<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C.  20549
                            - - - - - - - - - - - - -
                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: September 28, 1997, Commission File No. 0-7647

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:  NONE
Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, Par Value $.05 per share
                     --------------------------------------
                                (Title of Class)

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

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

The aggregate market value of voting stock held by nonaffiliates of the
Registrant on November 30, 1997, was $72,600,295.  For purposes of this
calculation, all shares held by officers and directors of the Registrant and by
the Trustees of the Registrant's Employee Stock Ownership Plan and Money
Purchase Pension Plan were deemed to be shares held by affiliates.

The number of shares outstanding of the Registrant's only class of common stock
on November 30, 1997, was 11,603,895.

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE

     The following portions of the Registrant's Annual Report to Shareholders
for the year ended September 28, 1997 (which portions are filed as an exhibit to
this Form 10-K in accordance with Item 601(b)(13)(ii) of Regulation S-K)  and
Proxy Statement for the 1998 Annual Meeting of Shareholders (to be filed with
the Commission on January 5, 1998) are incorporated by the reference below as
the Item of this Form l0-K indicated.


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

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

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

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

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

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

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

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

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


                                       -2-

<PAGE>

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


                                     PART I


     ITEM 1.   BUSINESS.

     (a)  GENERAL DEVELOPMENT OF THE BUSINESS.  The Registrant was incorporated
under the laws of the State of Minnesota in 1955.  In the past year the
Registrant has not changed its form of organization or mode of conducting
business and has not acquired or disposed of any material amount of assets other
than in the ordinary course of business.  Following the end of fiscal 1997, on
October 1, 1997 the Registrant merged three of its former subsidiaries, Feed-
Rite Controls, Inc., Mon-Dak Chemical, Inc., Dakota Chemical, Inc., and its
Arrowhead Chemical Division together to form a single wholly owned subsidiary
known as Hawkins Water Treatment Group, Inc.


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

     (c)  NARRATIVE DESCRIPTION OF THE BUSINESS.

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

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

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


                                       -3-

<PAGE>

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

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

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

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

     (ii)  STATUS OF NEW PRODUCTS.  The Registrant began shipping its Cheese-
Phos-Registered Trademark- product (discussed below) in late calendar 1995.
Sales of this product in fiscal 1997 were not material to the Registrant's
results of operations for the period.

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


                                       -4-

<PAGE>

foreseeable future, most of the basic chemicals purchased by the Registrant can
be obtained from alternative sources should existing relationships be
terminated.

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

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

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

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

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

     (vii)  DEPENDENCE ON LIMITED NUMBER OF CUSTOMERS.  No one customer
represents more than approximately 4% of the Registrant's sales, but the loss of
its four largest customers could have a material adverse effect on the
Registrant's results of operations.

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

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


                                       -5-

<PAGE>

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

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

     (xii)  ENVIRONMENTAL MATTERS.  The Registrant is primarily a compounder and
distributor, rather than a manufacturer, of chemical products.  As such,
compliance with current federal, state and local provisions regarding discharge
of materials into the environment, or otherwise relating to the protection of
the environment, is not anticipated to have any material effect upon the capital
expenditures, earnings or competitive position of the Registrant.  Registrant
does not currently anticipate making any material capital expenditures for
environmental control facilities during fiscal year 1998.

     (xiii)  EMPLOYEES.  The number of persons employed by the Registrant and
its subsidiaries as of September 28, 1997 was 151.

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

     ITEM 2.   PROPERTIES.

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

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


                                       -6-

<PAGE>

Subsidiary                                                  Approximate
or Division         Location            Primary Use         Square Feet
-----------         --------            -----------         -----------
Hawkins Terminal
Division            St. Paul, MN(1)     Office, Ware-       32,000
                                        house and
                                        Garage

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

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

                    Washburn, ND        Office and          14,000
                                        Warehouse

                    Billings, MT        Office and           6,000
                                        Warehouse

                    Aberdeen, SD        Warehouse            8,000

                    Sioux Falls, SD(4)  Warehouse           18,000

                    Rapid City, SD      Warehouse            3,600

                    Superior, WI        Office and          17,000
                                        Warehouse

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

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


                                       -7-

<PAGE>

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

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

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

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

     ITEM 3.   LEGAL PROCEEDINGS.

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

     LYNDE COMPANY WAREHOUSE FIRE.  On March 1, 1995, the Registrant and its
     former subsidiary The Lynde Company were named as defendants in an action
     entitled DONNA M. COOKSEY, ET AL. V. HAWKINS CHEMICAL, INC. AND THE LYNDE
     COMPANY ("COOKSEY").  This action was certified as a partial class action
     earlier this year and remains pending in state district court in Hennepin
     County, Minnesota.  The plaintiffs are seeking damages for personal injury
     and other damages alleged to have been caused by the alleged release of
     hazardous substances as a result of a fire at an office/warehouse facility
     used by The Lynde Company.  The Registrant has entered into a class
     settlement agreement with the class, pursuant to which the Registrant has
     agreed to pay certain of the class' costs and expenses as well as certain
     compensation to the class pursuant to a Matrix and Plan of Distribution
     which form a part of the settlement agreement.  The district court has
     given preliminary approval of the settlement and a hearing on final
     approval is scheduled for January 30, 1998.

     The Registrant's primary and umbrella insurers have denied a tender of 
     the defense of the lawsuit and have denied any obligation to indemnify 
     the Registrant for damages claimed by third parties in connection with 
     the fire.  This denial is based on a "Total Pollution Exclusion" which 
     purports to exclude coverage for bodily injury and other losses caused 
     by a release of pollutants, even if such release is caused by a hostile 
     fire.  On July 7, 1995, the Registrant commenced suits against The North 
     River Insurance Company and the Westchester Fire Insurance Company, the 
     primary and umbrella insurers, respectively.  These actions were filed 
     in the United States District Court for the District of Minnesota.  On 
     October 6, 1996, the Court entered an Order for Judgment against the two 
     insurers declaring that they each owed the Registrant a duty to defend 
     the Cooksey action, that the insurers had breached their duty to defend 
     and that the Registrant was entitled to judgment against North River in 
     the amount of $890,174 and against Westchester in the amount of $90,868 
     for fees and expenses incurred by the Registrant through October of 1996 
     in defending against the Cooksey action and in prosecuting the action 
     against the two insurers.  The two insurers have appealed the

                                       -8-

<PAGE>

     judgment to the Eighth Circuit Court of Appeals.  Briefs have not yet been
     filed with the Eighth Circuit and a decision is not expected on the appeal
     until sometime during the second half of 1998.  It is not possible at this
     time to predict with certainty the outcome on appeal or the amount of any
     ultimate recovery.

     Because the Registrant's insurers have denied tender of the defense of 
     the COOKSEY lawsuit, the Registrant has incurred significant legal fees 
     and expenses in fiscal 1997 and may continue to do so in future periods. 
     The actual legal fees, expenses and settlement costs which will 
     ultimately be borne by the Registrant as a result of the settlement of 
     the COOKSEY lawsuit and as a result of the action against the 
     Registrant's insurers are highly dependent on a variety of factors which 
     are the subject of the Matrix and Plan of Distribution described above, 
     as well as the ultimate result of the litigation regarding insurance 
     coverage.

     During fiscal 1995, the Registrant recorded $750,000 to cover expected
     settlement costs relating to the COOKSEY litigation. The Registrant
     recorded an additional $1,100,000 in the fourth quarter of fiscal 1997 to
     cover certain quantifiable costs and expenses it will incur as a result of
     the settlement of the COOKSEY litigation.  In addition to these accruals,
     the Registrant expended approximately $775,000 for legal fees and other
     costs relating to the litigation in fiscal 1997.  It is not possible at
     this time to quantify the probable settlement costs which may be payable by
     the Registrant pursuant to the Matrix and Plan of Distribution which form a
     part of the settlement agreement.  The Registrant reasonably expects,
     however, that such settlement costs will be estimable by the end of 1998.

The Registrant became self-insured with respect to products liability claims in
December 1985 with the establishment of a $1,000,000 trust fund to fund this
self-insurance program.  No claims covered by this program have been made to
date.  As of October 1, 1989, the Registrant again secured product liability
insurance of $1,000,000, although the trust fund was maintained as an umbrella
over this insurance coverage.  In March of 1997, the insurance trust was
terminated, although all investments held by the trust were retained by the
Registrant.

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

     No matter was submitted to a vote of security holders during the fourth
quarter of fiscal 1997.

                                     PART II

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

     See the Registrant's Annual Report for the year ended September 28, 1997,
referenced on page 2 of this Form 10-K.


                                       -9-

<PAGE>

     ITEM 6.   SELECTED FINANCIAL DATA.

     See the Registrant's Annual Report for the year ended September 28, 1997,
referenced on page 2 of this Form 10-K.

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

     See the Registrant's Annual Report for the year ended September 28, 1997,
referenced on page 2 of this Form 10-K.

     ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     See the Registrant's Annual Report for the year ended September 28, 1997,
referenced on page 2 of this Form 10-K.

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


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


                                    PART III


     ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     See the Registrant's Proxy Statement for the 1998 Annual Meeting of
Shareholders to be filed with the Commission on January 5, 1998, referenced on
page 2 of this Form 10-K.

     ITEM 11.  EXECUTIVE COMPENSATION.

     See the Registrant's Proxy Statement for the 1998 Annual Meeting of
Shareholders to be filed with the Commission on January 5, 1998, referenced on
page 2 of this Form 10-K.

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

     See the Registrant's Proxy Statement for the 1998 Annual Meeting of
Shareholders to be filed with the Commission on January 5, 1998, referenced on
page 2 of this Form 10-K.


                                      -10-

<PAGE>

     ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     See the Registrant's Proxy Statement for the 1998 Annual Meeting of
Shareholders to be filed with the Commission on January 5, 1998, referenced on
page 2 of this Form 10-K.


                                     PART IV


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

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

     1.   The following consolidated financial statements of Hawkins Chemical,
Inc. and subsidiaries, together with the Independent Auditors' Report, found
under appropriate headings in the Registrant's 1997 Annual Report to
Shareholders, are hereby incorporated by reference in this Annual Report on Form
10-K.

     Consolidated Balance Sheets at September 28, 1997 and September 29, 1996

     Consolidated Statements of Income and Retained Earnings for the Years Ended
     September 28, 1997, September 29, 1996 and October 1, 1995.

     Consolidated Statements of Cash Flows for the Years Ended September 28,
     1997, September 29, 1996 and October 1, 1995.

     Notes to Consolidated Financial Statements

     Independent Auditors' Report

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

     Independent Auditors' Report on Schedule

     Schedule for the Years Ended September 28, 1997, September 29, 1996 and
     October 1, 1995:

     II             -    Valuation and Qualifying Accounts


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

                                      -11-

<PAGE>

     3.   (a)  EXHIBITS.

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

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

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

4    See Exhibits 3.1 and 3.2 above.

13*  Portions of Annual Report to Security Holders for period ended September
     28, 1997.

21*  Subsidiaries of Registrant.

23*  Independent Auditors' Consent

27*  Financial Data Schedule

*  Denotes previously unfiled documents.

(b)  REPORTS ON FORM 8-K.

     None.


                                      -12-

<PAGE>

                                   SIGNATURES

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

                                             HAWKINS CHEMICAL, INC.
                                             By  /s/ Dean L. Hahn
                                                 ------------------------------
                                                  Dean L. Hahn, Chairman
Dated:  December 29, 1997.                        of the Board of Directors

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

By  /s/ Dean L. Hahn                              Dated:  December 29, 1997
    -------------------------------------
    Dean L. Hahn, Chief Executive
    Officer, Director

By  /s/ Howard J. Hawkins                         Dated:  December 29, 1997
    -------------------------------------
    Howard J. Hawkins, Chairman
    Emeritus, Director

By  /s/ Donald L. Shipp                           Dated:  December 29, 1997
    -------------------------------------
    Donald L. Shipp, President, Director

By  /s/ Howard M. Hawkins                         Dated:  December 29, 1997
    -------------------------------------
    Howard M. Hawkins, Treasurer
    (Chief Financial and Accounting
    Officer), Director

By  /s/ John R. Hawkins                           Dated:  December 29, 1997
    -------------------------------------
    John R. Hawkins, Executive Vice
    President, Director

By  /s/ Carl J. Ahlgren                           Dated:  December 29, 1997
    -------------------------------------
    Carl J. Ahlgren, Director

By  /s/ Norman P. Anderson                        Dated:  December 29, 1997
    -------------------------------------
    Norman P. Anderson, Director

By  /s/ John S. McKeon                            Dated:  December 29, 1997
    -------------------------------------
    John S. McKeon, Director

By  /s/ S. Albert Diez Hanser                     Dated:  December 29, 1997
    -------------------------------------
    S. Albert Diez Hanser, Director

By  /s/ Duane M. Jergenson                        Dated:  December 29, 1997
    -------------------------------------
    Duane M. Jergenson, Director


                                      -13-

<PAGE>

                     INDEPENDENT AUDITORS' REPORT ON SCHEDULE

We have audited the consolidated financial statements of Hawkins 
Chemical, Inc. and subsidiaries (the Company) as of September 28, 1997 and 
September 29, 1996, and for each of the three years in the period ended 
September 28, 1997, and have issued our report thereon dated December 9, 1997; 
such consolidated financial statements and report are included in the 1997 
Annual Report to Shareholders and are incorporated herein by reference. Our 
audits also included the consolidated financial statement schedule of the 
Company, listed in Item 14(a)(2). This consolidated financial statement 
schedule is the responsibility of the Company's management. Our 
responsibility is to express an opinion based on our audits. In our opinion, 
this consolidated financial statement schedule, when considered in relation 
to the basic consolidated financial statements taken as a whole, presents 
fairly in all material respects the information set forth therein.


DELOITTE & TOUCHE LLP


Minneapolis, Minnesota

December 9, 1997


<PAGE>

                                   SCHEDULE II

                     HAWKINS CHEMICAL, INC. AND SUBSIDIARIES

                        VALUATION AND QUALIFYING ACCOUNTS
 FOR THE YEARS ENDED SEPTEMBER 28, 1997, SEPTEMBER 29, 1996 AND OCTOBER 1, 1995
 ------------------------------------------------------------------------------


<TABLE>
<CAPTION>

                                                     ADDITIONS
                                             -------------------------
                               BALANCE AT    CHARGED TO     CHARGED TO                    BALANCE AT
                              BEGINNING OF    COSTS AND        OTHER       DEDUCTIONS       END OF
DESCRIPTION                       YEAR        EXPENSES       ACCOUNTS      WRITE-OFFS        YEAR
-----------------------------------------------------------------------------------------------------
<S>                           <C>            <C>            <C>            <C>            <C>


Reserve deducted from
 asset to which it
 applies - allowance
 for doubtful accounts:

YEAR ENDED:

  September 28, 1997           $344,002     $ 31,200        $ ---         $ 13,372         $361,830
                               ---------------------------------------------------------------------
                               ---------------------------------------------------------------------
YEAR ENDED:
  September 29, 1996           $347,871     $ 68,046        $ ---         $ 71,915         $344,002
                               ---------------------------------------------------------------------
                               ---------------------------------------------------------------------
YEAR ENDED:
  October 1, 1995              $115,661     $200,499        $62,879       $ 31,168         $347,871
                               ---------------------------------------------------------------------
                               ---------------------------------------------------------------------
</TABLE>



                                      -14-

<PAGE>

                                INDEX TO EXHIBITS



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

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

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

4              See Exhibits 3.1 and 3.2 above.

13*            Portions of Annual Report to Security Holders for period ended
               September 28, 1997

21*            Subsidiaries of Registrant.

23*            Independent Auditors' Consent

27*            Financial Data Schedule.




*  Denotes previously unfiled documents.


                                      -15-