<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: October 3, 1999, 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, PER
VALUE $.05 PER SHARE

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

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

The aggregate market value of voting stock held by nonaffiliates of the
Registrant on December 1, 1999, was $64,804,532 (based upon the last reported
sale price on that date as reported by The Nasdaq Stock Market), excluding all
shares held by officers and directors of the Registrant and by the Trustees of
the Registrant's Employee Stock Ownership Plan. The number of shares outstanding
of the Registrant's common stock on December 1, 1999 was 10,866,481.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Part II of this Annual Report on Form 10-K incorporates by reference
information (to the extent specific pages are referred to herein from the
Registrant's Annual Report to Shareholders for the year ended October 3, 1999.
Part III of this Annual Report on Form 10-K incorporates by reference
information (to the extent specific sections are referred to herein) from the
Registrant's Proxy Statement for its 2000 Annual Meeting of Shareholders to be
held February 16, 2000.


<PAGE>

                         CAUTIONARY STATEMENT REGARDING
                  FUTURE RESULTS AND FORWARD-LOOKING STATEMENTS

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

                                     PART I

ITEM 1.   BUSINESS.

         (a)      GENERAL DEVELOPMENT OF THE BUSINESS. The Registrant was
incorporated under the laws of the State of Minnesota in 1955. In fiscal 1998,
the Registrant merged three of its former subsidiaries, Feed-Rite Controls,
Inc., Mon-Dak Chemical, Inc., Dakota Chemical, Inc. and its Arrowhead Chemical
Division together to form a single wholly-owned subsidiary known as Hawkins
Water Treatment Group, Inc. ("HWTG"). In fiscal 1999, the Registrant merged HWTG
into the Registrant.

         (b)      FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS. The
Registrant's principal business is the formulation, blending and distribution of
bulk specialty chemicals, which it conducts in two principal segments: Water
Treatment and Industrial. Financial information regarding these segments is
reported in the Registrant's audited financial statements. See Items 6, 7 and 14
below.

         (c)      NARRATIVE DESCRIPTION OF THE BUSINESS.

         (i)      PRODUCTS AND MARKETS. The Registrant's business is conducted
in its two segments, Water Treatment and Industrial, which are more fully
described below:

                  (A)      WATER TREATMENT. The Water Treatment segment
         specializes in providing water and waste-water treatment equipment and
         chemicals, as well as services relating to the testing of water
         samples in Minnesota, Wisconsin, Iowa, North Dakota, South Dakota,
         Nebraska, Michigan and Wyoming. It also operates as a distributor of
         all of the Registrant's products to its customers.

                  (B)      INDUSTRIAL. The Industrial segment specializes in
         providing industrial chemicals and services to the energy, electronics
         and plating industries. In addition, the Industrial segment provides
         products and services to food manufacturers and processing plants.
         The Industrial segment also distributes a variety of pharmaceutical
         products and sells certain food grade products, primarily the
         Cheese-Phos(R) liquid phosphate product (discussed more fully in
         paragraph (iv) below), none of which are material to the Registrant.
         This segment conducts its business primarily through terminal
         operations and sales.


                                       -2-

<PAGE>

                  TERMINAL OPERATIONS. The Industrial segment 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 terminal operations business is
         related to liquid caustic soda. The Industrial segment also operates a
         liquid caustic soda barge terminal to receive 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
         Registrant 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
         these operations to be temporarily shifted out of its buildings three
         times, the most recent being in April 1997. No substantial
         interruptions to sales resulted from the floods because railroad tank
         cars were successfully used as an alternative means of supply. Although
         the use of tank cars resulted in additional costs, results of
         operations were not materially impacted. For approximately two weeks in
         1997, the areas around the Registrant's terminal operations were
         flooded, preventing shipments to and from these locations. The
         terminals themselves were not flooded as the facilities were adequately
         protected by dikes. All shipments were made from alternate locations.
         The additional costs incurred as a result of the flooding did not
         materially impact the Registrant's results of operations for fiscal
         1997. No assurance can be given that flooding will not recur or that
         there will not be material damage or interruption to the business of
         the Registrant in the future.

                  SALES. The Industrial segment also includes 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 Wisconsin, Minnesota, northern Iowa and North
         and South Dakota. Among the principal chemicals handled by Sales 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). It also specializes in
         sales to the plating and electronic industries, for which it relies on
         a specially trained sales staff that works directly with customers on
         their plating and other processes. This aspect of its operations
         commenced in 1993 when the Registrant acquired the assets of Industrial
         Chemical & Equipment Co.

         (ii)     STATUS OF NEW PRODUCTS. The Registrant began shipping its
Cheese-Phos(R) liquid phosphate product (discussed more fully in paragraph (iv)
below) in late calendar 1995. Sales of this product through fiscal 1999 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


                                       -3-

<PAGE>

is no assurance that any contract or understanding with any supplier will not be
terminated in the foreseeable future, most of the basic chemicals purchased by
the Registrant can be obtained from alternative sources should existing
relationships be terminated.

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

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

         The Registrant's patented Cheese-Phos(R) 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(R) on
the Registrant's results of operations for future periods, the Registrant does
not currently expect this product to add materially to the Registrant's revenues
and profits.

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

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

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

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

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

         (x)      COMPETITIVE CONDITIONS. The Registrant operates in a
competitive industry and competes with producers, distributors and sales agents
offering chemicals equivalent to all of the products handled by the Registrant.
Many such producers and distributors have substantially more


                                       -4-

<PAGE>

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
Registrant's business.

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

         (xiii)   EMPLOYEES. The number of persons employed by the Registrant
and its subsidiaries as of October 3, 1999 was 157.

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

         ITEM 2.   PROPERTIES.

         The Registrant's principal location consists of approximately eleven
acres of land in Minneapolis, Minnesota, with six buildings containing a total
of 160,000 square feet of office and warehouse space. The Registrant's principal
office, out of which the Sales segment operates, is located in one of these
buildings, at 3100 East Hennepin Avenue. The other buildings house the rest of
the Registrant's operations. As of the date hereof, the Registrant has installed
sprinkler systems in substantially all of its warehouse facilities for fire
protection. The Registrant carries insurance covering the replacement of
property damaged by fire or flood.

         The Registrant is in the process of building a new facility in St.
Paul, Minnesota. To date it has committed $4,000,000 to the completion of the
project, which is expected to be in the fall of 2000. It is anticipated that
this facility will become the focal point for the Registrant's water
disinfection product receiving, filling and shipping.

         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.

<TABLE>
<CAPTION>
                                                                                               Approx.
Segment                         Location                      Primary Use                    Square Feet
-------                         --------                      -----------                    -----------
<S>                           <C>                      <C>                                   <C>
Industrial                    St. Paul, MN(1)          Office, Warehouse and Garage             32,000
Water Treatment                Fargo, ND(2)              Office and Warehouse                   22,800


                                       -5-

<PAGE>

                             Fond du Lac, WI(3)               Warehouse                         20,300
                               Washburn, ND              Office and Warehouse                   14,000
                               Billings, MT              Office and Warehouse                    6,000
                            Sioux Falls, SD(4)                Warehouse                         18,000
                               Rapid City, SD                  Warehouse                         3,600
                                Superior, WI             Office and Warehouse                   17,000
                                 Slater, IA                    Warehouse                         8,700
</TABLE>

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

         (1)      The Registrant's terminal operations are located at two sites
on opposite sides of the Mississippi River, 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 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, 2003, at which time the Registrant has an option to renew the
leases for an additional five-year period on the same terms and conditions
subject to renegotiation of rent. The Registrant also has options to renew these
leases for additional successive five-year renewal periods (extending until
2018) for which the rent may be adjusted pursuant to the rental renegotiation
provisions contained in the leases.

         (2)      Part of this facility is leased to a third party (5,000 square
feet).

         (3)      Part of this facility is leased to third parties (10,000
square feet).

         (4)      Part of this facility is leased to a third party (6,000 square
feet).

         The Registrant also owns several trucks, tractors, trailers and vans.

         ITEM 3.   LEGAL PROCEEDINGS.

         As of the date of this filing, the Registrant is not involved in any
pending legal proceeding 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"), which was brought in state district
         court in Hennepin County, Minnesota. The plaintiffs sought damages for
         personal injury and other damages alleged to have been caused by the
         release of hazardous substances as a result of a fire at an
         office/warehouse facility used by The Lynde Company. The Registrant
         entered into a settlement agreement with the plaintiffs, pursuant to
         which the Registrant has agreed to pay certain of the plaintiffs' costs
         and expenses as well as certain compensation to the class pursuant to a
         Matrix and Plan of Distribution which form a part of the settlement
         agreement (the "Settlement Agreement"). The Settlement Agreement was
         approved by the court by Order dated January 30, 1998. Most, but not
         all, claimants, have now been paid pursuant to the Agreement. During
         fiscal 1995, the Registrant


                                       -6-

<PAGE>

         recorded $750,000 to cover expected legal and settlement costs for this
         litigation and an additional $1,771,439 in fiscal 1997 and paid an
         additional $300,000 for other fire-related costs.

                  The Registrant's primary and umbrella insurers denied a tender
         of the defense of the lawsuit and had denied any obligation to
         indemnify the Registrant for damages claimed by third parties in
         connection with the fire. On July 7, 1995, the Registrant commenced
         suits against The North River Insurance Company and the Westchester
         Fire Insurance Company, the primary and umbrella insurers,
         respectively, in the United States District Court for the District of
         Minnesota. By decision dated October 21, 1998, the United States Eighth
         Circuit Court of Appeals affirmed decisions of the District Court that
         both insurers were obligated to defend the Registrant in connection
         with the Cooksey lawsuit. The two insurers have subsequently settled
         with the Registrant by reimbursing the Registrant for substantially all
         amounts incurred in defending and settling the Cooksey action, in an
         amount of $2,851,708.

                  Approximately 17 claimants under the Settlement Agreement have
         not yet resolved their claims. The Registrant anticipates that the
         defense and payment of those remaining claims, which are subject to
         arbitration, will be covered by its umbrella insurer.

         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 1999.

         ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT.

         The executive officers of the Registrant, their ages and offices held,
as of December 15, 1999 are set forth below:

<TABLE>
<CAPTION>

         Name                            Age                     Office
         ----                            ---                     ------
         <S>                             <C>      <C>
         Dean L. Hahn                    66       Chairman of the Board and Chief Executive Officer(1)

         Donald L. Shipp                 64       Vice Chairman of the Board(2)

         John R. Hawkins                 48       President and Chief Operating Officer(3)

         Marvin E. Dee                   50       Vice President, Chief Financial Officer, Secretary and
                                                  Treasurer

         Kurt R. Norman                  44       Vice President(4)
</TABLE>

(1)      Mr. Hahn will retire as Chairman and CEO effective February 16, 2000.
(2)      Mr. Shipp will retire as Vice Chairman effective September 30, 2000.
(3)      Mr. Hawkins has been elected Chairman and CEO effective
         February 16, 2000.
(4)      Mr. Norman has been elected President and COO effective
         February 16, 2000.

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

         DONALD L. SHIPP has been the Vice Chairman of the Board since December
1998. He was the President of the Registrant from 1996 to December 1998,
Executive Vice President from 1983


                                       -7-

<PAGE>

to 1996 and the President of Feed-Rite Controls, Inc., a former subsidiary of
the Registrant, from 1967 to 1996.

         JOHN R. HAWKINS has been the Registrant's President and Chief Operating
Officer since December 1998 and was its Secretary from 1991 to December 1999. He
was an Executive Vice President from 1997 to December 1998 and Vice President of
Sales from 1987 to 1997.

         MARVIN E. DEE has been Vice President and Chief Financial Officer since
September 1999 and its Secretary and Treasurer since December 1999. He was the
Chief Financial Officer of Nath Companies from 1997 to September 1999, the Vice
President of Finance and Treasurer of Tricord Systems, Inc. from 1993 to 1997
and Senior Director of Accounting of NordicTrack, Inc. in 1993 and the
Controller of NordicTrack from 1991 to 1992.

         KURT R. NORMAN has been a Vice President of the Registrant since
February 1999. He was the Vice President of the Water Treatment segment from
1996 to February 1999 and he was General Manager from 1988 to 1996.

                                     PART II

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

         The information under the caption "Quarterly Stock Data" on page 19 of
the 1999 Annual Report is incorporated herein by this reference.

         ITEM 6.   SELECTED FINANCIAL DATA.

         The information under the caption "Selected Financial Data Table" on
page 4 of the 1999 Annual Report is incorporated herein by this reference.

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

         The information under the caption "Management's Discussion and
Analysis" on pages 5 through 9 of the 1999 Annual Report is incorporated herein
by this reference.

         ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET

RISK.

         The information under the caption "Management's Discussion and
Analysis" on pages 5 through 9 of the 1999 Annual Report is incorporated herein
by this reference.

         ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The Financial Statements of the Registrant and the Independent
Auditors' Report on pages 10 through 19 of the 1999 Annual Report are
incorporated herein by this reference.


                                       -8-

<PAGE>

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

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

                                    PART III

         ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information under the captions "Election of Directors" and "Section
16(a) Beneficial Ownership Reporting Compliance" in the 2000 Proxy Statement is
incorporated herein by this reference.

         ITEM 11.  EXECUTIVE COMPENSATION.

         The information under the caption "Compensation of Executive Officers
and Directors" in the 2000 Proxy Statement is incorporated herein by this
reference.

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

         The information under the caption "Security Ownership of Management and
Beneficial Ownership" in the 2000 Proxy Statement is incorporated herein by this
reference.

         ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         The information under the captions "Election of Directors" and "Related
Party Transactions" in the 2000 Proxy Statement is incorporated herein by this
reference.

                                    PART IV

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

(a)(1)   FINANCIAL STATEMENTS OF REGISTRANT.

         The following financial statements of Hawkins Chemical, Inc., together
with the Independent Auditors' Report, found under appropriate headings in the
Registrant's 1999 Annual Report, are hereby incorporated by reference in this
Annual Report on Form 10-K.

         Balance Sheets at October 3, 1999 and September 27, 1998.

         Statements of Income for the Years Ended October 3, 1999, September 27,
         1998 and September 28, 1997.


                                       -9-

<PAGE>

         Statements of Shareholders' Equity for the Years Ended October 3, 1999,
         September 27, 1998 and September 28, 1997.

         Statements of Cash Flows for the Years Ended October 3, 1999, September
         27, 1998 and September 28, 1997.

         Notes to Financial Statements.

         Independent Auditors' Report.

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

         The additional financial data listed below is included as a schedule to
this Annual Report on Form 10-K and should be read in conjunction with the
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 October 3, 1999, September 27, 1998 and
September 28, 1997.

         Schedule II - Valuation and Qualifying Accounts.

(a)(3)   EXHIBITS.

         The exhibits to this Annual Report on Form 10-K are listed on the
Exhibit Index on page 14.

         A copy of any of the exhibits listed or referred to above will be
furnished at a reasonable cost to any person who was a shareholder of the
Registrant as of December 30, 1999 upon receipt from any such person of a
written request for any such exhibit. Such request should be sent to Hawkins
Chemical, Inc., 3100 East Hennepin Avenue, Minneapolis, Minnesota, 55413,
Attention: Corporate Secretary.

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

(b)      REPORTS ON FORM 8-K.

         None.


                                      -10-

<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.

                                         HAWKINS CHEMICAL, INC.

Dated:  December 30, 1999                By    /s/ Dean L. Hahn
                                           -------------------------------------
                                           Dean L. Hahn, 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
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

<S>                                                                <C>
By       /s/ Dean L. Hahn                                          Dated:  December 30, 1999
  --------------------------------------------------
    Dean L. Hahn, Chief Executive Officer, Director

By       /s/ Donald L. Shipp                                       Dated:  December 30, 1999
  --------------------------------------------------
    Donald L. Shipp, Director

By       /s/ John R. Hawkins                                       Dated:  December 30, 1999
  --------------------------------------------------
    John R. Hawkins, President, Director

By       /s/ Howard M. Hawkins                                     Dated:  December 30, 1999
  --------------------------------------------------
    Howard M. Hawkins, Director

By       /s/ John S. Mckeon                                        Dated:  December 30, 1999
  --------------------------------------------------
    John S. McKeon, Director

By       /s/ Duane M. Jergenson                                    Dated:  December 30, 1999
  --------------------------------------------------
    Duane M. Jergenson, Director

By       /s/ G. Robert Gey                                         Dated:  December 30, 1999
  --------------------------------------------------
    G. Robert Gey, Director

By       /s/ Marvin E. Dee                                         Dated:  December 30, 1999
  --------------------------------------------------
    Marvin Dee, Chief Financial Officer,
    Vice President, Secretary, Treasurer
    (chief financial and accounting officer)
</TABLE>


                                      -11-

<PAGE>

                    INDEPENDENT AUDITORS' REPORT ON SCHEDULE

         We have audited the financial statements of Hawkins Chemical, Inc. (the
"Company") as of October 3, 1999 and September 27, 1998, and for each of the
three years in the period ended October 3, 1999, and have issued our report
thereon dated December 3, 1999; such financial statements and report are
included in the 1999 Annual Report to Shareholders and are incorporated herein
by reference. Our audits also included the financial statement schedule of the
Company, listed in Item 14(a)(2). This 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 financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

DELOITTE & TOUCHE LLP
Minneapolis, Minnesota
December 3, 1999


                                      -12-

<PAGE>

                                   SCHEDULE II

                             HAWKINS CHEMICAL, INC.

                        VALUATION AND QUALIFYING ACCOUNTS
 FOR THE YEARS ENDED OCTOBER 3, 1999, SEPTEMBER 27, 1998 AND SEPTEMBER 28, 1997
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                                              ADDITIONS
                                                              ---------
                                    BALANCE AT       CHARGED TO       CHARGED
                                    BEGINNING        COSTS AND        TO OTHER       DEDUCTIONS       BALANCE AT
DESCRIPTION                          OF YEAR          EXPENSES        ACCOUNTS       WRITE-OFFS      END OF YEAR
-----------
<S>                                 <C>              <C>              <C>            <C>             <C>
Reserve deducted from asset to
which it applies - allowance for
doubtful accounts:
YEAR ENDED:
  October 3, 1999...............          $378,726        $131,771             ---        $130,497          $380,000
                                          --------        --------                        --------          --------
                                          --------        --------                        --------          --------
YEAR ENDED:
  September 27, 1998............          $361,830         $32,700             ---         $15,804          $378,726
                                          --------        --------                        --------          --------
                                          --------        --------                        --------          --------
YEAR ENDED:
  September 28, 1997............          $344,002         $31,200             ---         $13,372          $361,830
                                          --------        --------                        --------          --------
                                          --------        --------                        --------          --------
</TABLE>


                                      -13-

<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>

Exhibit No.      Description of Exhibit                        Method of Filing
-----------      ----------------------                        ----------------
<S>              <C>                                           <C>
3.1*             Amended and Second Restated Articles of       Filed herewith electronically.
                 Incorporation as amended through June 7,
                 1999.

3.2              Second Amended and Superseding By-Laws        Incorporated by reference to
                 as amended through February 15, 1995.         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.

13.1*            Portions of Annual Report to Security         Filed herewith electronically.
                 Holders for period ended October 3, 1999.


23.1*            Independent Auditor' Consent.                 Filed herewith electronically.


27.1*            Financial Data Schedule.                      Filed herewith electronically.
</TABLE>

*  Denotes previously unfiled documents.


                                      -14-