.

Water Treatment Segment. Our Water Treatment Group operates this
segment of our business, which specializes in providing equipment, chemicals
and solutions for potable water, municipal and industrial wastewater,
industrial process water and non-residential swimming pool water. The group has
the resources and flexibility to treat systems ranging in size from a small
single well to a multi-million-gallon-per-day treatment facility.

The group utilizes delivery
routes operated by our employees who serve as route driver, salesperson and
highly trained technician to deliver our products and diagnose our customers
water treatment needs. We believe that the high level of service provided by
these individuals allows us to serve as the trusted water treatment expert for
many of the municipalities and other customers that we serve. We also believe
that we are able to obtain a competitive cost position on many of the chemicals
sold by the Water Treatment Group due to the volumes of these chemicals
purchased by our Industrial Group.

The group operates out of
warehouses in 15 cities supplying products and services to customers in
Minnesota, Wisconsin, Iowa, North Dakota, South Dakota, Nebraska, Illinois,
Michigan, Montana, Missouri, Kansas and Wyoming. We opened two of these
warehouses in fiscal 2008 and one in the first quarter of fiscal 2010 to expand
the groups geographic coverage. Our Water Treatment Group has historically
experienced higher sales during April to September, primarily due to a seasonal
increase in chemicals used by municipal water treatment facilities.

Discontinued Operations.
In February 2009, we entered into two agreements whereby we agreed to sell our
inventory and enter into a marketing relationship regarding the business of our
Pharmaceutical Segment, which provided pharmaceutical chemicals to retail
pharmacies and small-scale pharmaceutical manufacturers. The transaction closed
in May 2009 and we have no significant obligations to fulfill under the
agreements. The results of the Pharmaceutical Segment have been reported as
discontinued operations in our financial statements for all periods presented
in this Annual Report on Form 10-K.

Raw Materials. We
have numerous suppliers, including many of the major chemical producers in the
United States. We typically have written distributorship agreements or supply
contracts with our suppliers that are periodically renewed. We believe that most
of the products we purchase can be obtained from alternative sources should
existing relationships be terminated. We are dependent upon the availability of
supplies of our raw materials. In the event that certain raw materials become
generally unavailable, suppliers may extend lead times or limit or cut off the
supply of materials to us. As a result, we may not be able to supply or
manufacture products for our customers. While we believe we have adequate
sources of supply for our raw material and product requirements, we cannot be
sure that supplies will be available in the future should shortages occur.

Intellectual Property.
We hold no patents, licenses or trademarks that we consider material to our
operations.

Customer Concentration.
No single customer represents more than 10% of our total sales, but the loss of
our five largest customers could have a material adverse effect on our results
of operations. Total aggregate sales to our five largest customers were $15.8
million in fiscal 2007, $22.4 million in fiscal 2008 and $46.0 million in
fiscal 2009. No single customer represents 10% or more of any of our segments
sales.

Competition. We
operate in a competitive industry and compete with many producers, distributors
and sales agents offering chemicals equivalent to substantially all of the
products we handle. Many of our competitors are larger than we are and may have
greater financial resources, although no one competitor is dominant in our
industry. We compete by offering quality products at attractive prices coupled
with outstanding customer service. Because of our long-standing relationships
with many of our suppliers, we are often able to leverage those relationships
to obtain products when supplies are scarce or to obtain competitive pricing.

Employees. We had
281 employees as of March 29, 2009, 52 of whom were covered by a collective
bargaining agreement.

About Us. Hawkins,
Inc. was founded in 1938 and incorporated in Minnesota in 1955. We became a
publicly-traded company in 1972. Our principal executive offices are located at
3100 East Hennepin Avenue, Minneapolis, Minnesota.

Available Information. We have made available, free of charge,
through our Internet website (http://www.hawkinsinc.com) our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, and, if applicable,
amendments to those reports, as soon as reasonably practicable after we
electronically file these materials with, or furnish them to, the Securities
and Exchange Commission. Reports of beneficial ownership filed by our directors
and executive officers pursuant to Section 16(a) of the Exchange Act are also
available on our website. We are not including the information contained on our
website as part of, or incorporating it by reference into, this Annual Report
on Form 10-K.

3

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|         |             
|-------- | ------------
|ITEM 1A. | RISK FACTORS

You should consider carefully the following
risks when reading the information, including the financial information,
contained in this Annual Report on Form 10-K.

Fluctuations in the
prices and availability of commodity chemicals, which are cyclical in nature,
could have a material adverse effect on our operations and the margins of our
products.

Periodically, we experience
significant and rapid fluctuations in the commodity pricing of raw materials.
The cyclicality of commodity chemical markets, such as caustic soda, primarily
results from changes in the balance between supply and demand and the level of
general economic activity. We cannot predict whether the markets for our
commodity chemicals will favorably impact our operations or whether we will
experience a negative impact due to oversupply and lower prices.

Our principal raw materials
are generally purchased under supply contracts priced according to
predetermined formulae dependent on price indices or market prices. The prices
we pay under these contracts generally lag the market prices of the underlying
raw material. The duration of our supply contracts has shifted from annual to
primarily quarterly or monthly in duration as a result of recent pricing
volatility. In addition, the cost of inventory we have on hand generally will
lag the current market pricing of such inventory. While we attempt to maintain
competitive pricing and stable margin dollars, the variability in our cost of
inventory from the current market pricing can cause significant volatility in
our margins realized. In periods of rapidly increasing market prices, the
inventory cost position will tend to be favorable to us, possibly by material
amounts. Conversely, in periods of rapidly decreasing market prices, the
inventory cost position will tend to be unfavorable to us, possibly by material
amounts. We do not engage in futures or other derivatives contracts to hedge
against fluctuations in future prices. We may enter into sales contracts where
the selling prices for our products are fixed for a period of time, exposing us to
volatility in raw materials prices that we acquire on a spot market or
short-term contractual basis. We attempt to pass commodity pricing changes to
our customers, but we may be unable to or be delayed in doing so. Our inability
to pass through price increases or any limitation or delay in our passing
through price increases could adversely affect our profit margins.

We are also dependent upon
the availability of supplies of our raw materials. In the event that raw
materials are unavailable, raw material suppliers may extend lead times or
limit or cut off supplies. As a result, we may not be able to supply or
manufacture products for some or all of our customers. For example, in calendar
2008 a miners strike in Canada significantly limited supplies of potassium
chloride, a key component of some of our products. Due to the resulting
shortage, many chemical companies were unable to supply their customers. While
we were able to obtain a supply of the product sufficient to meet our needs and
those of our customers, we cannot assure you that such supplies would be
available in the future should other similar shortages occur. Constraints on
the supply or delivery of critical raw materials could disrupt our operations
and adversely affect the performance of our business.

We operate in a
highly competitive environment and face significant competition and price
pressure.

We operate in a highly
competitive industry and compete with producers, manufacturers, distributors
and sales agents offering chemicals equivalent to substantially all of the
products we handle. Competition is based on several key criteria, including
product price, product performance and quality, product availability and
security of supply, responsiveness of product development in cooperation with
customers, and customer service. Many of our competitors are larger than we are
and may have greater financial resources. As a result, these competitors may be
better able than us to withstand changes in conditions within our industry,
changes in the prices and availability of raw materials, and changes in general
economic conditions. Additionally, competitors pricing decisions could compel
us to decrease our prices, which could adversely affect our margins and
profitability. Our ability to maintain or increase our profitability is
dependent upon our ability to offset decreases in the prices and margins of our
products by improving production efficiency and volume, shifting to higher
margin chemical products and improving existing products through innovation and
research and development. If we are unable to maintain our profitability or
competitive position, we could lose market share to our competitors and experience
reduced profitability.

Demand for our
products is affected by general economic conditions and by the cyclical nature
of many of the industries we serve, which could cause significant fluctuations
in our sales volumes and results.

Demand for our
products is affected by general economic conditions. A decline in general
economic or business conditions in the industries served by our customers could
have a material adverse effect on our business. Although our sales volumes
continue to grow in areas traditionally considered non-cyclical such as water
treatment, pharmaceutical and food products, many of our customers are in
businesses that are cyclical in nature, such as the industrial manufacturing,
surface finishing and energy industries which include the automobile parts
markets and the ethanol industry. Downturns in these industries could adversely
affect our sales and our financial results by affecting demand for and pricing
of our products.

4

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Our business is
subject to hazards common to chemical businesses, any of which could interrupt
our production and adversely affect our results of operations.

Our business is subject to
hazards common to chemical manufacturing, storage, handling and transportation,
including explosions, fires, severe weather, natural disasters, mechanical
failure, unscheduled downtime, transportation interruptions, chemical spills,
discharges or releases of toxic or hazardous substances or gases and other
risks. These hazards could cause personal injury and loss of life, severe damage
to or destruction of property and equipment, and environmental contamination.
In addition, the occurrence of material operating problems at our facilities
due to any of these hazards may diminish our ability to meet our output goals
and result in a negative public or political reaction. Many of our facilities
are bordered by significant residential populations which increase the risk of
negative public or political reaction should an environmental issue occur and
could lead to adverse zoning actions that could limit our ability to operate
our business in those locations. Accordingly, these hazards and their
consequences could have a material adverse effect on our operations as a whole,
including our results of operations and cash flows, both during and after the
period of operational difficulties.

Environmental, health and safety laws and
regulations cause us to incur substantial costs and may subject us to future
liabilities.

In the
jurisdictions in which we operate, we are subject to numerous federal, state
and local environmental, health and safety laws and regulations, including
those governing the discharge of pollutants into the air and water, and the
management and disposal of hazardous substances and wastes. The nature of our
business exposes us to risks of liability under these laws and regulations due
to the production, storage, use, transportation and sale of materials that can
cause contamination or personal injury if released into the environment.
Ongoing compliance with such laws and regulations is an important consideration
for us and we invest substantial capital and incur significant operating costs
in our compliance efforts. Governmental regulation has become increasingly
strict in recent years. We expect this trend to continue and anticipate that
compliance will continue to require increased capital expenditures and
operating costs.

If we violate
environmental, health and safety laws or regulations, in addition to being
required to correct such violations, we could be held liable in administrative,
civil or criminal proceedings for substantial fines and other sanctions that
could disrupt or limit our operations. Liabilities associated with the
investigation and cleanup of hazardous substances, as well as personal injury,
property damages or natural resource damages arising out of such hazardous
substances, may be imposed in many situations without regard to violations of
laws or regulations or other fault, and may also be imposed jointly and
severally (so that a responsible party may be held liable for more than its
share of the losses involved, or even the entire loss). Such liabilities can be
difficult to identify and the extent of any such liabilities can be difficult
to predict. We use, and in the past have used, hazardous substances at many of
our facilities, and have generated, and continue to generate, hazardous wastes
at a number of our facilities. We have in the past, and may in the future, be
subject to claims relating to exposure to hazardous materials and the
associated liabilities may be material.

Changes in our customers products or failure of our
products to meet customers quality specifications could adversely affect our
sales and profitability.

Our chemicals
are used for a broad range of applications by our customers. Changes in our
customers products or processes may enable our customers to reduce or
eliminate consumption of the chemicals that we provide. Customers may also find
alternative materials or processes that no longer require our products.
Consequently, it is important that we develop new products to replace the sales
of products that mature and decline in use.

Our products
provide important performance attributes to our customers products. If our
products fail to perform in a manner consistent with quality specifications or
have a shorter useful life than guaranteed, a customer could seek replacement
of the product or damages for costs incurred as a result of the product failing
to perform as expected. A successful claim or series of claims against us could
have a material adverse effect on our financial condition and results of
operations and could result in a loss of one or more customers.

Our business and our
Water Treatment Group in particular, is subject to seasonality and weather
conditions, which could adversely affect our results of operations.

Our Water Treatment Group
has historically experienced higher sales during April to September, primarily
due to a seasonal increase in chemicals used by municipal water treatment
facilities. Demand is also affected by weather conditions, as either higher or
lower than normal precipitation or temperatures may affect water usage and the
consumption of our products. We cannot assure you that seasonality or
fluctuating weather conditions will not have a material adverse affect on our
results of operations and financial condition.

The insurance that we maintain may not
fully cover all potential exposures.

We maintain
property, business interruption and casualty insurance, but such insurance may
not cover all risks associated with the hazards of our business and is subject
to limitations, including deductibles and limits on the liabilities covered. We
may incur losses beyond the limits or outside the coverage of our insurance
policies, including liabilities for environmental remediation. In addition,
from time to time, various types of insurance for companies in the specialty
chemical industry have not been available on commercially acceptable terms or,
in some cases, have not been available at all. In the future, we may not be
able to obtain coverage at current levels, and our premiums may increase
significantly on coverage that we maintain.

5

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If we are unable to retain key personnel or
attract new skilled personnel, it could have an adverse impact on our business.

Because of the
specialized and technical nature of our business, our future performance is
dependent on the continued service of, and on our ability to attract and
retain, qualified management, scientific, technical and support personnel. The
unanticipated departure of any key member of our management team could have an
adverse impact on our business.

We may not be able to successfully
consummate future acquisitions or integrate future acquisitions into our
business, which could result in unanticipated expenses and losses.

As part of our
business growth strategy, we have acquired businesses and may pursue
acquisitions in the future. Our ability to pursue this strategy will be limited
by our ability to identify appropriate acquisition candidates and our financial
resources, including available cash and borrowing capacity. The expense
incurred in consummating acquisitions, the time it takes to integrate an
acquisition or our failure to integrate businesses successfully could result in
unanticipated expenses and losses. Furthermore, we may not be able to realize
the anticipated benefits from acquisitions.

To the extent
future acquisitions are pursued, the process of integrating acquired operations
into our existing operations may result in unforeseen operating difficulties
and may require significant financial resources that would otherwise be
available for the ongoing development or expansion of existing operations. The
risks associated with the integration of acquisitions include potential
disruption of our ongoing business and distraction of management, unforeseen
claims and liabilities, unforeseen adjustments, charges and write-offs,
difficulty in conforming the acquired business standards, processes,
procedures and controls with our operations, and challenges arising from the
increased scope, geographic diversity and complexity of the expanded
operations.

Our business is subject to risks stemming
from natural disaster or other extraordinary events outside of our control,
which could interrupt our production and adversely affect our results of
operations.

Natural
disasters have the potential of interrupting our operations and damaging our
properties, which could adversely affect our business. Since 1963, flooding of
the Mississippi River has required the Companys terminal operations to be
temporarily shifted out of its buildings four times, most recently in the
spring of 2001 when our earnings were negatively impacted during that period by
approximately $200,000. No assurance can be given that flooding or other natural
disasters will not recur or that there will not be material damage or
interruption to our operations in the future from such disasters.

Chemical-related
assets may be at greater risk of future terrorist attacks than other possible
targets in the United States. Federal legislation is under consideration that
could impose new site security requirements, specifically on chemical
facilities, which may require increased capital spending or increase our
overhead expenses. New federal regulations have already been adopted to
increase the security of the transportation of hazardous chemicals in the
United States. We ship and receive materials that are classified as hazardous
and we believe we have met these requirements, but additional federal and local
regulations that limit the distribution of hazardous materials are being
considered. Bans on movement of hazardous materials through certain cities
could adversely affect the efficiency of our logistical operations. Broader
restrictions on hazardous material movements could lead to additional
investment and could change where and what products we provide.

The occurrence
of extraordinary events, including future terrorist attacks and the outbreak or
escalation of hostilities, cannot be predicted, but their occurrence can be
expected to negatively affect the economy in general, and specifically the
markets for our products. The resulting damage from a direct attack on our
assets, or assets used by us, could include loss of life and property damage.
In addition, available insurance coverage may not be sufficient to cover all of
the damage incurred or, if available, may be prohibitively expensive.

We may not be able to renew our leases of
land where three of our terminals reside.

We lease the land where our
three main terminals are located. We do not have guaranteed lease renewal
options and may not be able to renew our leases in the future. Our current
lease renewal periods extend out to 2018 (two leases) and 2029 (one lease). The
failure to secure extended lease terms on any one of these terminals may have a
material adverse impact on our business, as they are where the majority of our
bulk chemicals are stored. While we can make no assurances, based on historical
experience and anticipated future needs, we believe that we will be able to
renew our leases as the renewal periods expire.

|         |                           
|-------- | --------------------------
|ITEM 1B. | UNRESOLVED
 STAFF COMMENTS

None.

6

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|        |           
|------- | ----------
|ITEM 2. | PROPERTIES

We own our
principal location, which consists of approximately 11 acres of land in
Minneapolis, Minnesota, with six buildings containing a total of 177,000 square
feet of office and warehouse space primarily used by our Industrial Group. Our
principal office is located in one of these buildings, at 3100 East Hennepin
Avenue. As of March 29, 2009, we had installed sprinkler systems in
substantially all of our warehouse facilities for fire protection. We carry
customary levels of insurance covering the replacement of damaged property.

In addition to
the facilities described previously, our other facilities are described below.
We believe that these facilities, together with those described above, are
adequate and suitable for the purposes they serve. Unless noted, each facility
is owned by us.

|                                |  |                     |  |                      |  |                      | 
|------------------------------- |  | ------------------- |  | -------------------- |  | -------------------- | 
|Group                           |  | Location            |  | Primary Use          |  | Approx.
 Square Feet | 
|                               
|Industrial                      |  | St. Paul, MN (1)    |  | Office and Warehouse |  | 32,000               | 
|                                |  | St. Paul, MN (2)    |  | Office               |  | 3,000                | 
|                                |  | Linden, NJ (3)      |  | Office and Warehouse |  | 12,000               | 
|                                |  | Minneapolis, MN (4) |  | Office and Warehouse |  | 20,000               | 
|Water
 Treatment                |  | Fargo, ND           |  | Office and Warehouse |  | 20,600               | 
|                                |  | Fond du Lac, WI     |  | Office and Warehouse |  | 24,700               | 
|                                |  | Washburn, ND        |  | Office and Warehouse |  | 14,000               | 
|                                |  | Billings, MT        |  | Office and Warehouse |  | 9,300                | 
|                                |  | Sioux Falls, SD     |  | Office and Warehouse |  | 27,300               | 
|                                |  | Rapid City, SD      |  | Office and Warehouse |  | 9,500                | 
|                                |  | Joliet, IL (2)      |  | Office and Warehouse |  | 6,400                | 
|                                |  | Superior, WI        |  | Office and Warehouse |  | 17,200               | 
|                                |  | Slater, IA          |  | Office and Warehouse |  | 8,700                | 
|                                |  | Lincoln, NE (5)     |  | Office and Warehouse |  | 6,700                | 
|                                |  | Eldridge, IA        |  | Office and Warehouse |  | 6,000                | 
|                                |  | Columbia, MO (2)    |  | Office and Warehouse |  | 9,000                | 
|                                |  | Garnett, KS (2)     |  | Office and Warehouse |  | 18,000               | 
|Industrial
 and Water Treatment |  | St. Paul, MN (6)    |  | Office and Warehouse |  | 59,000               | 
|                                |  | Centralia, IL (7)   |  | Office and Warehouse |  | 77,000               | 

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 
|(1)          Our
 terminal operations, located at two sites on opposite sides of the
 Mississippi River, are made up of three buildings, ten outside storage tanks
 with a total capacity of approximately 8.7 million gallons for the storage of
 liquid bulk chemicals, including caustic soda, as well as numerous smaller
 tanks for storing and mixing chemicals. The land is leased from the Port
 Authority of the City of St. Paul, Minnesota, for a basic rent plus an amount
 based on the annual tonnage unloaded at each site. The applicable leases run
 until December 2013, at which time we have an option to renew the leases
 for an additional five-year period on the same terms and conditions subject
 to renegotiation of rent. We also have options to renew these leases for an
 additional successive five-year renewal period (extending until 2018) for
 which the rent may be adjusted pursuant to the rental renegotiation
 provisions contained in the leases.
|(2)          This
 facility is leased from a third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3)          We
 expect to transfer the operations of this location to the Centralia,
 Illinois, facility and this lease will terminate in August 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|(4)          This
 facility is leased from a third party to serve our bulk pharmaceutical
 customers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(5)          This
 facility is leased from a third party through July 2009. Starting in July
 2009, we will be leasing a different facility comprised of 16,600 square feet
 of office and warehouse space.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(6)          Our
 Red Rock facility, which consists of a 59,000 square-foot building located on
 approximately 10 acres of land has outside storage capacity for liquid bulk
 chemicals, including 1.5 million gallons for the storage of liquid caustic
 soda, as well as numerous smaller tanks for storing and mixing chemicals. The
 land is leased from the Port Authority of the City of St. Paul, Minnesota,
 through July 2029 for a basic rent plus an amount based on annual tonnage
 unloaded at the site. The basic rent and annual tonnage rent were
 renegotiated August 1, 2004 and are to be renegotiated every five years.                                                                                                                                                                                                                                                                                                                                                  
|(7)          This
 facility was acquired in July 2008 and includes 10 acres of land located in
 Centralia, Illinois. The facility is expected to become operational in June
 2009 and will primarily serve our food-grade products business.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

7

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|                                                                                                                                                                                               |                                                                                                                
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------
|ITEM 3.                                                                                                                                                                                        | LEGAL PROCEEDINGS                                                                                              
|                                                                                                                                                                                               |                                                                                                                
|We are a party from time to
 time in various legal proceedings arising in the ordinary course of our
 business. None of the pending proceedings are expected to have a material
 effect on us.
|                                                                                                                                                                                               |                                                                                                                
|ITEM 4.                                                                                                                                                                                        | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                            
|                                                                                                                                                                                               |                                                                                                                
|Not
 Applicable.                                                                                                                                                                              
|                                                                                                                                                                                               |                                                                                                                
|PART II                                                                                                                                                                                       
|                                                                                                                                                                                               |                                                                                                                
|ITEM 5.                                                                                                                                                                                        | MARKET FOR THE COMPANYS COMMON EQUITY, RELATED
 SHAREHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

|                      |  |          |        |      |   |        | 
|--------------------- |  | -------- | ------ | ---- | - | ------ | 
|Quarterly
 Stock Data |  | High     |        | Low  |  
|                     
|Fiscal 2009           |  |          |        |      |   |        | 
|4th Quarter           |  | $        | 16.170 |      | $ | 12.900 | 
|3rd Quarter           |  |          | 18.100 |      |   | 13.040 | 
|2nd Quarter           |  |          | 18.210 |      |   | 14.500 | 
|1st Quarter           |  |          | 16.000 |      |   | 14.500 | 
|                      |  |          |        |      |   |        | 
|Fiscal 2008           |  |          |        |      |   |        | 
|4th Quarter           |  | $        | 15.625 |      | $ | 14.700 | 
|3rd Quarter           |  |          | 15.850 |      |   | 14.400 | 
|2nd Quarter           |  |          | 15.960 |      |   | 14.300 | 
|1st Quarter           |  |          | 15.670 |      |   | 14.350 | 
|                      |  |          |        |      |   |        | 
|Cash Dividends        |  | Declared |        | Paid |  
|                     
|Fiscal 2010           |  |          |        |      |   |        | 
|1st Quarter           |  |          |        |      | $ | 0.26   | 
|                      |  |          |        |      |   |        | 
|Fiscal 2009           |  |          |        |      |   |        | 
|4th Quarter           |  | $        | 0.26   |      |   |        | 
|3rd Quarter           |  |          |        |      | $ | 0.26   | 
|2nd Quarter           |  | $        | 0.26   |      |   |        | 
|1st Quarter           |  |          |        |      | $ | 0.24   | 
|                      |  |          |        |      |   |        | 
|Fiscal 2008           |  |          |        |      |   |        | 
|4th Quarter           |  | $        | 0.24   |      |   |        | 
|3rd Quarter           |  |          |        |      | $ | 0.24   | 
|2nd Quarter           |  | $        | 0.24   |      |   |        | 
|1st Quarter           |  |          |        |      | $ | 0.22   | 

Our common
shares are traded on The Nasdaq Global Market under the symbol HWKN. The
price information represents closing sale prices as reported by The Nasdaq
Global Market. As of March 29, 2009, there were approximately 580 registered
common shareholders, which includes nominees or broker dealers holding stock on
behalf of an estimated 1,250 beneficial owners.

We first
started paying cash dividends in 1985 and have continued to do so since. Future
dividend levels will be dependent upon our results of operations, financial
position, cash flows and other factors, and will be evaluated by our Board of
Directors.

The following
graph compares the cumulative total shareholder return on our common shares
with the cumulative total returns of the Nasdaq Industrial Index and the Nasdaq
Composite Index for our last five completed fiscal years. The graph assumes the
investment of $100 in our stock, the Nasdaq Industrial Index and the Nasdaq
Composite Index on March 28, 2004, and reinvestment of all dividends.

8

---



(LINE GRAPH)

|        |                        
|------- | -----------------------
|ITEM 6. | SELECTED FINANCIAL DATA

|                                                                       |  |                                     |             |                                     |   |                                    |  |                                    |             |                                    |   |             |  |   |             | 
|---------------------------------------------------------------------- |  | ----------------------------------- | ----------- | ----------------------------------- | - | ---------------------------------- |  | ---------------------------------- | ----------- | ---------------------------------- | - | ----------- |  | - | ----------- | 
|                                                                       |  | Fiscal Year
 Ended
 March 29,
 2009 |             | Fiscal Year
 Ended
 March 30,
 2008 |   | Fiscal Year
 Ended
 April 1,
 2007 |  | Fiscal Year
 Ended
 April 2,
 2006 |             | Fiscal Year
 Ended
 April 3,
 2005 |  
|                                                                      
|Sales from continuing operations                                       |  | $                                   | 284,356,000 |                                     | $ | 186,664,000                        |  | $                                  | 151,766,000 |                                    | $ | 133,139,000 |  | $ | 105,660,000 | 
|                                                                       |  |                                     |             |                                     |   |                                    |  |                                    |             |                                    |   |             |  |   |             | 
|Gross profit from continuing operations                                |  |                                     | 62,420,000  |                                     |   | 38,528,000                         |  |                                    | 34,709,000  |                                    |   | 30,060,000  |  |   | 26,377,000  | 
|                                                                       |  |                                     |             |                                     |   |                                    |  |                                    |             |                                    |   |             |  |   |             | 
|Income from continuing operations                                      |  |                                     | 23,424,000  |                                     |   | 8,488,000                          |  |                                    | 7,724,000   |                                    |   | 7,412,000   |  |   | 7,327,000   | 
|                                                                       |  |                                     |             |                                     |   |                                    |  |                                    |             |                                    |   |             |  |   |             | 
|Basic and diluted earnings per common share from continuing
operations |  |                                     | 2.29        |                                     |   | 0.83                               |  |                                    | 0.76        |                                    |   | 0.73        |  |   | 0.72        | 
|                                                                       |  |                                     |             |                                     |   |                                    |  |                                    |             |                                    |   |             |  |   |             | 
|Cash dividends declared per common share                               |  |                                     | 0.52        |                                     |   | 0.48                               |  |                                    | 0.44        |                                    |   | 0.40        |  |   | 0.36        | 
|                                                                       |  |                                     |             |                                     |   |                                    |  |                                    |             |                                    |   |             |  |   |             | 
|Cash dividends paid per common share                                   |  |                                     | 0.50        |                                     |   | 0.46                               |  |                                    | 0.42        |                                    |   | 0.38        |  |   | 0.36        | 
|                                                                       |  |                                     |             |                                     |   |                                    |  |                                    |             |                                    |   |             |  |   |             | 
|Total assets                                                           |  | $                                   | 136,290,000 |                                     | $ | 108,943,000                        |  | $                                  | 101,269,000 |                                    | $ | 94,057,000  |  | $ | 87,658,000  | 
|                                                                       |  |                                     |             |                                     |   |                                    |  |                                    |             |                                    |   |             |  |   |             | 

9

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|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

The following
is a discussion and analysis of our financial condition and results of
operations for our fiscal years ended March 29, 2009, March 30, 2008, and April
1, 2007. This discussion should be read in conjunction with the Financial
Statements and Notes to Financial Statements included in Item 8 of this Annual
Report on Form 10-K.

Overview

We derive
substantially all of our revenues from the sale of bulk and specialty chemicals
to our customers in a wide variety of industries. We began our operations
primarily as a distributor of bulk chemicals with a strong customer focus. Over
the years we have maintained the strong customer focus and have expanded our
business by increasing our sales of value-added specialty chemical products,
including repackaging, blending and manufacturing certain products. In recent
years, we significantly expanded the sales of our higher-margin blended and
manufactured products, including our food-grade products. We expect this
specialty chemical portion of our business to continue to grow.

We have
continued to invest in growing our business. In fiscal 2008, we acquired the
assets of Trumark, Inc., a producer of antimicrobial products for the food
industry, for approximately $6,500,000. These operations have been consolidated
into our Industrial Group. In fiscal 2008, we also opened two new warehouses
for our Water Treatment Group to expand its geographic coverage. In fiscal 2009,
we invested in two new facilities, which we expect will expand our ability to
service our customers and facilitate growth within our Industrial Group. Our
new facility in Centralia, Illinois, will primarily serve our food-grade
products business and is expected to become operational in June 2009. We also
opened a facility in Minneapolis, Minnesota, to handle bulk chemicals sold to
pharmaceutical manufacturers. The total capital expenditures in fiscal 2009 on
these two facilities were approximately $7,500,000 with approximately
$2,600,000 of additional capital spending on these facilities expected in
fiscal 2010. We opened one warehouse for our Water Treatment Group in the first
quarter of fiscal 2010 and expect to continue to invest in new branches to expand
our geographic coverage. The cost of these new branches is not expected to be
material.

In February
2009, we entered into two agreements whereby we agreed to sell our inventory
and enter into a marketing relationship regarding the business of our Pharmaceutical
Segment, which provided pharmaceutical chemicals to retail pharmacies and
small-scale pharmaceutical manufacturers. The transaction closed in May 2009
and we have no significant obligations to fulfill under the agreements. The
results of the Pharmaceutical Segment have been reported as discontinued
operations in our Financial Statements and Notes to Financial Statements for
all periods presented in this Annual Report on Form 10-K.

Our financial
performance in fiscal 2009 was highlighted by:

| |   |                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------
| |  | Sales from
 continuing operations of $284,356,000, a 52.3% increase over fiscal 2008;                                                       
| |  | Gross profit
 from continuing operations of $62,420,000 or 22.0% of sales, an increase of
 $23,892,000 over our gross profit in fiscal 2008;
| |  | Net cash
 provided by operating activities of $24,429,000, an increase of 100.2% over
 that of fiscal 2008; and                             
| |  | Cash and
 cash equivalents of $29,536,000 as of the end of fiscal 2009.                                                                     

The prices of
the majority of our primary raw materials increased substantially and rapidly
during the first three quarters of fiscal 2009 due to high demand and, in some
cases constrained supply. Due to this rapid escalation in pricing, we benefited
from selling at the higher market prices the lower cost inventory that we had
on hand, in part as a result of our strategic investments made in storage
capacity over the last several years. In addition, our ability to continue to
obtain supplies of key raw material ingredients at favorable prices while many
of our competitors were facing raw material shortages and a resultant inability
to supply their customers, allowed us to significantly expand our market share
to new and existing customers. We expect to retain a portion of this new
business, but expect a portion of it to return to our competition. These market
and supply factors significantly increased our sales and gross profit in fiscal
2009 compared to prior periods. The raw material supply constraints experienced
by our industry in fiscal 2009 have eased and commodity prices have leveled off
or, in many cases, begun to decline with the slowing economy. With the changes
in commodity pricing and decreases in demand resulting from the national
economic downturn, we expect our fiscal 2010 business and the gross profit
realized to return to levels more in line with our historic results prior to
fiscal 2009.

While market
forces in fiscal 2009 generated higher gross profit dollars and gross profit
margins as a percentage of sales than we had experienced in the past, we seek
to maintain relatively constant gross profit dollars on each of our products as
the cost of our commodity chemical raw materials increase or decrease. Our
product costs are subject to fluctuations, which are expected to continue in
future periods. With this volatility in cost and the resulting fluctuations in
selling prices, we believe that gross profit dollars is the best measure of our
profitability from the sale of our products. If we maintain relatively stable
profit dollars on each of our products, our reported gross margin percentage
will decrease when the cost of the product increases and will increase when the
cost of the product decreases. We use the last in, first out (LIFO) method of
valuing inventory, which causes the most recent product costs to be recognized
in our income statement. The LIFO inventory valuation method and the resulting
cost of sales are consistent with our business practices of pricing to current
commodity chemical raw material prices.

10

---



Results of
Operations

The following
table sets forth certain items from our statement of income as a percentage of
sales from period to period.

|                                                       |  |              |       |              |  |              |    |  |       |   
|------------------------------------------------------ |  | ------------ | ----- | ------------ |  | ------------ | -- |  | ----- | --
|                                                       |  | Fiscal
 2009 |       | Fiscal
 2008 |  | Fiscal
 2007 |   
|                                                       |  |              |       |              |  |              |    |  |       |   
|Sales                                                  |  |              | 100.0 | %            |  | 100.0        | %  |  | 100.0 | % 
|Cost of
 sales                                         |  |              | (78.0 | )%           |  | (79.4        | )% |  | (77.1 | )%
|Gross profit                                           |  |              | 22.0  | %            |  | 20.6         | %  |  | 22.9  | % 
|Selling,
 general and administrative expenses          |  |              | (8.8  | )%           |  | (14.2        | )% |  | (15.8 | )%
|Operating
 income                                      |  |              | 13.1  | %            |  | 6.4          | %  |  | 7.1   | % 
|Investment
 income                                     |  |              | 0.1   | %            |  | 0.7          | %  |  | 1.1   | % 
|Income from
 continuing operations before income taxes |  |              | 13.2  | %            |  | 7.1          | %  |  | 8.2   | % 
|Provision
 for income taxes                            |  |              | 5.0   | %            |  | 2.6          | %  |  | 3.1   | % 
|Income from
 continuing operations                     |  |              | 8.2   | %            |  | 4.5          | %  |  | 5.1   | % 
|Income from
 discontinued operations, net of tax       |  |              | 0.1   | %            |  | 0.3          | %  |  | 0.2   | % 
|Net income                                             |  |              | 8.4   | %            |  | 4.9          | %  |  | 5.3   | % 

Fiscal 2009 Compared to Fiscal 2008

Sales

Sales
increased $97,692,000, or 52.3%, to $284,356,000 for fiscal 2009, as compared
to sales of $186,664,000 for fiscal 2008. Sales of bulk chemicals, including
caustic soda, were approximately 33% of sales compared to approximately 34% in
the previous year. Caustic soda volumes sold were comparable to the prior year.

Industrial Segment.
Industrial segment sales increased $76,999,000, or 61.8%, to $201,596,000 for
fiscal 2009. The sales increase was primarily attributable to increases in
selling prices related to rising material costs along existing product lines
and supply constraints for certain products as well as higher volumes in higher
value manufactured and specialty chemical products driven by increased demand.

Water Treatment Segment.
Water Treatment segment sales increased $20,693,000, or 33.3%, to $82,760,000
for fiscal 2009. The sales increase was primarily attributable to price increases
related to increased material costs and expansion of sales of existing product
lines, including specialty chemical products, to new and existing customers.

Gross Profit

Gross profit
was $62,420,000, or 22.0% of sales, for fiscal 2009, as compared to
$38,528,000, or 20.6% of sales, for fiscal 2008. LIFO charges reduced gross
profit by $10,026,000 in fiscal 2009 and $1,332,000 in fiscal 2008. To more
accurately reflect their underlying nature, certain expenses that were
classified as selling, general and administrative expenses in fiscal 2008 are
now classified as cost of sales in fiscal 2009. These expenses totaled
$3,509,000 in fiscal 2008.

Industrial Segment.Gross
profit for the Industrial segment was $41,466,000, or 20.6% of sales, for
fiscal 2009, as compared to $19,796,000, or 15.9% of sales, for fiscal 2008.
The increases in gross profit and gross profit margin as a percent of sales
were primarily driven by the sale of lower-cost inventory on hand in a period
of rapidly escalating market prices and, to a lesser degree, an increase in
profits and volumes on certain products where we had the inventory to meet
escalating demand from current and new customers during a period of constrained
supply. This was partially offset by a decrease in demand for lower-margin
products sold into the agricultural markets during the second half of fiscal
2009 as compared to the second half of fiscal 2008. Additionally, charges
related to the LIFO method of valuing inventory negatively impacted gross
profit in this segment by $6,932,000 in fiscal 2009, as compared to $917,000 in
fiscal 2008.

Water Treatment Segment.Gross
profit for the Water Treatment segment was $20,954,000, or 25.3% of sales, for
fiscal 2009, as compared to $18,732,000, or 30.2% of sales, for fiscal 2008.
The increase in gross profit was primarily driven by the sale of lower-cost
inventory on hand and increased demand for specialty chemical products. The
decrease in gross profit margin as a percent of sales was due to increased raw
material costs. Additionally, charges related to the LIFO method of valuing
inventory negatively impacted gross profit in this segment by $3,094,000 in
fiscal 2009, as compared to $415,000 in fiscal 2008.

11

---



Selling, General and Administrative Expenses

Selling, general
and administrative (SG&A) expenses were $25,083,000, or 8.8% of sales, for
fiscal 2009, as compared to $26,524,000, or 14.2% of sales, for fiscal 2008.
The decrease in expense in fiscal 2009 was primarily due to the
reclassification of certain expenses as cost of sales in fiscal 2009, which
were classified as SG&A in fiscal 2008. These expenses totaled $3,509,000
in fiscal 2008. Additionally, SG&A expenses were reduced by the reduction
of contractor and consulting fees related to our implementation of an
Enterprise Resource Planning (ERP) system and approximately $300,000 of
non-recurring acquisition-related expenses associated with the Trumark
acquisition recorded in the first quarter of fiscal 2008. These reductions were
partially offset by increased variable pay expenses that we paid as a result of
the higher profitability levels achieved in fiscal 2009.

Operating Income

Operating
income was $37,337,000, or 13.1% of sales, for fiscal 2009, as compared to
$12,004,000, or 6.4% of sales, for fiscal 2008. Of the fiscal 2009 increase of
$25,333,000, $23,202,000 was attributable to the Industrial segment, and
$2,131,000 was attributable to the Water Treatment segment. The increases were
driven primarily by higher than usual profits on certain products due to the
sale of lower-cost inventory during a period of rapidly escalating commodity
chemical prices and higher margins caused by supply constraints for certain
products as well as higher volumes of sales of higher value manufactured and
specialty chemical products which were driven by increased demand. Shortages of
certain raw materials in our Industrial segment restricted the ability of
certain competitors to meet their customers product requirements, while our
inventory position allowed us to meet the requirements of our current customer
base and to expand our business and to add additional customers.

Investment Income

Investment
income was $338,000 for fiscal 2009, as compared to $1,341,000 for fiscal 2008.
The decrease was primarily due to lower average investment balances during the
year due to higher working capital requirements and capacity expansion projects
initiated during fiscal 2009. The decrease was also attributable to lower
yields on investment balances in the current year as compared to the prior
year.

Provision for Income Taxes

Our effective
income tax rate was 37.8% for fiscal 2009 compared to 36.4% for fiscal 2008.
The higher effective tax rate for fiscal 2009 as compared to fiscal 2008 was
primarily due to the increase in pre-tax income subject to higher marginal
income tax rates and the reversal of a valuation allowance and tax contingency
reserve in fiscal 2008.

Fiscal 2008 Compared to Fiscal 2007

Sales

Sales
increased $34,898,000, or 23.0%, to $186,664,000 for fiscal 2008, as compared
to sales of $151,766,000 for fiscal 2007. Sales of bulk chemicals, including
caustic soda, were approximately 34% of sales compared to approximately 35% in
the previous year. Caustic soda volumes sold were comparable to the prior year.

Industrial Segment.Industrial
segment sales increased $29,202,000, or 30.6%, to $124,597,000 for fiscal 2008.
Sales were impacted by the acquisition of Trumark, Inc. completed in May 2007,
which accounted for approximately 8.0% of the increase in sales in fiscal 2008.
The remaining portion of the increase in sales was primarily attributable to
price increases related to increased material costs as well as higher volumes
of sales of certain products.

Water Treatment Segment.
Water Treatment segment sales increased $5,696,000, or 10.1%, to $62,067,000
for fiscal 2008. The sales increase was primarily attributable to price
increases related to increased material costs, successful expansion of sales of
existing product lines, including specialty chemical products, to new and
existing customers, and volume increases during the first quarter of fiscal
2008 related to favorable weather conditions.

Gross Profit

Gross profit
was $38,528,000, or 20.6% of sales, for fiscal 2008, as compared to
$34,709,000, or 22.9% of sales, for fiscal 2007. LIFO charges reduced gross
profit by $1,332,000 in fiscal 2008 and increased gross profit by $689,000 in
fiscal 2007.

Industrial Segment.Gross
profit for the Industrial segment was $19,796,000, or 15.9% of sales, for
fiscal 2008, as compared to $18,030,000, or 18.9% of sales, for fiscal 2007.
Changes in product mix toward higher volume, lower margin products and higher
material costs negatively impacted gross profit margin as a percent of sales.
Additionally, charges related to the LIFO method of valuing inventory
negatively impacted fiscal 2008 gross profit by $917,000 and positively
impacted fiscal 2007 by $737,000.

12

---



Water Treatment Segment.Gross
profit for the Water Treatment segment was $18,732,000, or 30.2% of sales, for
fiscal 2008, as compared to $16,679,000, or 29.6% of sales, for fiscal 2007.
The fiscal 2008 increase related primarily to an increase in seasonal volumes
sold and favorable changes in product mix. The increase was partially offset by
charges related to the LIFO method of valuing inventory that negatively
impacted fiscal 2008 gross profit by $415,000 compared to $48,000 for fiscal
2007.

Selling, General and Administrative Expenses

Selling,
general and administrative expenses were $26,524,000, or 14.2% of sales, for fiscal
2008 compared to $23,999,000, or 15.8% of sales, for fiscal 2007. The
acquisition of Trumark accounted for approximately $1,600,000 of the $2,525,000
increase in fiscal 2008. This included the amortization of intangible assets
and approximately $300,000 of non-recurring acquisition-related expenses. The
increase in expense was also driven by higher employee compensation, including
the issuance of restricted stock, sales incentive compensation expense, and a
full year of depreciation expense related to the ERP system. These increases
were partially offset by a decrease in professional and consulting expenses
related to the ERP implementation.

Operating Income

Operating
income was $12,004,000, or 6.4% of sales, for fiscal 2008, as compared to
$10,710,000, or 7.1% of sales, for fiscal 2007. The increase of $1,294,000 in
fiscal 2008 was driven by higher gross profits in both the Water Treatment and
Industrial segments, partially offset by higher SG&A expenses.

Investment Income

Investment
income was $1,341,000 for fiscal 2008, as compared to $1,692,000 for fiscal
2007. The decrease was primarily related to an approximately $300,000 gain
realized on the repayment of three notes receivable that were paid in full
during the fourth quarter of fiscal 2007, lower average investment balances due
to the Trumark acquisition and lower yields on investments. This was partially
offset by a $245,000 gain on the sale of a mutual fund in fiscal 2008.

Provision for Income Taxes

Our effective
income tax rate was 36.4% for fiscal 2008 compared to 37.7% for fiscal 2007.
The lower effective tax rate for fiscal 2008 as compared to fiscal 2007 was
primarily due to the reversal of a valuation allowance and tax contingency
reserve in fiscal 2008.

Liquidity and
Capital Resources

Cash provided
by operations in fiscal 2009 was $24,429,000 compared to $12,205,000 in fiscal
2008 and $8,730,000 in fiscal 2007. The increase in fiscal 2009 was due
primarily to the increase in net income and was partially offset by higher
working capital balances caused by the higher commodity chemical costs in
inventory and the resulting increase in selling prices which resulted in higher
accounts receivable balances. Due to the nature of our operations, which
includes purchases of large quantities of bulk chemicals, the timing of
purchases can result in significant changes in working capital investment and
the resulting operating cash flow. Historically, our cash requirements for
working capital increase during the period from April through November as caustic
soda inventory levels increase as the majority of barges are received during
this period. Additionally, due to the seasonality of the water treatment
business, our trade receivable balance generally increases during this period.

Cash and
investments available-for-sale of $29,536,000 at March 29, 2009 increased by
$5,422,000 as compared with the $24,114,000 available as of March 30, 2008,
primarily due to the increase in cash generated from operations that was
partially offset by capital expenditures and dividend payments. In February
2009, we sold our remaining investments classified as available-for-sale. The
$29,536,000 balance at March 29, 2009 consisted entirely of cash and cash
equivalents. Cash equivalents consist of a money market account and
certificates of deposit with original maturities of three months or less.

Capital Expenditures

Capital
expenditures were $14,211,000 in fiscal 2009, $5,778,000 in fiscal 2008 and
$4,688,000 in fiscal 2007. The total capital expenditures in fiscal 2009 for
our new facilities projects were approximately $7,500,000. Additional
significant capital expenditures during fiscal 2009 consisted of approximately
$2,700,000 for facilities improvements and increased storage capacity,
$1,100,000 for returnable containers, and $1,100,000 for new route sales
trucks. We expect that recurring capital expenditures for storage, facilities
improvements, returnable containers, and new route sales trucks in fiscal 2010
will be comparable with the fiscal 2009 spend rate. We also plan to spend
approximately $2,600,000 to complete the new facilities projects that we
started in fiscal 2009. We expect our cash flows from operations will be
sufficient to fund our capital expenditures in fiscal 2010.

13

---



Dividends

Our Board of
Directors increased our semi-annual cash dividend by 8.3% during the second
quarter of fiscal 2009 to $0.26 per share from $0.24 per share. We first
started paying cash dividends in 1985 and have continued to do so since. Future
dividend levels will be dependent upon our results of operations, financial
position, cash flows and other factors, and will be evaluated by our Board of
Directors.

Off-Balance Sheet
Arrangements

We do not have
any off-balance sheet arrangements.

Contractual
Obligations and Commercial Commitments

The following
table provides aggregate information about our contractual payment obligations
and the periods in which payments are due:

|                             |  |                        |         |      |   |         |  |      |         |      |   |                    |  |       |         |  |   |           |  |   |           | 
|---------------------------- |  | ---------------------- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------------------ |  | ----- | ------- |  | - | --------- |  | - | --------- | 
|                             |  | Payments due by period |        
|Contractual
 Obligation      |  | 2010                   |         | 2011 |   | 2012    |  | 2013 |         | 2014 |   | More than
 5 Years |  | Total |        
|                             |  |                        |         |      |   |         |  |      |         |      |   |                    |  |       |         |  |   |           |  |   |           | 
|Operating
 lease obligations |  | $                      | 496,000 |      | $ | 408,000 |  | $    | 372,000 |      | $ | 379,000            |  | $     | 383,000 |  | $ | 3,108,000 |  | $ | 5,146,000 | 

Critical Accounting
Policies

In preparing
the financial statements, we follow accounting principles generally accepted in
the United States. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, sales and expenses, and related disclosure of contingent assets
and liabilities. We re-evaluate our estimates on an on-going basis. Our
estimates are based on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances. Actual results may
differ from these estimates under different assumptions and conditions. We
consider the following policies to involve the most judgment in the preparation
of our financial statements.

Revenue Recognition-
We recognize revenue when there is evidence that the customer has agreed to
purchase the product, the price and terms of the sale are fixed, the product
has shipped and title passes to our customer, performance has occurred, and
collection of the receivable is reasonably assured.

Inventories -
Inventories are valued at the lower of cost or market. On a quarterly basis,
management assesses the inventory quantities on hand to estimated future usage
and sales and, if necessary, writes down to net realizable the value of
inventory deemed obsolete or excess. Though management considers these reserves
adequate and proper, changes in sales volumes due to unexpected economic or
competitive conditions are among the factors that could materially affect the
adequacy of this reserve.

LIFO Reserve 
Inventories are primarily valued at the lower of cost or market with cost being
determined using the last-in, first-out (LIFO) method. We may incur significant
fluctuations in our gross margins due primarily to changes in the cost of a
single, large-volume component of inventory. The price of this inventory
component may fluctuate depending on the balance between supply and demand.
Management reviews the LIFO reserve on a quarterly basis.

Impairment of Long-Lived Assets
 We review the recoverability of
long-lived assets to be held and used, such as property, plant and equipment
and intangible assets subject to amortization, when events or changes in
circumstances occur that indicate the carrying value of the asset or asset
group may not be recoverable, such as prolonged industry downturn or
significant reductions in projected future cash flows. The assessment of
possible impairment is based on our ability to recover the carrying value of
the asset or asset group from the expected future pre-tax cash flows
(undiscounted and without interest charges) of the related operations. If these
cash flows are less than the carrying value of such asset or asset group, an
impairment is recognized equal to the amount by which the carrying value
exceeds the fair value of the long-lived assets. The measurement of impairment
requires us to estimate future cash flows and the fair value of long-lived
assets. Significant judgments and assumptions are required in the forecast of
future operating results used in the preparation of the estimated future cash
flows. We periodically review the appropriateness of the estimated useful lives
of our long-lived assets. Changes in these estimates could have a material
effect on the assessment of long-lived assets subject to amortization. There
were no material assets that were determined to be impaired during fiscal 2009.

14

---



Self Insurance  We
purchase insurance for employee medical benefits with high deductibles. We
carry third party insurance for what we believe to be the major portion of
potential exposures that would exceed our self-insured retentions. We have
established a liability for potential uninsured claims. We consider factors
such as known outstanding claims, historical experience, and other relevant
factors in estimating the liability. These reserves are monitored and adjusted
when warranted by changing circumstances. Though management believes these
reserves are adequate, a substantial change in the number and/or severity of
claims could result in materially different amounts for this item.

Income Taxes  In
the preparation of our financial statements, management calculates income
taxes. This includes estimating the current tax liability as well as assessing
temporary differences resulting from different treatment of items for tax and
book accounting purposes. These differences result in deferred tax assets and
liabilities, which are recorded on the balance sheet. These assets and
liabilities are analyzed regularly and management assesses the likelihood that
deferred tax assets will be recovered from future taxable income. A valuation
allowance is established to the extent that management believes that recovery
is not likely. Reserves are also established for potential and ongoing audits
of federal and state tax issues. We routinely monitor the potential impact of
such situations and believe that it is properly reserved. Valuations related to
amounts owed and tax rates could be impacted by changes to tax codes, changes
in statutory tax rates, our future taxable income levels and the results of tax
audits.

Recently Issued
Accounting Pronouncements

See Item 8,
Note 1 of the Notes to Financial Statements for information regarding recently
adopted accounting standards or accounting standards to be adopted in the
future.

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

We are subject
to the risk inherent in the cyclical nature of commodity chemical prices.
However, we do not currently purchase forward contracts or otherwise engage in
hedging activities with respect to the purchase of commodity chemicals. We
attempt to pass changes in material prices on to our customers, however, there
are no assurances that we will be able to pass on the increases in the future.

15

---



|        |                                            
|------- | -------------------------------------------
|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Managements Report on Internal Control Over
Financial Reporting

Our management
is responsible for establishing and maintaining adequate internal control over
financial reporting as defined in Rules 13a-15(f) and 15d-15(f) of the
Securities Exchange Act. Our internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Our internal control
over financial reporting includes those policies and procedures that (1)
pertain to maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of our assets; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of the financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of our management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements. Projections of any evaluation of the effectiveness of
internal control over financial reporting to future periods are subject to the
risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

Our management
assessed the effectiveness of our internal control over financial reporting as
of March 29, 2009, based on the criteria described in Internal Control - Integrated Framework
issued by the Committee of Sponsoring Organizations (COSO) of the Treadway
Commission. Based on this assessment, management believes that our internal
control over financial reporting was effective as of March 29, 2009.

Our
independent registered public accounting firm has issued an attestation report
on our internal control over financial reporting for March 29, 2009. That
attestation report is set forth immediately following this management report.

|                         |  |                          | 
|------------------------ |  | ------------------------ | 
|/s/ John R.
 Hawkins     |  | /s/ Kathleen
 P. Pepski  | 
|John R.
 Hawkins         |  | Kathleen P.
 Pepski      | 
|Chief
 Executive Officer |  | Chief
 Financial Officer | 
|June 5, 2009             |  | June 5, 2009             | 

16

---



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

To the Board
of Directors and Shareholders of Hawkins, Inc.
Minneapolis, Minnesota

We have
audited the accompanying balance sheets of Hawkins, Inc. (the Company) as of
March 29, 2009 and March 30, 2008, and the related statements of income, shareholders
equity, and cash flows for each of the three years in the period ended March
29, 2009. Our audits also included the financial statement schedule listed in
the Index at Item 15. We have also audited the Companys internal control over
financial reporting as of March 29, 2009, based on criteria established in Internal Control Integrated Frameworkissued by the
Committee of Sponsoring Organizations of the Treadway Commission. The Companys
management is responsible for these financial statements and financial
statement schedule, for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Managements Report on
Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on these financial statements and financial statement schedule and an
opinion on the Companys internal control over financial reporting based on our
audits.

We conducted
our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement and whether effective internal
control over financial reporting was maintained in all material respects. Our
audit of the financial statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. Our audit of
internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis for our
opinions.

A companys
internal control over financial reporting is a process designed by, or under
the supervision of, the companys principal executive and principal financial
officers, or persons performing similar functions, and effected by the
companys board of directors, management, and other personnel to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles. A companys internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and
directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the financial statements.

Because of the
inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material
misstatements due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the effectiveness of the
internal control over financial reporting to future periods are subject to the
risk that the controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may
deteriorate.

In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of March 29, 2009
and March 30, 2008, and the results of their operations and their cash flows
for each of the three years in the period ended March 29, 2009, in conformity
with accounting principles generally accepted in the United States of America.
Also, in our opinion, such financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, present fairly, in
all material respects, the information set forth therein. Also, in our opinion,
the Company maintained, in all material respects, effective internal control
over financial reporting as of March 29, 2009, based on the criteria
established in Internal Control
Integrated Frameworkissued by the Committee of
Sponsoring Organizations of the Treadway Commission.

/s/ Deloitte
& Touche LLP

Minneapolis,
Minnesota
June 5, 2009

17

---



|              
|--------------
|HAWKINS, INC. 
|BALANCE SHEETS

|                                                                                                                                                         |  |                |         |                |   |         |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | -------------- | - | ------- | -
|In thousands,
 except share and per-share data                                                                                                           |  | March 29, 2009 |         | March 30, 2008 |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|ASSETS                                                                                                                                                   |  |                |         |                |   |         |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|CURRENT
 ASSETS:                                                                                                                                         |  |                |         |                |   |         |  
|Cash and cash equivalents                                                                                                                                |  | $              | 29,536  |                | $ | 21,509  |  
|Investments available-for-sale                                                                                                                           |  |                |        |                |   | 2,276   |  
|Trade receivables - less allowance for
 doubtful accounts: $350 for 2009 and $225 for 2008                                                               |  |                | 28,883  |                |   | 23,788  |  
|Inventories                                                                                                                                              |  |                | 19,951  |                |   | 14,011  |  
|Prepaid expenses and other current assets
 (Note 11)                                                                                                     |  |                | 3,875   |                |   | 3,615   |  
|Assets held for sale (Note 3)                                                                                                                            |  |                | 1,890   |                |   |        |  
|Total current assets                                                                                                                                     |  |                | 84,135  |                |   | 65,199  |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|PROPERTY,
 PLANT, AND EQUIPMENT:                                                                                                                         |  |                |         |                |   |         |  
|Land                                                                                                                                                     |  |                | 1,820   |                |   | 1,415   |  
|Buildings and improvements                                                                                                                               |  |                | 36,684  |                |   | 31,848  |  
|Machinery and equipment                                                                                                                                  |  |                | 25,645  |                |   | 18,470  |  
|Transportation equipment                                                                                                                                 |  |                | 10,577  |                |   | 9,590   |  
|Office furniture and equipment including
 computer systems                                                                                               |  |                | 11,030  |                |   | 10,638  |  
|                                                                                                                                                         |  |                | 85,756  |                |   | 71,961  |  
|Less accumulated depreciation and
 amortization                                                                                                          |  |                | 40,136  |                |   | 36,032  |  
|Net property, plant, and equipment                                                                                                                       |  |                | 45,620  |                |   | 35,929  |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|OTHER
 ASSETS:                                                                                                                                           |  |                |         |                |   |         |  
|Goodwill and intangible assets  less
 accumulated amortization:                                                                                         |  |                |         |                |   |         |  
|$2,556 for 2009 and $2,089 for 2008 (Note
 6)                                                                                                            |  |                | 6,440   |                |   | 6,907   |  
|Long-term investments                                                                                                                                    |  |                |        |                |   | 584     |  
|Other                                                                                                                                                    |  |                | 95      |                |   | 324     |  
|Total other assets                                                                                                                                       |  |                | 6,535   |                |   | 7,815   |  
|                                                                                                                                                         |  | $              | 136,290 |                | $ | 108,943 |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                                                                     |  |                |         |                |   |         |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|CURRENT
 LIABILITIES:                                                                                                                                    |  |                |         |                |   |         |  
|Accounts payabletrade                                                                                                                                   |  | $              | 14,426  |                | $ | 11,781  |  
|Dividends payable                                                                                                                                        |  |                | 2,666   |                |   | 2,459   |  
|Accrued payroll and employee benefits                                                                                                                    |  |                | 8,212   |                |   | 6,137   |  
|Container deposits                                                                                                                                       |  |                | 946     |                |   | 984     |  
|Other accruals                                                                                                                                           |  |                | 1,586   |                |   | 1,344   |  
|Total current liabilities                                                                                                                                |  |                | 27,836  |                |   | 22,705  |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|OTHER
 LONG-TERM LIABILITIES                                                                                                                             |  |                | 604     |                |   | 120     |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|DEFERRED
 INCOME TAXES                                                                                                                                   |  |                | 4,120   |                |   | 1,097   |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|COMMITMENTS
 AND CONTINGENCIES (Note 10)                                                                                                                 |  |                |         |                |   |         |  
|                                                                                                                                                         |  |                |         |                |   |         |  
|SHAREHOLDERS
 EQUITY:                                                                                                                                   |  |                |         |                |   |         |  
|Common stock; authorized: 30,000,000 shares
 of $.05 par value; 10,246,458 and 10,239,458 shares issued and outstanding
 for 2009 and 2008, respectively |  |                | 512     |                |   | 512     |  
|Additional paid-in capital                                                                                                                               |  |                | 38,368  |                |   | 38,091  |  
|Accumulated other comprehensive loss                                                                                                                     |  |                | (10     | )              |   | (10     | )
|Retained earnings                                                                                                                                        |  |                | 64,860  |                |   | 46,428  |  
|Total shareholders equity                                                                                                                               |  |                | 103,730 |                |   | 85,021  |  
|                                                                                                                                                         |  | $              | 136,290 |                | $ | 108,943 |  

See
accompanying notes to financial statements.

18

---



|                    
|--------------------
|HAWKINS, INC.       
|STATEMENTS OF INCOME

|                                                          |  |                   |            |                |   |               |   |   |            |  
|--------------------------------------------------------- |  | ----------------- | ---------- | -------------- | - | ------------- | - | - | ---------- | -
|                                                          |  | Fiscal Year Ended |           
|In thousands, except share and per-share data             |  | March 29, 2009    |            | March 30, 2008 |   | April 1, 2007 |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Sales                                                     |  | $                 | 284,356    |                | $ | 186,664       |   | $ | 151,766    |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Cost of sales                                             |  |                   | (221,936   | )              |   | (148,136      | ) |   | (117,057   | )
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Gross profit                                              |  |                   | 62,420     |                |   | 38,528        |   |   | 34,709     |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Selling, general and administrative
 expenses             |  |                   | (25,083    | )              |   | (26,524       | ) |   | (23,999    | )
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Operating income                                          |  |                   | 37,337     |                |   | 12,004        |   |   | 10,710     |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Investment income                                         |  |                   | 338        |                |   | 1,341         |   |   | 1,692      |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Income from continuing operations before
 income taxes    |  |                   | 37,675     |                |   | 13,345        |   |   | 12,402     |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Provision for income taxes                                |  |                   | (14,251    | )              |   | (4,857        | ) |   | (4,678     | )
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Income from continuing operations                         |  |                   | 23,424     |                |   | 8,488         |   |   | 7,724      |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Income from discontinued operations, net of
 tax (Note 3) |  |                   | 340        |                |   | 622           |   |   | 345        |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Net income                                                |  | $                 | 23,764     |                | $ | 9,110         |   | $ | 8,069      |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Weighted average number of shares
 outstanding-basic      |  |                   | 10,243,970 |                |   | 10,213,225    |   |   | 10,171,496 |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Weighted average number of shares
 outstanding-diluted    |  |                   | 10,249,027 |                |   | 10,214,387    |   |   | 10,173,719 |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Basic and diluted net income per share                    |  |                   |            |                |   |               |   |   |            |  
|Net income from continuing operations per
 share          |  | $                 | 2.29       |                | $ | 0.83          |   | $ | 0.76       |  
|Net income from discontinued operations per
 share        |  |                   | 0.03       |                |   | 0.06          |   |   | 0.03       |  
|Net income per share                                      |  | $                 | 2.32       |                | $ | 0.89          |   | $ | 0.79       |  
|                                                          |  |                   |            |                |   |               |   |   |            |  
|Cash dividends declared per common share                  |  | $                 | 0.52       |                | $ | 0.48          |   | $ | 0.44       |  

See
accompanying notes to financial statements.

19

---



|                                  
|----------------------------------
|HAWKINS, INC.                     
|STATEMENTS OF SHAREHOLDERS EQUITY

|                                                              |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|------------------------------------------------------------- |  | ------------- | ---------- | ------ | - | ---------------------------- | ---------------------------- | ---------------- | ------ | -------------------------------------------------- | - | ------ | - | - | ---- | - | - | ------- | -
|                                                              |  |               |            |        |   | Additional
 Paid-in
 Capital |                              | RetainedEarnings |        | Accumulated
 
 Other
 Comprehensive
 Income (Loss) |   |        |  
|                                                              |  | Common
 Stock |            |        |   |                              | Total
 Shareholders
 Equity |                 
|In thousands,
 except share data                              |  | Shares        |            | Amount |   |                              |                              |                  |       
|                                                              |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |  
|BALANCEApril 2, 2006                                         |  |               | 10,171,496 |        | $ | 509                          |                              | $                | 37,056 |                                                    | $ | 38,657 |   | $ | (126 | ) | $ | 76,096  |  
|                                                              |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|Cash dividends                                                |  |               |            |        |   |                              |                              |                  |        |                                                    |   | (4,485 | ) |   |      |   |   | (4,485  | )
|Restricted stock compensation                                 |  |               |            |        |   |                              |                              |                  | 186    |                                                    |   |        |   |   |      |   |   | 186     |  
|Comprehensive income:                                         |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|Unrealized gain on investments available for sale,
net of tax |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   | 122  |   |   | 122     |  
|Unrealized loss on post-retirement plan liability,
net of tax |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   | (10  | ) |   | (10     | )
|Net income                                                    |  |               |            |        |   |                              |                              |                  |        |                                                    |   | 8,069  |   |   |      |   |   | 8,069   |  
|Comprehensive income                                          |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   | 8,181   |  
|                                                              |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|BALANCEApril 1, 2007                                         |  |               | 10,171,496 |        |   | 509                          |                              |                  | 37,242 |                                                    |   | 42,241 |   |   | (14  | ) |   | 79,978  |  
|                                                              |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|Cash dividends                                                |  |               |            |        |   |                              |                              |                  |        |                                                    |   | (4,923 | ) |   |      |   |   | (4,923  | )
|Shares surrendered for payroll taxes                          |  |               | (17,626    | )      |   | (1                           | )                            |                  | (258   | )                                                  |   |        |   |   |      |   |   | (259    | )
|Restricted stock compensation                                 |  |               |            |        |   |                              |                              |                  | 523    |                                                    |   |        |   |   |      |   |   | 523     |  
|Vesting of restricted stock                                   |  |               | 45,257     |        |   | 2                            |                              |                  | (2     | )                                                  |   |        |   |   |      |   |   |        |  
|Acquisition of Trumark                                        |  |               | 40,331     |        |   | 2                            |                              |                  | 586    |                                                    |   |        |   |   |      |   |   | 588     |  
|Comprehensive income:                                         |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|Unrealized loss on investments available for sale,
net of tax |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   | (2   | ) |   | (2      | )
|Unrealized gain on post-retirement plan liability,
net of tax |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   | 6    |   |   | 6       |  
|Net income                                                    |  |               |            |        |   |                              |                              |                  |        |                                                    |   | 9,110  |   |   |      |   |   | 9,110   |  
|Comprehensive income                                          |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   | 9,114   |  
|                                                              |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|BALANCEMarch 30, 2008                                        |  |               | 10,239,458 |        |   | 512                          |                              |                  | 38,091 |                                                    |   | 46,428 |   |   | (10  | ) |   | 85,021  |  
|                                                              |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|Cash dividends                                                |  |               |            |        |   |                              |                              |                  |        |                                                    |   | (5,332 | ) |   |      |   |   | (5,332  | )
|Stock compensation expense                                    |  |               |            |        |   |                              |                              |                  | 277    |                                                    |   |        |   |   |      |   |   | 277     |  
|Vesting of restricted stock                                   |  |               | 7,000      |        |   |                             |                              |                  |       |                                                    |   |        |   |   |      |   |   |        |  
|Comprehensive income:                                         |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|Adjustment for sale of securities, net of
tax                 |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   | 6    |   |   | 6       |  
|Unrealized loss on post-retirement plan liability,
net of tax |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   | (6   | ) |   | (6      | )
|Net income                                                    |  |               |            |        |   |                              |                              |                  |        |                                                    |   | 23,764 |   |   |      |   |   | 23,764  |  
|Comprehensive income                                          |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   | 23,764  |  
|                                                              |  |               |            |        |   |                              |                              |                  |        |                                                    |   |        |   |   |      |   |   |         |  
|BALANCEMarch 29, 2009                                        |  |               | 10,246,458 |        | $ | 512                          |                              | $                | 38,368 |                                                    | $ | 64,860 |   | $ | (10  | ) | $ | 103,730 |  

See accompanying notes to
financial statements.

20

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|                        
|------------------------
|HAWKINS, INC.           
|STATEMENTS OF CASH FLOWS

|                                                       |  |                   |                |   |                |        |               |   |        |   | 
|------------------------------------------------------ |  | ----------------- | -------------- | - | -------------- | ------ | ------------- | - | ------ | - | 
|                                                       |  | Fiscal Year Ended |               
|In thousands                                           |  |                   | March 29, 2009 |   | March 30, 2008 |        | April 1, 2007 |  
|                                                       |  |                   |                |   |                |        |               |   |        |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                  |  |                   |                |   |                |        |               |   |        |  
|Net income                                             |  | $                 | 23,764         |   | $              | 9,110  |               | $ | 8,069  |  
|Reconciliation to cash flows:                          |  |                   |                |   |                |        |               |   |        |  
|Depreciation and amortization                          |  |                   | 5,581          |   |                | 5,249  |               |   | 4,337  |  
|Deferred income taxes                                  |  |                   | 3,046          |   |                | 678    |               |   | 160    |  
|Stock compensation expense                             |  |                   | 277            |   |                | 523    |               |   | 186    |  
|Loss (gain) on sale of investments                     |  |                   | 16             |   |                | (247   | )             |   |       |  
|Impairment of investments                              |  |                   |               |   |                |       |               |   | 31     |  
|Loss from property disposals                           |  |                   | 114            |   |                | 91     |               |   | 196    |  
|Changes in operating accounts (using)
 providing cash: |  |                   |                |   |                |        |               |   |        |  
|Trade receivables                                      |  |                   | (5,095         | ) |                | (3,010 | )             |   | (3,478 | )
|Inventories                                            |  |                   | (7,830         | ) |                | (959   | )             |   | (2,337 | )
|Accounts payable                                       |  |                   | 1,844          |   |                | 119    |               |   | 2,635  |  
|Accrued liabilities                                    |  |                   | 2,765          |   |                | 645    |               |   | 725    |  
|Other                                                  |  |                   | (53            | ) |                | 6      |               |   | (1,794 | )
|Net cash provided by operating activities              |  |                   | 24,429         |   |                | 12,205 |               |   | 8,730  |  
|                                                       |  |                   |                |   |                |        |               |   |        |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                  |  |                   |                |   |                |        |               |   |        |  
|Additions to property, plant, and
equipment            |  |                   | (14,211        | ) |                | (5,778 | )             |   | (4,688 | )
|Sale and maturities of investments                     |  |                   | 2,841          |   |                | 14,069 |               |   | 3,293  |  
|Proceeds from property disposals                       |  |                   | 93             |   |                | 94     |               |   | 102    |  
|Payments received on notes receivable                  |  |                   |               |   |                |       |               |   | 2,098  |  
|Acquisition of Trumark                                 |  |                   |               |   |                | (5,963 | )             |   |       |  
|Net cash (used in) provided by investing
activities    |  |                   | (11,277        | ) |                | 2,422  |               |   | 805    |  
|                                                       |  |                   |                |   |                |        |               |   |        |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                  |  |                   |                |   |                |        |               |   |        |  
|Cash dividends paid                                    |  |                   | (5,125         | ) |                | (4,711 | )             |   | (4,272 | )
|Net cash used in financing activities                  |  |                   | (5,125         | ) |                | (4,711 | )             |   | (4,272 | )
|                                                       |  |                   |                |   |                |        |               |   |        |  
|NET INCREASE IN CASH AND CASH EQUIVALENTS              |  |                   | 8,027          |   |                | 9,916  |               |   | 5,263  |  
|                                                       |  |                   |                |   |                |        |               |   |        |  
|CASH AND CASH EQUIVALENTS                             |  |                   |                |   |                |        |               |   |        |  
|Beginning of period                                    |  |                   | 21,509         |   |                | 11,593 |               |   | 6,330  |  
|                                                       |  |                   |                |   |                |        |               |   |        |  
|CASH AND CASH EQUIVALENTS                             |  |                   |                |   |                |        |               |   |        |  
|End of period                                          |  | $                 | 29,536         |   | $              | 21,509 |               | $ | 11,593 |  
|                                                       |  |                   |                |   |                |        |               |   |        |  
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW
 INFORMATION    |  |                   |                |   |                |        |               |   |        |  
|Cash paid during the year for income taxes             |  | $                 | 11,588         |   | $              | 4,900  |               | $ | 5,858  |  
|                                                       |  |                   |                |   |                |        |               |   |        |  
|Noncash investing activities                          |  |                   |                |   |                |        |               |   |        |  
|Capital expenditures in accounts payable               |  | $                 | 1,142          |   | $              | 341    |               | $ | 182    |  
|Stock issued for acquisition of Trumark                |  | $                 |               |   | $              | 588    |               | $ |       |  

See
accompanying notes to financial statements.

21

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|                             
|-----------------------------
|HAWKINS, INC.                
|NOTES TO FINANCIAL STATEMENTS

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Nature of BusinessWe
 have two reportable segments: Industrial and Water Treatment. The Industrial
 Group operates our Industrial segment and specializes in providing industrial
 chemicals, products and services to the agriculture, energy, electronics,
 food, chemical processing, pulp and paper, pharmaceutical, medical device and
 plating industries. The group also manufactures and sells certain food-grade
 products, including our patented Cheese Phos® liquid phosphate, lactates and
 other blended products. The Water Treatment Group operates our Water
 Treatment segment and specializes in providing equipment, chemicals and
 solutions for potable water, municipal and industrial wastewater, industrial
 process water and non-residential swimming pool water. The group has the
 resources and flexibility to treat systems ranging in size from a small
 single well to a multi-million gallon-per-day facility.                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Fiscal YearOur
 fiscal year is a 52/53-week year ending on the Sunday closest to March 31.
 The fiscal years ended March 29, 2009 (fiscal 2009), March 30, 2008
 (fiscal 2008) and April 1, 2007 (fiscal 2007) were 52-week years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | EstimatesThe
 preparation of financial statements in conformity with accounting principles
 generally accepted in the United States of America (generally accepted
 accounting principles) requires management to make estimates and assumptions
 that affect the reported amounts of assets and liabilities and disclosure of
 contingent assets and liabilities at the date of the financial statements and
 the reported amounts of revenues and expenses during the reported period.
 Actual results could differ from those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Revenue Recognition
 We recognize revenue when there is evidence that the customer has agreed to
 purchase the product, the price and terms of the sale are fixed, the product
 has shipped and title passes to our customer, performance has occurred, and
 collection of the receivable is reasonably assured.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Shipping and HandlingAll shipping and handling amounts
 billed to customers are included in revenues. Costs incurred related to the
 shipping and handling of products are included in costs of sales.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Cash EquivalentsCash
 equivalents include all liquid debt instruments (primarily cash funds, money
 market accounts and certificates of deposit) purchased with an original
 maturity of three months or less. The balances maintained at financial
 institutions may, at times, exceed federally insured limits.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Investments Held-to-maturity securitiesconsist of
 debt securities, which we held to maturity and were valued at amortized
 historical cost. No held-to-maturity securities existed at March 29, 2009.
 Held-to-maturity securities with a market value of $261,000 were classified
 as non-current at March 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Available-for-sale securitiesconsist of
 debt securities that were held for indefinite periods of time, including
 securities that were sold in response to changes in market interest or
 prepayment rates, needs for liquidity, or changes in the availability or
 yield of alternative investments. These securities were valued at current
 market value, with the resulting unrealized holding gains and losses excluded
 from earnings and reported, net of tax, as a separate component of shareholders
 equity until realized. No available-for-sale securities existed at March 29,
 2009, while available-for-sale-securities with a market value of $329,000
 were classified as non-current at March 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | All
 securities with gross unrealized losses were subjected to our process for
 identifying other-than-temporary impairments. We wrote down to fair value
 securities that we deem to be other-than-temporarily impaired in the period
 the securities were deemed to be impaired. The initial indicator of impairment
 was a sustained decline in market price below the amortized cost of the
 investment. On a case-by-case basis, we considered the length of time and the
 extent to which market value had been less than cost, the cause of the price
 decline, the extent to which the price decline was due to the general level
 of interest rates or other issuer-specific factors, the issuers financial
 condition and ability to make future payments in a timely manner, and our
 investment horizon. As of April 1, 2007, an aggregate loss of $311,000,
 including $31,000 recorded during fiscal 2007, was recorded due to a decline
 in market value of a mutual fund that was deemed other than temporary. In
 fiscal 2008, we sold the mutual fund and recognized a gain of $245,000. We do
 not engage in trading activities.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | InventoriesInventories,
 consisting primarily of finished goods, are primarily valued at the lower of
 cost or net realizable value, with cost being determined using the last-in,
 first-out (LIFO) method. The cost of the March 29, 2009 inventory balance of
 $1,890,000, classified as held for sale, and the March 30, 2008 inventory
 balance of $2,258,000 related to the discontinued operations of the
 Pharmaceutical Segment was determined using the first-in, first-out (FIFO)
 method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | Property, Plant and EquipmentProperty
 is stated at cost and depreciated or amortized over the lives of the assets,
 using both straight-line and declining-balance methods. Estimated lives are:
 10 to 40 years for buildings and improvements; 3 to 20 years for machinery
 and equipment; 3 to 10 years for transportation equipment; and 3 to 10 years
 for office furniture and equipment including computer systems.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

22

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Significant
 improvements that add to productive capacity or extend the lives of properties
 are capitalized. Costs for repairs and maintenance are charged to expense as
 incurred. When property is retired or otherwise disposed of, the cost and
 related accumulated depreciation or amortization are removed from the
 accounts and any related gains or losses are included in income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | We review
 the recoverability of long-lived assets to be held and used, such as
 property, plant and equipment, when events or changes in circumstances occur
 that indicate the carrying value of the asset or asset group may not be
 recoverable, such as prolonged industry downturn or significant reductions in
 projected future cash flows. The assessment of possible impairment is based
 on our ability to recover the carrying value of the asset or asset group from
 the expected future pre-tax cash flows (undiscounted and without interest
 charges) of the related operations. If these cash flows are less than the
 carrying value of such asset or asset group, an impairment loss would be
 measured by which the carrying value exceeds the fair value of the long-lived
 assets. The measurement of impairment requires us to estimate future cash
 flows and the fair value of long-lived assets. No material long-lived assets
 were determined to be impaired during fiscal 2009, 2008, or 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Goodwill and Identifiable Intangible Assets
 Goodwill represents the excess of the cost of acquired businesses over the
 fair value of identifiable tangible net assets and identifiable intangible
 assets purchased. Goodwill is tested at least annually for impairment, and is
 tested for impairment more frequently if events or changes in circumstances
 indicate that the asset might be impaired. The impairment test is performed
 using a two-step process. In the first step, the fair value of the reporting
 unit is compared with the carrying amount of the reporting unit, including
 goodwill. If the estimated fair value is less than the carrying amount of the
 reporting unit, an indication that goodwill impairment exists and a second
 step must be completed in order to determine the amount of the goodwill
 impairment, if any, which should be recorded. In the second step, an
 impairment loss would be recognized for any excess of the carrying amount of
 the reporting units goodwill over the implied fair value of that goodwill. The
 implied fair value of goodwill is determined by allocating the fair value of
 the reporting unit in a manner similar to a purchase price allocation. The
 fair value of the reporting unit is determined using a discounted cash flow
 analysis. Projecting discounted future cash flows requires us to make
 significant estimates regarding future revenues and expenses, projected
 capital expenditures, changes in working capital and the appropriate discount
 rate. The projections also take into account several factors including
 current and estimated economic trends and outlook, costs of raw materials,
 consideration of our market capitalization in comparison to the estimated
 fair values of our reporting units determined using discounted cash flow
 analyses and other factors which are beyond our control.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Our primary
 identifiable intangible assets include customer lists, trade secrets,
 non-compete agreements, trademarks, and trade names acquired in previous
 business acquisitions. Under the provisions of Statements of Financial
 Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets,
 identifiable intangibles with finite lives are amortized and those
 identifiable intangibles with indefinite lives are not amortized. The values
 assigned to the intangible assets with finite lives are being amortized on
 average over approximately 12 years. Identifiable intangible assets that are
 subject to amortization are evaluated for impairment whenever events or
 changes in circumstances indicate that the carrying amount may not be
 recoverable. Identifiable intangible assets not subject to amortization are
 tested for impairment annually or more frequently if events warrant. The
 impairment test consists of a comparison of the fair value of the intangible
 asset with its carrying amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | We completed
 step one of our annual goodwill impairment evaluation during the fourth
 quarter of fiscal 2009 with the reporting units fair value exceeding its
 carrying value. Accordingly, step two of the impairment analysis was not required.
 We also completed an impairment test of intangible assets not subject to
 amortization during the fourth quarter, in which the fair value exceeded the
 carrying amount. Additionally, no impairment charges were required for fiscal
 2008 or 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | Income TaxesWe
 follow SFAS No. 109, Accounting for Income Taxes. In the preparation of our
 financial statements, management calculates income taxes based upon the
 estimated effective rate applicable to operating results for the full fiscal
 year. This includes estimating the current tax liability as well as assessing
 differences resulting from different treatment of items for tax and book
 accounting purposes. These differences result in deferred tax assets and
 liabilities, which are recorded on the balance sheet. These assets and
 liabilities are analyzed regularly and management assesses the likelihood
 that deferred tax assets will be recovered from future taxable income. We
 record any interest and penalties related to income taxes as income tax
 expense in the statements of income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | In
 accordance with Financial Accounting Standards Board (FASB) Interpretation
 (FIN) No. 48, Accounting for Uncertainty in Income Taxes, we recognize the
 effect of income tax positions only if those positions are more likely than
 not of being sustained. Changes in recognition or measurement are reflected
 in the period in which the change in judgment occurs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

23

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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We are
 subject to U.S. federal income tax as well as income tax of multiple state
 jurisdictions. The tax years beginning with 2005 remain open to examination
 by the Internal Revenue Service, and with few exceptions, state and local
 income tax jurisdictions.                                                                                                                                                                                                   
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Stock-Based CompensationWe account for the fair value
 recognition provisions of SFAS No. 123R (revised 2004), Share Based
 Payment. SFAS No. 123R which
 revised SFAS No. 123, Accounting for Stock-Based Compensation (SFAS No.
 123) and supercedes Accounting Principles Board Opinion No. 25, Accounting
 for Stock Issued to Employees (APB 25) requiring us to recognize expense
 related to the fair value of our stock-based compensation awards.       
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | In
 accordance with SFAS 123R, the estimated grant date fair value of each
 stock-based award is recognized in expense on an accelerated basis over the
 requisite service period (generally the vesting period). The estimated fair
 value of each option is calculated using the Black-Scholes option-pricing
 model. Non-vested share awards are recorded as compensation expense over the
 requisite service periods based on the market value on the date of grant.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | Earnings Per ShareBasic earnings per share (EPS) are
 computed by dividing net earnings by the weighted-average number of common
 shares outstanding. Diluted EPS includes the incremental shares assumed to be
 issued upon the exercise of stock options and the incremental shares assumed
 to be issued as performance units and restricted stock. Basic and diluted EPS
 were calculated using the following:                                                     

|                                                                           |  |                 |            |                 |  |                |  |  |            | 
|-------------------------------------------------------------------------- |  | --------------- | ---------- | --------------- |  | -------------- |  |  | ---------- | 
|                                                                           |  | March
 29, 2009 |            | March
 30, 2008 |  | April
 1, 2007 | 
|                                                                           |  |                 |            |                 |  |                |  |  |            | 
|Weighted average common shares outstanding
  basic                        |  |                 | 10,243,970 |                 |  | 10,213,225     |  |  | 10,171,496 | 
|Dilutive impact of stock options,
 performance units, and restricted stock |  |                 | 5,057      |                 |  | 1,162          |  |  | 2,223      | 
|Weighted average common shares outstanding
 - diluted                      |  |                 | 10,249,027 |                 |  | 10,214,387     |  |  | 10,173,719 | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | For fiscal
 2009, 61,332 stock options were excluded from the calculation of weighted
 average shares for diluted EPS because their effects were antidilutive. There
 were no stock options outstanding during fiscal 2008 and 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Concentrations of Credit RiskFinancial
 instruments, which potentially subject us to a concentration of credit risk,
 principally consist of trade receivables. We sell our principal products to a
 large number of customers in many different industries. There are no
 concentrations of business transacted with a particular customer or sales
 from a particular service or geographic area that would significantly impact
 us in the near term. To reduce credit risk, we routinely assess the financial
 strength of our customers. We invest our excess cash balances at times in
 certificate of deposits with original maturities of three months or less and
 a money market account at two separate financial institutions.                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Derivative Instruments and Hedging
 ActivitiesWe follow SFAS No. 133, Accounting
 for Derivative Instruments and Hedging Activities, as amended by SFAS No.
 138, Accounting for Certain Derivative Instruments and Certain Hedging
 Activities. SFAS 133 establishes accounting and reporting standards for
 derivative instruments and for hedging activities. It requires that all
 derivatives, including those embedded in other contracts, be recognized as
 either assets or liabilities and that those financial instruments be measured
 at fair value. The accounting for changes in the fair value of derivatives
 depends on their intended use and designation. Management has reviewed the
 requirements of SFAS 133 and has determined that we have no freestanding or
 embedded derivatives. All contracts that contain provisions meeting the
 definition of a derivative also meet the requirements of, and have been
 designated as, normal purchases and sales. Our policy is to not use
 freestanding derivatives and to not enter into contracts with terms that
 cannot be designated as normal purchases or sales.                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Accounting Pronouncements
 In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements.
 This statement defines fair value, establishes a consistent framework for measuring
 fair value, and expands disclosures on fair value measurements. This
 Statement applies to other accounting pronouncements that require or permit
 fair value measurements, the FASB having previously concluded in those
 accounting pronouncements that fair value is the relevant measurement
 attribute. Accordingly, this Statement does not require any new fair value
 measurements. We adopted SFAS 157 at the beginning of the first quarter of
 fiscal 2009 for financial assets and liabilities, and the adoption had no
 impact on our results of operations and financial condition. The application
 of the Statement to the determination of fair value of nonfinancial assets
 and liabilities that are recognized or disclosed on a nonrecurring basis is
 effective for fiscal years beginning after November 15, 2008. We do not
 expect there to be a material impact upon the adoption of this Statement in
 regards to nonfinancial assets and liabilities.

24

---



|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | SFAS 157
 establishes a valuation hierarchy for disclosure of the inputs to valuation
 used to measure fair value. This hierarchy prioritizes the inputs into three
 broad levels as follows: Level 1 inputs are quoted prices (unadjusted) in
 active markets for identical assets or liabilities; Level 2 inputs are quoted
 prices for similar assets and liabilities in active markets or inputs that
 are observable for the asset or liability, either directly or indirectly
 through market corroboration, for substantially the full term of the
 financial instrument and Level 3 inputs are unobservable inputs based upon
 our own assumptions used to measure assets and liabilities at fair value. A
 financial asset or liabilitys classification within the hierarchy is
 determined based on the lowest level of input that is significant to the fair
 value measurement. As of March 29, 2009, our financial assets that are
 measured at fair value on a recurring basis are money markets, which fall
 under valuation techniques Level 1. The carrying value of money market
 accounts approximates fair value.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|2. | ACQUISITION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | On May 15,
 2007, we signed an asset purchase agreement with Trumark, Inc., Trumark Ltd.,
 Profloc Inc. (collectively Trumark), which produces antimicrobial products
 for the food industry, and the shareholders of each entity, under which we
 agreed to acquire substantially all of the assets of the entities and assume
 certain operating liabilities for cash of approximately $5,963,000 and
 Hawkins stock of $588,000. On May 31, 2007, we completed the acquisition. The
 acquired business is included in our Industrial segment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The assets
 acquired consist of assets used by Trumark to operate its business, including
 intellectual property, manufacturing equipment and inventories. We funded the
 cash portion of the transaction with existing cash and issued new shares of
 common stock. The purchase price allocation was as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

|                       |  |   |           |  
|---------------------- |  | - | --------- | -
|Accounts receivable    |  | $ | 1,115,000 |  
|Inventory              |  |   | 265,000   |  
|Property and equipment |  |   | 259,000   |  
|Other assets           |  |   | 10,000    |  
|Customer relationships |  |   | 2,058,000 |  
|Trade names            |  |   | 1,227,000 |  
|Trade secrets          |  |   | 862,000   |  
|Non-compete            |  |   | 162,000   |  
|Goodwill               |  |   | 1,204,000 |  
|Current liabilities    |  |   | (611,000  | )
|Total                  |  | $ | 6,551,000 |  

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | The
 operations of Trumark are included in our statement of income beginning on
 June 1, 2007. The proforma effect of this acquisition on prior period sales,
 operating income, and earnings per share was not significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | DISCONTINUED OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | In February
 2009, we entered into two agreements whereby we agreed to sell our inventory
 and enter into a marketing relationship regarding the business of our
 Pharmaceutical segment, which provided pharmaceutical chemicals to retail
 pharmacies and small-scale pharmaceutical manufacturers. On May 22, 2009 the
 majority of the inventory was sold for cash of approximately $1,600,000 which
 approximated its carrying value. The remaining inventory, with a carrying
 value of approximately $120,000, is expected to be sold during fiscal 2010.
 The agreements provide for annual payments based on a percentage of gross
 profit on future sales up to a maximum of approximately $3,700,000. We have
 no significant obligations to fulfill under the agreements. Amounts received
 in excess of approximately $1,800,000, the carrying value of our customer
 list and other assets, will be recorded as a gain on sale of discontinued
 operations in future periods. The results of the Pharmaceutical segment have
 been reported as discontinued operations for all periods presented. The
 Pharmaceutical segment inventories as of March 29, 2009 have been classified
 as held for sale.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|4. | INVESTMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | We had no
 investment securities as of March 29, 2009. The amortized cost and fair value
 of investment securities available-for-sale as of March 30, 2008, were as
 follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

25

---



|                                  |  |                 |           |                          |   |                           |  |             |         |   |   |           | 
|--------------------------------- |  | --------------- | --------- | ------------------------ | - | ------------------------- |  | ----------- | ------- | - | - | --------- | 
|                                  |  | March 30, 2008  |          
|                                  |  | Amortized
 Cost |           | Gross
 Unrealized
 Gains |   | Gross
 Unrealized
 Losses |  | Fair
 Value |        
|                                  |  |                 |           |                          |   |                           |  |             |         |   |   |           | 
|Fixed Income Securities:          |  |                 |           |                          |   |                           |  |             |         |   |   |           | 
|U.S. Corporate Securities         |  | $               | 1,856,000 |                          | $ | 3,000                     |  | $           | (10,000 | ) | $ | 1,849,000 | 
|U.S. Government Agency Securities |  |                 | 758,000   |                          |   | 2,000                     |  |             | (4,000  | ) |   | 756,000   | 
|                                  |  |                 |           |                          |   |                           |  |             |         |   |   |           | 
|Total Fixed Income Securities     |  | $               | 2,614,000 |                          | $ | 5,000                     |  | $           | (14,000 | ) | $ | 2,605,000 | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Proceeds from the
 sale/maturity of investments were $2,841,000 for fiscal 2009, $14,069,000 for
 fiscal 2008, and $3,293,000 for fiscal year 2007. During fiscal 2008, we sold
 the mutual fund held at April 1, 2007 and recorded a gain of $245,000 and
 sold our investment contracts held at April 1, 2007 at amortized cost.
 Realized gains and losses were not material for the fiscal years 2009 or
 2007.
| |                                                                                                                                                                                                                                                                                                                                                                                                                    
| | The following table
 provides the gross unrealized losses and fair value, aggregated by investment
 category, and the length of time the individual securities have been in a
 continuous unrealized loss position at March 30, 2008:                                                                                                                                                                              

|                                  |  |                     |   |                                     |   |             |  |                    |           |                   |   |                           |   |   |           |  |   |         |  
|--------------------------------- |  | ------------------- | - | ----------------------------------- | - | ----------- |  | ------------------ | --------- | ----------------- | - | ------------------------- | - | - | --------- |  | - | ------- | -
|                                  |  | March 30, 2008      |  
|                                  |  | Less Than 12 Months |   | Equal to or Greater
 Than 12 Months |   |             |  |                    |           |                   |  
|                                  |  | Fair
 Value         |   | Unrealized
 Losses                  |   | Fair
 Value |  | Unrealized
 Losses |           | Total
 Fair Value |   | Total
 Unrealized
 Losses |  
|                                  |  |                     |   |                                     |   |             |  |                    |           |                   |   |                           |   |   |           |  |   |         |  
|Fixed Income Securities:          |  |                     |   |                                     |   |             |  |                    |           |                   |   |                           |   |   |           |  |   |         |  
|U.S. Corporate Securities         |  | $                   |  |                                     | $ |            |  | $                  | 1,849,000 |                   | $ | (10,000                   | ) | $ | 1,849,000 |  | $ | (10,000 | )
|U.S. Government Agency Securities |  |                     |  |                                     |   |            |  |                    | 756,000   |                   |   | (4,000                    | ) |   | 756,000   |  |   | (4,000  | )
|                                  |  |                     |   |                                     |   |             |  |                    |           |                   |   |                           |   |   |           |  |   |         |  
|                                  |  |                     |   |                                     |   |             |  |                    |           |                   |   |                           |   |   |           |  |   |         |  
|Total Fixed Income Securities     |  | $                   |  |                                     | $ |            |  | $                  | 2,605,000 |                   | $ | (14,000                   | ) | $ | 2,605,000 |  | $ | (14,000 | )

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | We had 14 investments in
 an unrealized loss position as of March 30, 2008. We believed that the
 unrealized losses in the investment portfolio were primarily the result of
 changes in market interest rates and not from the deterioration in the
 creditworthiness of the underlying issuers. The majority of the investments
 had contractual terms, which did not permit the issuer to settle the
 securities at a price less than the amortized cost of the investment. The
 U.S. Government agency securities were guaranteed by an agency of the U.S.
 Government. We had the ability and intent to hold these investments until a
 recovery of fair value. The Company did not consider these investments to be
 other-than-temporarily impaired.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|5. | INVENTORIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | Inventories at March 29,
 2009 and March 30, 2008 consisted of the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

|                             |  |      |             |      |   |            |  
|---------------------------- |  | ---- | ----------- | ---- | - | ---------- | -
|                             |  | 2009 |             | 2008 |  
|                             |  |      |             |      |   |            |  
|Finished goods (FIFO
 basis) |  | $    | 34,479,000  |      | $ | 18,513,000 |  
|LIFO reserve                 |  |      | (14,528,000 | )    |   | (4,502,000 | )
|Net inventory                |  | $    | 19,951,000  |      | $ | 14,011,000 |  

| |                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The FIFO value of
 inventories accounted for under the LIFO method were $34,323,000 at March 29,
 2009 and $16,182,000 at March 30, 2008. The remainder of the inventory was
 valued and accounted for under the FIFO method.
| |                                                                                                                                                                                                                              
| | We increased the LIFO
 reserve by $10,026,000 in fiscal 2009 and $1,332,000 in fiscal 2008 due to
 increases in inventory costs and changes in inventory product mix.                                                        

26

---



|   |                                                                                                                                                                                                   
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | GOODWILL
 AND OTHER IDENTIFIABLE INTANGIBLE ASSETS                                                                                                                                                
|   |                                                                                                                                                                                                   
|   | There were no changes in
 the carrying amount of goodwill for fiscal 2009. The changes in the carrying
 amount of goodwill for fiscal 2008 are within the Industrial segment and were
 as follows:

|         |  |                |   |                      |   |                 |  |   |           | 
|-------- |  | -------------- | - | -------------------- | - | --------------- |  | - | --------- | 
|         |  | April
 1, 2007 |   | Trumark
 Acquisition |   | March
 30, 2008 | 
|Goodwill |  | $              |  |                      | $ | 1,204,000       |  | $ | 1,204,000 | 

| |                                                                                                                                                                                                                                                                                                                                   
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Intangible assets consist
 primarily of customer lists, trade secrets and non-compete agreements
 classified as finite life and trademarks and trade names classified as
 indefinite life, related to previous business acquisitions. A summary of our
 intangible assets as of March 29, 2009 and March 30, 2008 were as follows:

|                                   |  |                     |           |                           |   |            |   |   |           | 
|---------------------------------- |  | ------------------- | --------- | ------------------------- | - | ---------- | - | - | --------- | 
|                                   |  | 2009                |          
|                                   |  | GrossCarryingAmount |           | Accumulated
 Amortization |   | Net        |  
|Finite-life intangible
 assets     |  | $                   | 6,565,000 |                           | $ | (2,556,000 | ) | $ | 4,009,000 | 
|Indefinite-life intangible
 assets |  |                     | 1,227,000 |                           |   |           |   |   | 1,227,000 | 
|Total intangibles, net             |  | $                   | 7,792,000 |                           | $ | (2,556,000 | ) | $ | 5,236,000 | 

|                                   |  |                     |           |                           |   |            |   |   |           | 
|---------------------------------- |  | ------------------- | --------- | ------------------------- | - | ---------- | - | - | --------- | 
|                                   |  | 2008                |          
|                                   |  | GrossCarryingAmount |           | Accumulated
 Amortization |   | Net        |  
|                                   |  |                     |           |                           |   |            |   |   |           | 
|Finite-life intangible
 assets     |  | $                   | 6,565,000 |                           | $ | (2,089,000 | ) | $ | 4,476,000 | 
|Indefinite-life intangible
 assets |  |                     | 1,227,000 |                           |   |           |   |   | 1,227,000 | 
|Total intangibles, net             |  | $                   | 7,792,000 |                           | $ | (2,089,000 | ) | $ | 5,703,000 | 

| |                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------
| | Intangible asset
 amortization expense was $467,000 during fiscal 2009, $445,000 during fiscal
 2008, and $225,000 during fiscal 2007.
| |                                                                                                                                       
| | The estimated future
 amortization expense for identifiable intangible assets during the next five
 years is as follows:              

|                               |  |      |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|------------------------------ |  | ---- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ------- |  | - | ------- | 
|                               |  | 2010 |         | 2011 |   | 2012    |  | 2013 |         | 2014 |  
|                               |  |      |         |      |   |         |  |      |         |      |   |         |  |   |         | 
|Estimated amortization expense |  | $    | 779,000 |      | $ | 867,000 |  | $    | 439,000 |      | $ | 220,000 |  | $ | 215,000 | 

|   |                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|7. | NOTES
 RECEIVABLE                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                
|   | We had three notes
 receivable related to the sales of a portion of our business, and in 2007,
 the notes were paid in full in the amount of approximately $2.3 million. The
 interest rate on the notes receivable was 8% and we recorded interest income
 of approximately $300,000 during the fourth quarter of fiscal 2007.
|   |                                                                                                                                                                                                                                                                                                                                
|8. | ACCUMULATED
 OTHER COMPREHENSIVE LOSS                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                
|   | Components of accumulated
 other comprehensive loss, net of tax, were as follows:                                                                                                                                                                                                                                              

|                                            |  |      |         |      |   |         |   |   |         |  
|------------------------------------------- |  | ---- | ------- | ---- | - | ------- | - | - | ------- | -
|                                            |  | 2009 |         | 2008 |   | 2007    |  
|Available-for-sale
 investments             |  | $    |        |      | $ | (6,000  | ) | $ | (4,000  | )
|Post-retirement plan
 liability adjustments |  |      | (10,000 | )    |   | (4,000  | ) |   | (10,000 | )
|Accumulated other
 comprehensive loss       |  | $    | (10,000 | )    | $ | (10,000 | ) | $ | (14,000 | )

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | PENSION
 AND EMPLOYEE STOCK OWNERSHIP PLANS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | We have a defined
 contribution pension plan covering substantially all of our non-bargaining
 employees. Contributions are made at our discretion subject to a maximum
 amount allowed under the Internal Revenue Code. Our cost for the pension plan
 was 15% of each employees covered compensation in each of the fiscal years
 2009, 2008 and 2007. Effective April 1, 2009, we converted the pension plan
 to a profit sharing plan. Amounts charged to pension expense and contributed
 to union multi-employer pension plans were not material. It is our policy to
 fund all pension costs accrued.

27

---



| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | We have an employee stock
 ownership plan (ESOP) covering substantially all of our non-bargaining
 employees, excluding officers. Contributions are made at the discretion of
 the Board of Directors subject to a maximum amount allowed under the Internal
 Revenue Code. Our cost for the ESOP was 5% of each employees covered
 compensation in each of the fiscal years 2009, 2008 and 2007.
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | We have an employee stock
 purchase plan (ESPP) covering substantially all of our employees, excluding
 officers. We match 75% of each employees contribution, up to a maximum of
 $375 per month, on a monthly basis.                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                   
| | The following represents
 the contribution expense for the pension, ESOP, and ESPP plans:                                                                                                                                                                                                                                                                                                         

|                           |  |   |           |  |      |           |      |   |           |  | 
|-------------------------- |  | - | --------- |  | ---- | --------- | ---- | - | --------- |  | 
|Benefit
 Plan              |  |   | 2009      |  | 2008 |           | 2007 |  
|                           |  |   |           |  |      |           |      |   |           | 
|Pension Plan               |  | $ | 2,669,000 |  | $    | 2,389,000 |      | $ | 2,179,000 | 
|ESOP                       |  |   | 855,000   |  |      | 791,000   |      |   | 726,000   | 
|ESPP                       |  |   | 638,000   |  |      | 608,000   |      |   | 573,000   | 
|Total contribution expense |  | $ | 4,162,000 |  | $    | 3,788,000 |      | $ | 3,478,000 | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Our Board of Directors
 approved a long-term incentive equity compensation arrangement for our
 executive officers during the first quarter of fiscal 2009. This long-term
 incentive arrangement provides for the grant of nonqualified stock options
 that vest at the end of a three-year period and expire no later than 10 years
 after the grant date. On May 13, 2008, we issued 61,332 stock options to our
 executive officers under this arrangement. We used the Black-Scholes valuation
 model to estimate the fair value of the options at grant date based on the
 following assumptions:

|                         |  |  |      |  
|------------------------ |  |  | ---- | -
|Dividend Yield:          |  |  | 3.2  | %
|Volatility:              |  |  | 28.0 | %
|Risk-Free Interest Rate: |  |  | 3.0  | %
|Expected Life in Years:  |  |  | 4    |  

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Volatility was calculated
 using the past four years of historical stock prices of our common stock. The
 expected life is estimated based on expected future trends and the terms and
 vesting periods of the options granted. The risk-free interest rate is an
 interpolation of the relevant U.S. Treasury Bond Rate as of the grant date.
 The grant date fair value was $2.95 per option and we recorded compensation
 expense for fiscal 2009 of $53,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Our Board of Directors
 approved a performance-based equity compensation arrangement for our
 executive officers during the first quarter of fiscal 2009. The
 performance-based arrangement provides for the grant of performance units
 that represent a possible future issuance of restricted shares of our common
 stock based on our pre-tax income target for the applicable fiscal year. On
 May 13, 2008, we granted performance units to our executive officers under
 this arrangement. The actual number of restricted shares to be issued to each
 officer will be determined after our final financial information becomes
 available after the applicable fiscal year and will be between 0 shares and
 23,000 shares in the aggregate. The restricted shares issued will fully vest
 two years after the last day of the fiscal year on which the performance is
 based. In accordance with SFAS 123R, Share-Based Payment, we are recording
 the compensation expense for the outstanding performance share units over the
 life of the awards and recorded $116,000 of compensation expense for fiscal
 2009. The amount of expense recorded each period is dependent upon our
 estimate of the number of shares that will ultimately be issued and the
 current price of our common stock.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | As part of their retainer,
 the Board of Directors receives restricted stock for their Board services.
 The restricted stock awards are expensed over the requisite vesting period,
 which begins on the date of issuance and ends on the date of the next Annual
 Meeting of Shareholders, based on the market value on the date of grant. The
 following represents the grants for the Boards fiscal 2009 and 2008
 services:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

28

---



|                    |  |                         |       |                                   |   |                             |  |                             |         |  |   |        | 
|------------------- |  | ----------------------- | ----- | --------------------------------- | - | --------------------------- |  | --------------------------- | ------- |  | - | ------ | 
|Grant Date          |  | Number of SharesAwarded |       | Grant Date
 Fair Value
 Per Share |   | 2009
 Compensation
 Expense |  | 2008
 Compensation
 Expense |        
|                   
|September
 18, 2007 |  |                         | 7,000 |                                   | $ | 14.48                       |  | $                           | 40,000  |  | $ | 61,000 | 
|August 7,
 2008     |  |                         | 7,000 |                                   | $ | 14.53                       |  |                             | 68,000  |  |   |       | 
|Total expense       |  |                         |       |                                   |   |                             |  | $                           | 108,000 |  | $ | 61,000 | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | On December 15, 2006, we
 issued 45,257 shares of restricted stock to certain employees of Hawkins. The
 restricted stock awards were recorded as compensation expense over the
 requisite vesting period, which was one year of service, based on the market
 value on the date of grant. The grant date fair value on December 15, 2006
 was $14.09. The shares became fully vested on December 15, 2007. Restricted
 stock expense related to this grant was $450,000 for fiscal 2008 and $186,000
 for fiscal 2007.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | We do not currently offer
 any other significant post-retirement or post-employment benefits.                                                                                                                                                                                                                                                                                                                                                                                                                          

|    |                                                                                                                                                                                                                                                               
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10. | COMMITMENTS
 AND CONTINGENCIES                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                               
|    | LeasesWe have
 various operating leases for trucks and land and buildings on which some of
 our operations are located. Future minimum lease payments due under operating
 leases with an initial term of one year or more at March 29, 2009 are as
 follows:

|                      |  |      |         |      |   |         |  |      |         |      |   |            |  |   |         |  |   |           | 
|--------------------- |  | ---- | ------- | ---- | - | ------- |  | ---- | ------- | ---- | - | ---------- |  | - | ------- |  | - | --------- | 
|                      |  | 2010 |         | 2011 |   | 2012    |  | 2013 |         | 2014 |   | Thereafter | 
|Minimum lease payment |  | $    | 496,000 |      | $ | 408,000 |  | $    | 372,000 |      | $ | 379,000    |  | $ | 383,000 |  | $ | 3,108,000 | 

| |                                                                                
| | -------------------------------------------------------------------------------
| | Total rental expense for
 the fiscal years 2009, 2008 and 2007 were as follows:

|                     |  |      |         |      |   |         |  |   |         | 
|-------------------- |  | ---- | ------- | ---- | - | ------- |  | - | ------- | 
|                     |  | 2009 |         | 2008 |   | 2007    | 
|                    
|Minimum rentals      |  | $    | 538,000 |      | $ | 402,000 |  | $ | 285,000 | 
|Contingent rentals   |  |      | 106,000 |      |   | 99,000  |  |   | 88,000  | 
|Total rental expense |  | $    | 644,000 |      | $ | 501,000 |  | $ | 373,000 | 

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | LitigationWe
 are a party from time to time in various legal proceedings arising in the
 ordinary course of our business. None of the pending proceedings are expected
 to have a material effect on us.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Asset Retirement Obligations We have two leases of land, and at the end
 of the lease term (currently 2018 if the leases are not renewed), we have a
 specified amount of time to remove the property and buildings. At the end of
 the specified amount of time, anything that remains on the land becomes the property
 of the lessor, and the lessor has the option to either maintain the property
 or remove the property at our expense. We have not been able to reasonably
 estimate the fair value of the asset retirement obligations, primarily due to
 the combination of the following factors: the leases do not expire in the
 near future; we have a history of extending the leases with the lessor and
 currently intend to do so at expiration of this lease period; the lessor does
 not have a history of terminating leases with its tenants; and because it is
 more likely than not that the buildings will have value at the end of the
 lease life and therefore, may not be removed by either the lessee or the
 lessor. Therefore, in accordance with SFAS No. 143, Accounting for Asset Retirement
 Obligations, and FASB Interpretation 47, Accounting for Conditional Asset
 Retirement Obligations - an interpretation of FASB Statement No. 143, we
 have not recorded an asset retirement obligation as of March 29, 2009. We
 will continue to monitor the factors surrounding the requirement to record an
 asset retirement obligation and will recognize the fair value of a liability
 in the period in which it is incurred and a reasonable estimate can be made.

29

---



|    |                                                                                
|--- | -------------------------------------------------------------------------------
|11. | INCOME
 TAXES                                                                  
|    |                                                                                
|    | The provisions for income
 taxes for fiscal 2009, 2008 and 2007 are as follows:

|                |  |      |            |      |   |           |  |   |           | 
|--------------- |  | ---- | ---------- | ---- | - | --------- |  | - | --------- | 
|                |  | 2009 |            | 2008 |   | 2007      | 
|               
|Federalcurrent |  | $    | 8,874,000  |      | $ | 3,290,000 |  | $ | 3,667,000 | 
|Statecurrent   |  |      | 2,331,000  |      |   | 889,000   |  |   | 906,000   | 
|Deferred        |  |      | 3,046,000  |      |   | 678,000   |  |   | 105,000   | 
|Total provision |  | $    | 14,251,000 |      | $ | 4,857,000 |  | $ | 4,678,000 | 
|                |  |      |            |      |   |           |  |   |           | 

| |                                                                                                                                                                               
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Reconciliations of the
 provisions for income taxes, based on income from continuing operations, to
 the applicable federal statutory income tax rate of 35% are listed below.

|                                              |  |      |            |      |   |           |   |   |           |  
|--------------------------------------------- |  | ---- | ---------- | ---- | - | --------- | - | - | --------- | -
|                                              |  | 2009 |            | 2008 |   | 2007      |  
|                                             
|Statutory federal income
 tax                 |  | $    | 13,212,000 |      | $ | 4,729,000 |   | $ | 4,367,000 |  
|State income taxes, net of
 federal deduction |  |      | 1,908,000  |      |   | 652,000   |   |   | 588,000   |  
|Tax-exempt income                             |  |      | (4,000     | )    |   | (6,000    | ) |   | (7,000    | )
|ESOP dividend deduction on
 allocated shares  |  |      | (290,000   | )    |   | (259,000  | ) |   | (239,000  | )
|Domestic production
 deduction                |  |      | (385,000   | )    |   | (105,000  | ) |   | (39,000   | )
|Othernet                                     |  |      | (190,000   | )    |   | (154,000  | ) |   | 8,000     |  
|Total                                         |  | $    | 14,251,000 |      | $ | 4,857,000 |   | $ | 4,678,000 |  

| |                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------
| | The tax effects of items
 comprising our net deferred tax asset (liability) as of March 29, 2009 and
 March 30, 2008 are as follows:

|                                     |  |      |            |      |   |            |  
|------------------------------------ |  | ---- | ---------- | ---- | - | ---------- | -
|                                     |  |      |            |      |   |            |  
|                                     |  | 2009 |            | 2008 |  
|                                    
|Current deferred taxes:              |  |      |            |      |   |            |  
|Trade receivables                    |  | $    | 137,000    |      | $ | 88,000     |  
|Inventory                            |  |      | 457,000    |      |   | 246,000    |  
|Accruals                             |  |      | 399,000    |      |   | 310,000    |  
|Prepaid                              |  |      | (343,000   | )    |   |           |  
|Other                                |  |      | 33,000     |      |   | 61,000     |  
|Total*                               |  | $    | 683,000    |      | $ | 705,000    |  
|                                     |  |      |            |      |   |            |  
|Noncurrent deferred taxes:           |  |      |            |      |   |            |  
|Excess of tax over book depreciation |  | $    | (4,340,000 | )    | $ | (1,113,000 | )
|Accruals                             |  |      | 296,000    |      |   | 46,000     |  
|Amortization of intangibles          |  |      | (82,000    | )    |   | (33,000    | )
|Other                                |  |      | 6,000      |      |   | 3,000      |  
|Total                                |  | $    | (4,120,000 | )    | $ | (1,097,000 | )

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | * Included in prepaid
 expenses and other current assets on the balance sheet.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|12. | SEGMENT
 INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    | We have two reportable
 segments: Industrial and Water Treatment. The accounting policies of the
 segments are the same as those described in the summary of significant
 accounting policies. Product costs and expenses for each segment are based on
 actual costs incurred along with cost allocation of shared and centralized
 functions. We evaluate performance based on profit or loss from operations
 before income taxes not including nonrecurring gains and losses. Reportable
 segments are defined by product and type of customer. Segments are
 responsible for the sales, marketing and development of their products and
 services. The segments do not have separate accounting, administration,
 customer service or purchasing functions. There are no intersegment sales and
 no operating segments have been aggregated. Given our nature, it is not
 practical to disclose revenues from external customers for each product or
 each group of similar products. No single customer revenues amount to 10
 percent or more of our revenue. Sales are primarily within the United States
 and all assets are located within the United States.

30

---



|                                   |  |            |             |                  |   |            |  |   |             | 
|---------------------------------- |  | ---------- | ----------- | ---------------- | - | ---------- |  | - | ----------- | 
|Reportable Segments                |  | Industrial |             | Water
 Treatment |   | Total      | 
|                                   |  |            |             |                  |   |            |  |   |             | 
|Fiscal Year
 Ended March 29, 2009: |  |            |             |                  |   |            |  |   |             | 
|Sales                              |  | $          | 201,596,000 |                  | $ | 82,760,000 |  | $ | 284,356,000 | 
|Gross profit                       |  |            | 41,466,000  |                  |   | 20,954,000 |  |   | 62,420,000  | 
|Operating income                   |  | $          | 25,520,000  |                  | $ | 11,817,000 |  | $ | 37,337,000  | 
|                                   |  |            |             |                  |   |            |  |   |             | 
|Identifiable assets*               |  | $          | 78,083,000  |                  | $ | 20,896,000 |  | $ | 98,979,000  | 

|  |                                                                                                                                                                                                                                                                                   
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Unallocated
 assets consisting primarily of cash and cash equivalents and prepaid expenses
 were $33,414,000. Additionally, trade receivables and our customer list
 associated with the discontinued operations of the Pharmaceutical Segment
 were $3,897,000 at March 29, 2009.

|                                   |  |   |             |  |   |            |  |   |             | 
|---------------------------------- |  | - | ----------- |  | - | ---------- |  | - | ----------- | 
|Fiscal Year
 Ended March 30, 2008: |  |   |             |  |   |            |  |   |             | 
|Sales                              |  | $ | 124,597,000 |  | $ | 62,067,000 |  | $ | 186,664,000 | 
|Gross profit                       |  |   | 19,796,000  |  |   | 18,732,000 |  |   | 38,528,000  | 
|Operating income                   |  | $ | 2,318,000   |  | $ | 9,686,000  |  | $ | 12,004,000  | 
|                                   |  |   |             |  |   |            |  |   |             | 
|Identifiable assets*               |  | $ | 56,199,000  |  | $ | 19,173,000 |  | $ | 75,372,000  | 

|  |                                                                                                                                                                                                                                                    
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Unallocated
 assets consisting primarily of cash and cash equivalents, investments, and
 prepaid expenses were $28,067,000 and assets associated with the discontinued
 operations of the Pharmaceutical Segment were $5,504,000 at March 30, 2008.

|                                  |  |   |            |  |   |            |  |   |             | 
|--------------------------------- |  | - | ---------- |  | - | ---------- |  | - | ----------- | 
|Fiscal Year
 Ended April 1, 2007: |  |   |            |  |   |            |  |   |             | 
|Sales                             |  | $ | 95,395,000 |  | $ | 56,371,000 |  | $ | 151,766,000 | 
|Gross profit                      |  |   | 18,030,000 |  |   | 16,679,000 |  |   | 34,709,000  | 
|Operating income                  |  | $ | 2,330,000  |  | $ | 8,380,000  |  | $ | 10,710,000  | 
|                                  |  |   |            |  |   |            |  |   |             | 
|Identifiable assets*              |  | $ | 46,447,000 |  | $ | 17,640,000 |  | $ | 64,087,000  | 

|  |                                                                                                                                                                                                                                                   
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Unallocated
 assets consisting primarily of cash and cash equivalents, investments, and
 prepaid expenses were $31,613,000 and assets associated with the discontinued
 operations of the Pharmaceutical Segment were $5,569,000 at April 1, 2007.

|    |                                              
|--- | ---------------------------------------------
|13. | SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
|    |                                              
|    | In thousands, expect per share data          

|                                                        |  |                                     |        |                                           |   |                                         |   |                                       |        |  |   |        | 
|------------------------------------------------------- |  | ----------------------------------- | ------ | ----------------------------------------- | - | --------------------------------------- | - | ------------------------------------- | ------ |  | - | ------ | 
|                                                        |  | Fiscal 2009 (Unaudited)             |       
|                                                        |  | First
 Quarter Ended
 June 30, 2008 |        | Second
 Quarter Ended
 September 30, 2008 |   | Third
 Quarter Ended
 December 31, 2008 |   | Fourth
 Quarter Ended
 March 29, 2009 |       
|                                                        |  |                                     |        |                                           |   |                                         |   |                                       |        |  |   |        | 
|Sales                                                   |  | $                                   | 62,554 |                                           | $ | 78,463                                  |   | $                                     | 75,555 |  | $ | 67,784 | 
|Gross profit                                            |  |                                     | 13,441 |                                           |   | 17,320                                  |   |                                       | 18,102 |  |   | 13,557 | 
|Operating income                                        |  |                                     | 7,408  |                                           |   | 11,254                                  |   |                                       | 11,196 |  |   | 7,479  | 
|Income from continuing operations                       |  |                                     | 4,741  |                                           |   | 6,875                                   |   |                                       | 6,923  |  |   | 4,885  | 
|Income (loss) from discontinued operations,
 net of tax |  |                                     | 135    |                                           |   | (52                                     | ) |                                       | 50     |  |   | 207    | 
|Net income                                              |  |                                     | 4,876  |                                           |   | 6,823                                   |   |                                       | 6,973  |  |   | 5,092  | 
|                                                        |  |                                     |        |                                           |   |                                         |   |                                       |        |  |   |        | 
|Basic and diluted net income per share                  |  | $                                   | 0.48   |                                           | $ | 0.67                                    |   | $                                     | 0.68   |  | $ | 0.50   | 

31

---



|                                                 |  |                                     |        |                                           |   |                                         |  |                                       |        |  |   |        | 
|------------------------------------------------ |  | ----------------------------------- | ------ | ----------------------------------------- | - | --------------------------------------- |  | ------------------------------------- | ------ |  | - | ------ | 
|                                                 |  | Fiscal 2008 (Unaudited)             |       
|                                                 |  | First
 Quarter Ended
 June 30, 2007 |        | Second
 Quarter Ended
 September 30, 2007 |   | Third
 Quarter Ended
 December 31, 2007 |  | Fourth
 Quarter Ended
 March 30, 2008 |       
|                                                 |  |                                     |        |                                           |   |                                         |  |                                       |        |  |   |        | 
|Sales                                            |  | $                                   | 46,208 |                                           | $ | 45,882                                  |  | $                                     | 45,916 |  | $ | 48,658 | 
|Gross profit                                     |  |                                     | 11,028 |                                           |   | 11,072                                  |  |                                       | 8,352  |  |   | 8,076  | 
|Operating income                                 |  |                                     | 3,987  |                                           |   | 4,089                                   |  |                                       | 1,891  |  |   | 2,037  | 
|Income from continuing operations                |  |                                     | 2,730  |                                           |   | 2,742                                   |  |                                       | 1,329  |  |   | 1,687  | 
|Income from discontinued operations, net of
 tax |  |                                     | 221    |                                           |   | 179                                     |  |                                       | 178    |  |   | 44     | 
|Net income                                       |  |                                     | 2,951  |                                           |   | 2,921                                   |  |                                       | 1,507  |  |   | 1,731  | 
|Basic and diluted net income per share           |  | $                                   | 0.29   |                                           | $ | 0.29                                    |  | $                                     | 0.15   |  | $ | 0.17   | 

32

---



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

Not
Applicable.

|         |                        
|-------- | -----------------------
|ITEM 9A. | CONTROLS AND PROCEDURES

Evaluation of disclosure controls and
procedures

As of the end
of the period covered by this Annual Report on Form 10-K, we conducted an
evaluation, under supervision and with the participation of management,
including the chief executive officer and chief financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Rules 13a-15 and 15d-15 of the Exchange Act. Based upon
that evaluation, our chief executive officer and chief financial officer concluded
that our disclosure controls and procedures are effective. Disclosure controls
and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act
as controls and other procedures that are designed to ensure that information
required to be disclosed by us in reports filed with the SEC under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in reports filed under the Exchange
Act is accumulated and communicated to our management, including our principal
executive and principal financial officers, or person performing similar
functions, as appropriate to allow timely decisions regarding required
disclosure.

Managements Report on Internal Control Over
Financial Reporting

The report of
management required under this Item 9A is contained in Item 8 of this Annual
Report on 10-K under the caption Managements Report on Internal Control over
Financial Reporting.

Attestation Report of Registered Public
Accounting Firm

The
attestation report required under this Item 9A is contained in Item 8 of this
Annual Report on 10-K under the caption Report of Independent Registered
Public Accounting Firm.

Changes in Internal Control Procedures

There was no
change in our internal control over financial reporting during the fourth
quarter of fiscal 2009 that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.

|         |                  
|-------- | -----------------
|ITEM 9B. | OTHER INFORMATION

Not
applicable.

PART III

Certain
information required by Part III is incorporated by reference from Hawkins
definitive Proxy Statement for the Annual Meeting of Shareholders to be held on
August 5, 2009 (the 2009 Proxy Statement). Except for those portions
specifically incorporated in this Form 10-K by reference to Hawkins Proxy
Statement, no other portions of the 2009 Proxy Statement are deemed to be filed
as part of this Form 10-K.

|         |                                                         
|-------- | --------------------------------------------------------
|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
 GOVERNANCE

Our executive
officers, their ages and offices held, as of May 31, 2009 are set forth below:

|                    |  |     |  |                                                        
|------------------- |  | --- |  | -------------------------------------------------------
|Name                |  | Age |  | Office                                                 
|                    |  |     |  |                                                        
|John R.
 Hawkins    |  | 57  |  | Chief
 Executive Officer                               
|                    |  |     |  |                                                        
|Kathleen P.
 Pepski |  | 54  |  | Vice
 President, Chief Financial Officer, and Treasurer
|                    |  |     |  |                                                        
|Richard G.
 Erstad  |  | 45  |  | Vice
 President, General Counsel and Secretary         
|                    |  |     |  |                                                        
|Keenan A.
 Paulson  |  | 59  |  | Vice President
  Water Treatment Group                
|                    |  |     |  |                                                        
|John R.
 Sevenich   |  | 51  |  | Vice
 President  Industrial Group                     

33

---



John R. Hawkins has
been the Companys Chief Executive Officer since 2000 and was Chairman of the
Board from 2000 to 2005. He was President and Chief Operating Officer from 1998
to 2000 and was Secretary from 1991 to 1999. He was an Executive Vice President
from 1997 to 1998 and Vice President of Sales from 1987 to 1997.

Kathleen P. Pepski
has been the Companys Vice President, Chief Financial Officer and Treasurer
since February 2008 and was Secretary from February 2008 to November 2008. She
was the Executive Vice President and Chief Financial Officer of PNA Holdings,
LLC and Katun Corporation, a supplier of business equipment parts, from 2003 to
2007, the Vice President of Finance of Hoffman Enclosures, a manufacturer of
systems enclosures and a subsidiary of Pentair, Inc., from 2002 to 2003, Senior
Vice President and Chief Financial Officer of BMC Industries, Inc., a
manufacturer of lenses and aperture masks, from 2000 to 2001, and Vice
President and Controller at Valspar Corporation, a paint and coatings
manufacturer, from 1994 to 2000.

Richard G. Erstad has been the Companys Vice President, General Counsel and Secretary since
November 2008. He was General Counsel and Secretary of BUCA, Inc., a restaurant
company, from 2005 to 2008. Mr. Erstad had previously been an attorney with the
corporate group of Faegre & Benson LLP, a law firm, from 1996 to 2005,
where his practice focused on securities law and mergers and acquisitions. He
is a member of the Minnesota Bar.

Keenan A. Paulson
has been the Companys Vice President  Water Treatment Group since May 2000.
Prior to attaining this position, Ms. Paulson held various positions during her
37-year career with the Company, most recently as its Water Treatment General
Manager.

John R. Sevenich has
been the Companys Vice President  Industrial Group since May 2000. He was the
Business Unit Manager of Manufacturing from 1998 to 2000 and was a Sales
Representative with the Company from 1989 to 1998.

Election of
Directors, Corporate Governance, and Section 16(a) Beneficial Ownership
Reporting Compliance of the 2009 Proxy Statement are incorporated herein by
reference.

We have
adopted a Code of Business Conduct and Ethics that applies to all of our
directors and employees, including our principal executive officer, principal
financial officer, controller and other persons performing similar functions.
We have posted the Code of Business Conduct and Ethics on our website located
at http://www.hawkinsinc.com. Hawkins Code of Business Conduct and Ethics is
also available in print to any shareholder who requests it in writing from our
Corporate Secretary. We intend to post on our website any amendment to, or
waiver from, a provision of our Code of Business Conduct and Ethics that
applies to our principal executive officer, principal financial officer,
controller and other persons performing similar functions within four business
days following the date of such amendment or waiver. We are not including the
information contained on our website as part of, or incorporating it by
reference into, this report.

|         |                       
|-------- | ----------------------
|ITEM 11. | EXECUTIVE COMPENSATION

Compensation
of Executive Officers and Directors of the 2009 Proxy Statement is
incorporated herein by this reference.

|         |                                                                                                
|-------- | -----------------------------------------------------------------------------------------------
|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
 MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security
Ownership of Management and Beneficial Ownership and Equity Compensation Plan
Information of the 2009 Proxy Statement are incorporated herein by this
reference.

|         |                                                                           
|-------- | --------------------------------------------------------------------------
|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
 DIRECTOR INDEPENDENCE

Election of
Directors and Related Party Transactions of the 2009 Proxy Statement are
incorporated herein by this reference.

|         |                                       
|-------- | --------------------------------------
|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent
Registered Public Accounting Firms Fees of the 2009 Proxy Statement is
incorporated herein by this reference.

34

---



PART IV

|         |                                           
|-------- | ------------------------------------------
|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a)(1) | FINANCIAL STATEMENTS OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | The following financial statements of Hawkins, Inc.
 are filed as part of this Annual Report on Form 10-K:                                                                                                                                                                                                                                                                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Report of Independent Registered Public Accounting
 Firm.                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Balance Sheets at March 29, 2009 and March 30, 2008.                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Statements of Income for the fiscal years ended
 March 29, 2009, March 30, 2008, and April 1, 2007.                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Statements of Shareholders Equity for the fiscal
 years ended March 29, 2009, March 30, 2008, and April 1, 2007.                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Statements of Cash Flows for the fiscal years ended
 March 29, 2009, March 30, 2008, and April 1, 2007.                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Notes to Financial Statements.                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)(2) | FINANCIAL STATEMENT SCHEDULES OF THE COMPANY                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | 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 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.
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | The following financial statement schedule for the
 fiscal years 2009, 2008 and 2007.                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Schedule II - Valuation and Qualifying Accounts.                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|(a)(3) | EXHIBITS                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                        
|       | The exhibits of this Annual Report on Form 10-K
 included herein are set forth on the attached Exhibit Index.                                                                                                                                                                                                                                                                                          

35

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SIGNATURES

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on June 5, 2009.

| |               |                                          | 
| | ------------- | ---------------------------------------- | 
| | HAWKINS, INC. |                                         
| |               |                                         
| | By            | /s/ John R. Hawkins                      | 
| |               | John R. Hawkins, Chief Executive Officer | 

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 Company and in
the capacities indicated on June 5, 2009.

| |                                                                                                                                             | 
| | ------------------------------------------------------------------------------------------------------------------------------------------- | 
| | /s/ John R. Hawkins                                                                                                                         | 
| | John R. Hawkins, Chief Executive Officer (Principal
 Executive Officer) and Director                                                        | 
| |                                                                                                                                             | 
| | /s/ Kathleen P. Pepski                                                                                                                      | 
| | Kathleen P. Pepski, Chief Financial Officer, Vice
 President, and Treasurer (Principal Financial Officer and Principal
 Accounting Officer) | 
| |                                                                                                                                             | 
| | /s/ John S. McKeon                                                                                                                          | 
| | John S. McKeon, Director, Chairman of the Board                                                                                             | 
| |                                                                                                                                             | 
| |                                                                                                                                             | 
| | Howard M. Hawkins, Director                                                                                                                 | 
| |                                                                                                                                             | 
| | /s/ Duane M. Jergenson                                                                                                                      | 
| | Duane M. Jergenson, Director                                                                                                                | 
| |                                                                                                                                             | 
| | /s/ G. Robert Gey                                                                                                                           | 
| | G. Robert Gey, Director                                                                                                                     | 
| |                                                                                                                                             | 
| | /s/ Daryl I. Skaar                                                                                                                          | 
| | Daryl I. Skaar, Director                                                                                                                    | 
| |                                                                                                                                             | 
| | /s/ Eapen Chacko                                                                                                                            | 
| | Eapen Chacko, Director                                                                                                                      | 
| |                                                                                                                                             | 
| | /s/ James A. Faulconbridge                                                                                                                  | 
| | James A. Faulconbridge, Director                                                                                                            | 
| |                                                                                                                                             | 
| | /s/ James T. Thompson                                                                                                                       | 
| | James T. Thompson, Director                                                                                                                 | 
| |                                                                                                                                             | 
| | /s/ Jeffrey L. Wright                                                                                                                       | 
| | Jeffrey L. Wright, Director                                                                                                                 | 

36

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SCHEDULE II

|                                                                             
|-----------------------------------------------------------------------------
|HAWKINS,
 INC.                                                               
|                                                                             
|VALUATION AND QUALIFYING ACCOUNTS                                            
|FOR THE FISCAL YEARS ENDED MARCH
 29, 2009, MARCH 30, 2008, AND APRIL 1, 2007

|                                                            |  |                                |         |                                 |   |                             |  |                        |  |                         |         |  |   |         | 
|----------------------------------------------------------- |  | ------------------------------ | ------- | ------------------------------- | - | --------------------------- |  | ---------------------- |  | ----------------------- | ------- |  | - | ------- | 
|                                                            |  |                                |         | Additions                       |   |                             |  |                        | 
|Description                                                 |  | Balance at
 Beginning
 of Year |         | Charged to
 Costs and
 Expenses |   | Charged
 To Other
 Accounts |  | Deductions
 Write-Offs |  | Balance at
 End of Year |        
|                                                            |  |                                |         |                                 |   |                             |  |                        |  |                         |         |  |   |         | 
|Reserve deducted from asset to which it applies:            |  |                                |         |                                 |   |                             |  |                        |  |                         |         |  |   |         | 
|                                                            |  |                                |         |                                 |   |                             |  |                        |  |                         |         |  |   |         | 
|Year Ended March 29, 2009:
 Allowance for doubtful accounts |  | $                              | 225,000 |                                 | $ | 230,000                     |  |                        |  | $                       | 105,000 |  | $ | 350,000 | 
|                                                            |  |                                |         |                                 |   |                             |  |                        |  |                         |         |  |   |         | 
|Year Ended March 30, 2008:
 Allowance for doubtful accounts |  | $                              | 225,000 |                                 | $ | 18,000                      |  |                        |  | $                       | 18,000  |  | $ | 225,000 | 
|                                                            |  |                                |         |                                 |   |                             |  |                        |  |                         |         |  |   |         | 
|Year Ended April 1, 2007:
 Allowance for doubtful accounts  |  | $                              | 225,000 |                                 | $ | 56,000                      |  |                        |  | $                       | 56,000  |  | $ | 225,000 | 

37

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Exhibit Index

|        |  |                                                                                                                                                |  |                          
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------
|Exhibit |  | Description                                                                                                                                    |  | Method of Filing         
|3.1     |  | Amended and Second Restated Articles of
 Incorporation as amended through February 27, 2001. (1)                                               |  | Incorporated by Reference
|3.2     |  | Second Amended and Superseding By-Laws as amended
 through February 15, 1995. (2)                                                              |  | Incorporated by Reference
|10.1    |  | Retirement Agreement dated December 2, 1998 between
 the Company and Howard M. Hawkins. (3)                                                    |  | Incorporated by Reference
|10.2    |  | Description of Consulting Arrangement with John S.
 McKeon. (4)                                                                                |  | Incorporated by Reference
|10.3    |  | Hawkins, Inc. 2004 Omnibus Stock Plan. (5)                                                                                                     |  | Incorporated by Reference
|10.4    |  | Form of Restricted Stock Agreement under the
 Companys 2004 Omnibus Stock Plan. (6)                                                           |  | Incorporated by Reference
|10.5    |  | Form of Restricted Stock Agreement (Directors) under
 the Companys 2004 Omnibus Stock Plan. (7)                                               |  | Incorporated by Reference
|10.6    |  | Form of Non-Statutory Stock Option Agreement under
 the Companys 2004 Omnibus Stock Plan. (8)                                                 |  | Incorporated by Reference
|10.7    |  | Form of Performance-Based Restricted Stock Unit
 Award Notice and Restricted Stock Agreement under the Companys 2004 Omnibus
 Stock Plan. (9) |  | Incorporated by Reference
|23.1    |  | Consent of Independent Registered Public Accounting
 Firm.                                                                                     |  | Filed Electronically     
|31.1    |  | Certification by Chief Executive Officer pursuant to
 Rule 13a-14(a) of the Exchange Act.                                                      |  | Filed Electronically     
|31.2    |  | Certification by Chief Financial Officer pursuant to
 Rule 13a-14(a) of the Exchange Act.                                                      |  | Filed Electronically     
|32.1    |  | Section 1350 Certification by Chief Executive
 Officer.                                                                                        |  | Filed Electronically     
|32.2    |  | Section 1350 Certification by Chief Financial
 Officer.                                                                                        |  | Filed Electronically     

|    |  |                                                                                                                                                                         
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Incorporated by reference to Exhibit 3.1 to the
 Companys Annual Report on Form 10-K for the year ended September 30, 2001.                                            
|(2) |  | Incorporated by reference to Exhibit 3.2 to the
 Companys Annual Report on Form 10-K for the year ended October 1, 1995.                                               
|(3) |  | Incorporated by reference to Exhibit 10.1 to the
 Companys Annual Report on Form 10-K for the year ended April 3, 2005.                                                
|(4) |  | Incorporated by reference to Item 1.01 of the
 Companys Current Report on Form 8-K dated May 3, 2006 and filed May 8, 2006.                                            
|(5) |  | Incorporated by reference to Appendix B to the
 Companys Proxy Statement for the 2004 Annual Meeting of Shareholders filed
 July 23, 2004.                             
|(6) |  | Incorporated by reference to Exhibit 10.2 to the
 Companys Quarterly Report on Form 10-Q for the quarterly period ended
 September 30, 2004 and filed November 9, 2004.
|(7) |  | Incorporated by reference to Exhibit 10.1 to the
 Companys Quarterly Report on Form 10-Q for the quarterly period ended
 September 30, 2008.                           
|(8) |  | Incorporated by reference to Exhibit 10.1 to the
 Companys Quarterly Report on Form 10-Q for the quarterly period ended June
 30, 2008.                                
|(9) |  | Incorporated by reference to Exhibit 10.2 to the
 Companys Quarterly Report on Form 10-Q for the quarterly period ended June
 30, 2008.                                

38

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