Table of Contents





|                                   
|-----------------------------------
|UNITED STATES                      
|SECURITIES AND EXCHANGE
 COMMISSION
|WASHINGTON, D.C. 20549             
|                                   
|                                   
|                                   
|FORM 10-Q                          
|                                   
|                                   

|                                                                                         
|-----------------------------------------------------------------------------------------
|QUARTERLY REPORT
 PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
|                                                                                         
|                                                                                         
|For the quarterly period
 ended December 31, 2008                                        
|                                                                                         
|Commission file number
 0-7647                                                           
|                                                                                         
|                                                                                         

|                                                       
|-------------------------------------------------------
|HAWKINS, INC.                                          
|(Exact name of registrant as specified in
 its charter)

|                                                                |                                     
|--------------------------------------------------------------- | ------------------------------------
|MINNESOTA                                                       | 41-0771293                          
|(State or other jurisdiction of
 incorporation or organization) | (I.R.S. Employer Identification No.)
|                                                                |                                     

|                                                             
|-------------------------------------------------------------
|3100 EAST HENNEPIN AVENUE, MINNEAPOLIS, MINNESOTA 55413      
|(Address of principal executive offices,
 including zip code)
|                                                             
|(612) 331-6910                                               
|(Registrants telephone number, including
 area code)        

---

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 12 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 xNOo

Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (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 oNOx

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date.

|                                        |                                 
|--------------------------------------- | --------------------------------
|CLASS                                   | OUTSTANDING
 AT FEBRUARY 5, 2009
|                                        |                                 
|Common
 Stock, par value $.05 per share | 10,253,458                      





---

HAWKINS,
INC.
INDEX TO FORM 10-Q

|              |  |                                                                                          |  |     
|------------- |  | ---------------------------------------------------------------------------------------- |  | ----
|              |  |                                                                                          |  | Page
|PART I.       |  | FINANCIAL INFORMATION                                                                    |  |     
|              |  |                                                                                          |  |     
|Item 1.       |  | Financial Statements (Unaudited):                                                        |  |     
|              |  |                                                                                          |  |     
|              |  | Condensed Balance Sheets  December 31, 2008 and March 30, 2008                          |  | 3   
|              |  |                                                                                          |  |     
|              |  | Condensed Statements of Income  Three and Nine Months Ended
 December 31, 2008 and 2007 |  | 4   
|              |  |                                                                                          |  |     
|              |  | Condensed Statements of Cash Flows  Nine Months Ended December
 31, 2008 and 2007       |  | 5   
|              |  |                                                                                          |  |     
|              |  | Notes to Condensed Financial Statements                                                  |  | 6   
|              |  |                                                                                          |  |     
|Item 2.       |  | Managements Discussion and Analysis of Financial Condition and
 Results of Operations   |  | 10  
|              |  |                                                                                          |  |     
|Item 3.       |  | Quantitative
 and Qualitative Disclosures about Market Risk                              |  | 13  
|              |  |                                                                                          |  |     
|Item 4.       |  | Controls and Procedures                                                                  |  | 13  
|              |  |                                                                                          |  |     
|PART II.      |  | OTHER INFORMATION                                                                        |  |     
|              |  |                                                                                          |  |     
|Item 1A.      |  | Risk Factors                                                                             |  | 14  
|              |  |                                                                                          |  |     
|Item 6.       |  | Exhibits                                                                                 |  | 14  
|              |  |                                                                                          |  |     
|Signatures    |  | 15                                                                                      
|              |  |                                                                                          |  |     
|Exhibit Index |  | 16                                                                                      

2

---



Table of Contents

PART
I. FINANCIAL INFORMATION

|        |                     
|------- | --------------------
|ITEM 1. | FINANCIAL STATEMENTS

HAWKINS, INC.
CONDENSED BALANCE SHEETS

|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|-------------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ----------- | --------------------------------------------------------------- | - | ----------- | -
|                                                                                                               |  | DECEMBER 31,
 2008
 (UNAUDITED) |             | MARCH 30,
 2008
 (DERIVED FROM
 AUDITED
 FINANCIAL
 STATEMENTS) |  
|ASSETS                                                                                                         |  |                                 |             |                                                                 |   |             |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|CURRENT ASSETS:                                                                                                |  |                                 |             |                                                                 |   |             |  
|Cash and cash
 equivalents                                                                                     |  | $                               | 13,723,527  |                                                                 | $ | 21,509,181  |  
|Investments
 available-for-sale                                                                                |  |                                 | 260,638     |                                                                 |   | 2,276,358   |  
|Trade receivables - net                                                                                        |  |                                 | 31,574,734  |                                                                 |   | 23,788,342  |  
|Inventories                                                                                                    |  |                                 | 30,809,007  |                                                                 |   | 14,010,952  |  
|Prepaid expenses
 and other current assets                                                                     |  |                                 | 2,734,080   |                                                                 |   | 3,614,387   |  
|Total current
 assets                                                                                          |  |                                 | 79,101,986  |                                                                 |   | 65,199,220  |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|PROPERTY, PLANT
 AND EQUIPMENT  net                                                                           |  |                                 | 43,609,508  |                                                                 |   | 35,928,878  |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|GOODWILL AND INTANGIBLE ASSETS                                                                                 |  |                                 | 6,539,856   |                                                                 |   | 6,906,956   |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|LONG-TERM INVESTMENTS                                                                                          |  |                                 | 611,450     |                                                                 |   | 583,836     |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|OTHER ASSETS                                                                                                   |  |                                 | 231,553     |                                                                 |   | 324,061     |  
|                                                                                                               |  | $                               | 130,094,353 |                                                                 | $ | 108,942,951 |  
|LIABILITIES AND SHAREHOLDERS EQUITY                                                                           |  |                                 |             |                                                                 |   |             |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|CURRENT LIABILITIES:                                                                                           |  |                                 |             |                                                                 |   |             |  
|Accounts payable  trade                                                                                       |  | $                               | 18,101,507  |                                                                 | $ | 11,780,842  |  
|Dividends payable                                                                                              |  |                                 |            |                                                                 |   | 2,459,150   |  
|Accrued payroll and employee benefits                                                                          |  |                                 | 5,849,510   |                                                                 |   | 6,137,089   |  
|Container deposits                                                                                             |  |                                 | 993,795     |                                                                 |   | 983,640     |  
|Other accruals                                                                                                 |  |                                 | 2,668,697   |                                                                 |   | 1,344,123   |  
|Total current liabilities                                                                                      |  |                                 | 27,613,509  |                                                                 |   | 22,704,844  |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|OTHER LONG-TERM LIABILITIES                                                                                    |  |                                 | 161,755     |                                                                 |   | 119,600     |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|DEFERRED INCOME TAXES                                                                                          |  |                                 | 1,090,736   |                                                                 |   | 1,097,097   |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|COMMITMENTS AND CONTINGENCIES                                                                                  |  |                                 |             |                                                                 |   |             |  
|                                                                                                               |  |                                 |             |                                                                 |   |             |  
|SHAREHOLDERS EQUITY:                                                                                          |  |                                 |             |                                                                 |   |             |  
|Common stock, par value $.05 per share; 10,246,458 and 10,239,458
 shares issued and outstanding, respectively |  |                                 | 512,323     |                                                                 |   | 511,973     |  
|Additional paid-in capital                                                                                     |  |                                 | 38,301,141  |                                                                 |   | 38,090,696  |  
|Accumulated other comprehensive loss                                                                           |  |                                 | (19,275     | )                                                               |   | (9,321      | )
|Retained earnings                                                                                              |  |                                 | 62,434,164  |                                                                 |   | 46,428,062  |  
|Total shareholders equity                                                                                     |  |                                 | 101,228,353 |                                                                 |   | 85,021,410  |  
|                                                                                                               |  | $                               | 130,094,353 |                                                                 | $ | 108,942,951 |  

See
accompanying notes to condensed financial statements  unaudited.

3

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Table of Contents

HAWKINS,
INC.
CONDENSED STATEMENTS OF INCOME

|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|-------------------------------------------------------- |  | ------------------------------- | ---------- | ------------------------------ | - | ---------- |  | ---- | ----------- |  | - | ----------- | 
|                                                         |  | THREE MONTHS ENDED
 DECEMBER 31 |            | NINE MONTHS ENDED
 DECEMBER 31 |  
|                                                         |  | 2008                            |            | 2007                           |   | 2008       |  | 2007 |            
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|                                                         |  | (UNAUDITED)                     |            | (UNAUDITED)                    |  
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Sales                                                    |  | $                               | 77,396,576 |                                | $ | 48,471,758 |  | $    | 222,910,325 |  | $ | 145,238,339 | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Cost of sales                                            |  |                                 | 58,846,387 |                                |   | 39,335,817 |  |      | 172,321,581 |  |   | 112,396,348 | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Gross profit                                             |  |                                 | 18,550,189 |                                |   | 9,135,941  |  |      | 50,588,744  |  |   | 32,841,991  | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Selling, general
 and administrative expenses            |  |                                 | 7,273,971  |                                |   | 6,958,489  |  |      | 20,515,565  |  |   | 21,952,418  | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Income from operations                                   |  |                                 | 11,276,218 |                                |   | 2,177,452  |  |      | 30,073,179  |  |   | 10,889,573  | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Investment income                                        |  |                                 | 81,314     |                                |   | 257,468    |  |      | 337,822     |  |   | 872,036     | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Income before income taxes                               |  |                                 | 11,357,532 |                                |   | 2,434,920  |  |      | 30,411,001  |  |   | 11,761,609  | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Provision for income taxes                               |  |                                 | 4,384,500  |                                |   | 927,967    |  |      | 11,739,000  |  |   | 4,382,167   | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Net income                                               |  | $                               | 6,973,032  |                                | $ | 1,506,953  |  | $    | 18,672,001  |  | $ | 7,379,442   | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Weighted average
 number of shares outstanding  basic   |  |                                 | 10,246,458 |                                |   | 10,216,632 |  |      | 10,243,174  |  |   | 10,204,609  | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Weighted average
 number of shares outstanding  diluted |  |                                 | 10,250,774 |                                |   | 10,217,997 |  |      | 10,256,540  |  |   | 10,205,075  | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Earnings per
 share  basic and diluted                  |  | $                               | 0.68       |                                | $ | 0.15       |  | $    | 1.82        |  | $ | 0.72        | 
|                                                         |  |                                 |            |                                |   |            |  |      |             |  |   |             | 
|Cash dividends declared per common
 share                |  | $                               |           |                                | $ |           |  | $    | 0.26        |  | $ | 0.24        | 

See
accompanying notes to condensed financial statements - unaudited.

4

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Table of Contents

HAWKINS,
INC.
CONDENSED STATEMENTS OF CASH FLOWS

|                                                       |  |                                |             |      |   |            |  
|------------------------------------------------------ |  | ------------------------------ | ----------- | ---- | - | ---------- | -
|                                                       |  | NINE MONTHS ENDED
 DECEMBER 31 |            
|                                                       |  |                                |             |      |  
|                                                       |  | 2008                           |             | 2007 |  
|                                                       |  | (UNAUDITED)                    |            
|                                                       |  |                                |            
|CASH FLOWS FROM OPERATING
 ACTIVITIES:                 |  |                                |             |      |   |            |  
|Net income                                             |  | $                              | 18,672,001  |      | $ | 7,379,442  |  
|Reconciliation to cash flows:                          |  |                                |             |      |   |            |  
|Depreciation and amortization                          |  |                                | 4,171,931   |      |   | 3,847,600  |  
|Stock compensation expense                             |  |                                | 210,795     |      |   | 494,285    |  
|Loss from property disposals                           |  |                                | 93,811      |      |   | 88,154     |  
|Changes in operating accounts
 providing (using) cash: |  |                                |             |      |   |            |  
|Trade receivables                                      |  |                                | (7,786,392  | )    |   | (5,597     | )
|Inventories                                            |  |                                | (16,798,055 | )    |   | (3,876,965 | )
|Accounts payable                                       |  |                                | 4,901,739   |      |   | (879,011   | )
|Other liabilities                                      |  |                                | 1,099,989   |      |   | (1,341,413 | )
|Other                                                  |  |                                | 949,024     |      |   | 1,219,072  |  
|                                                       |  |                                |             |      |   |            |  
|Net cash provided by operating
 activities             |  |                                | 5,514,843   |      |   | 6,925,567  |  
|                                                       |  |                                |             |      |   |            |  
|CASH FLOWS FROM INVESTING
 ACTIVITIES:                 |  |                                |             |      |   |            |  
|Additions to property, plant and
 equipment            |  |                                | (10,243,053 | )    |   | (4,077,992 | )
|Sale and maturities of investments                     |  |                                | 1,984,898   |      |   | 5,563,155  |  
|Proceeds from property disposals                       |  |                                | 82,707      |      |   | 81,029     |  
|Acquisition of Trumark, Inc.                           |  |                                |            |      |   | (5,963,182 | )
|                                                       |  |                                |             |      |   |            |  
|Net cash used in investing
 activities                 |  |                                | (8,175,448  | )    |   | (4,396,990 | )
|                                                       |  |                                |             |      |   |            |  
|CASH FLOWS FROM FINANCING
 ACTIVITIES:                 |  |                                |             |      |   |            |  
|Cash dividends paid                                    |  |                                | (5,125,049  | )    |   | (4,711,066 | )
|                                                       |  |                                |             |      |   |            |  
|Net cash used in financing
 activities                 |  |                                | (5,125,049  | )    |   | (4,711,066 | )
|                                                       |  |                                |             |      |   |            |  
|DECREASE IN CASH AND CASH
 EQUIVALENTS                 |  |                                | (7,785,654  | )    |   | (2,182,489 | )
|                                                       |  |                                |             |      |   |            |  
|CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD        |  |                                | 21,509,181  |      |   | 11,592,939 |  
|                                                       |  |                                |             |      |   |            |  
|CASH AND CASH EQUIVALENTS, END OF
 PERIOD              |  | $                              | 13,723,527  |      | $ | 9,410,450  |  
|                                                       |  |                                |             |      |   |            |  
|SUPPLEMENTAL DISCLOSURES OF CASH
 FLOW INFORMATION:    |  |                                |             |      |   |            |  
|                                                       |  |                                |             |      |   |            |  
|Cash paid for income taxes                             |  | $                              | 8,674,210   |      | $ | 3,273,428  |  
|                                                       |  |                                |             |      |   |            |  
|Noncash investing activities-                          |  |                                |             |      |   |            |  
|Capital expenditures in accounts
 payable              |  | $                              | 1,759,985   |      | $ | 872,113    |  
|Stock issued for acquisition of
 Trumark               |  | $                              |            |      | $ | 588,000    |  

See
accompanying notes to condensed financial statements - unaudited.

5

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Table of Contents

HAWKINS, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS - UNAUDITED

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | The
 accompanying unaudited condensed financial statements have been prepared in
 accordance with the instructions for Form 10-Q and, accordingly, do not
 include all information and footnotes required by generally accepted
 accounting principles for complete financial statements. These statements
 should be read in conjunction with the financial statements and footnotes
 included in the Companys Annual Report on Form 10-K for the fiscal year
 ended March 30, 2008, previously filed with the Securities and Exchange
 Commission (SEC). In the opinion of management, the accompanying unaudited
 condensed financial statements contain all adjustments necessary to present
 fairly the Companys financial position and the results of its operations and
 cash flows for the periods presented. All adjustments made to the interim
 financial statements were of a normal recurring nature.                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The
 accounting policies followed by the Company are set forth in Note 1 to the
 Companys financial statements in the Companys Annual Report on Form 10-K
 for the fiscal year ended March 30, 2008 filed with the SEC on June 13,
 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | The
 results of operations for the periods ended December 31, 2008 are not
 necessarily indicative of the results that may be expected for the full year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | In March 2008, the Financial
 Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 161, Disclosures about
 Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133.
 SFAS 161 is intended to improve financial standards for derivative
 instruments and hedging activities by requiring enhanced disclosures to
 enable investors to better understand the effect these instruments and
 activities have on an entitys financial position, financial performance and
 cash flows. Entities are required to provide enhanced disclosures about: how
 and why an entity uses derivative instruments; how derivative instruments and
 related hedged items are accounted for under SFAS 133 and its related
 interpretations; and how derivative instruments and related hedged items
 affect an entitys financial position, financial performance and cash flows.
 SFAS 161 is effective for financial statements issued for fiscal years and
 interim periods beginning after November 15, 2008. We do not expect SFAS
 161 to have a material impact on the preparation of our financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | In May 2008, the FASB
 issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
 Principles. This standard is intended to improve financial reporting by
 identifying a consistent framework, or hierarchy, for selecting accounting
 principles to be used in preparing financial statements that are presented in
 conformity with generally accepted accounting principles in the United States
 for non-governmental entities. SFAS 162 was effective on November 15, 2008, and
 the adoption had no impact on our results of operations and financial
 condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|4. | Basic
 earnings per share (EPS) is net earnings divided by the weighted average
 number of common shares outstanding during the period. 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

| |                                                                            |  |                                 |            |                                |  |            |  |      |            |  |  |            | 
| | -------------------------------------------------------------------------- |  | ------------------------------- | ---------- | ------------------------------ |  | ---------- |  | ---- | ---------- |  |  | ---------- | 
| |                                                                            |  | Three months ended
 December 31 |            | Nine months ended
 December 31 | 
| |                                                                            |  | 2008                            |            | 2007                           |  | 2008       |  | 2007 |           
| |                                                                            |  |                                 |            |                                |  |            |  |      |           
| | Weighted average common shares outstanding
 - basic                        |  |                                 | 10,246,458 |                                |  | 10,216,632 |  |      | 10,243,174 |  |  | 10,204,609 | 
| | Dilutive impact of stock options,
 performance units, and restricted stock |  |                                 | 4,316      |                                |  | 1,365      |  |      | 13,366     |  |  | 466        | 
| | Weighted average common shares outstanding
 - diluted                      |  |                                 | 10,250,774 |                                |  | 10,217,997 |  |      | 10,256,540 |  |  | 10,205,075 | 

|   |                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | For the
 three and nine months ended December 31, 2008, 61,332 stock options were
 excluded from the calculation of weighted average shares for diluted EPS
 because their effects were antidilutive.                   
|   |                                                                                                                                                                                                                         
|5. | Inventories,
 principally valued by the LIFO method, are less than current cost by
 $11,478,745 and $4,501,745 at December 31, 2008 and March 30, 2008,
 respectively. Inventory consists principally of finished goods.

6

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Table of Contents

|   |                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. | Intangible
 assets consist primarily of customer lists, trademarks, and trade names in
 previous business acquisitions. A summary of our intangible assets for
 December 31, 2008 and March 30, 2008 were as follows:

|                                   |  |                         |           |                            |   |            |   |   |           | 
|---------------------------------- |  | ----------------------- | --------- | -------------------------- | - | ---------- | - | - | --------- | 
|                                   |  | December 31, 2008       |          
|                                   |  | Gross
 Carrying
 Amount |           | Accumulated 
 Amortization |   | Net        |  
|Finite-life
 intangible assets     |  | $                       | 6,565,033 |                            | $ | (2,455,767 | ) | $ | 4,109,266 | 
|Indefinite-life
 intangible assets |  |                         | 1,227,000 |                            |   |           |   |   | 1,227,000 | 
|Total
 intangibles, net            |  | $                       | 7,792,033 |                            | $ | (2,455,767 | ) | $ | 5,336,266 | 

|                                   |  |                         |           |                            |   |            |   |   |           | 
|---------------------------------- |  | ----------------------- | --------- | -------------------------- | - | ---------- | - | - | --------- | 
|                                   |  | March 30, 2008          |          
|                                   |  | Gross
 Carrying
 Amount |           | Accumulated 
 Amortization |   | Net        |  
|Finite-life
 intangible assets     |  | $                       | 6,565,033 |                            | $ | (2,088,667 | ) | $ | 4,476,366 | 
|Indefinite-life
 intangible assets |  |                         | 1,227,000 |                            |   |           |   |   | 1,227,000 | 
|Total
 intangibles, net            |  | $                       | 7,792,033 |                            | $ | (2,088,667 | ) | $ | 5,703,366 | 

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | Goodwill
 in the amount of $1,203,590 is included in Goodwill and Intangible Assets at
 December 31, 2008 and March 30, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|7. | The
 Company follows SFAS No. 109, Accounting for Income Taxes. In the
 preparation of the Companys 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. The Company records any interest and penalties related to income
 taxes as income tax expense in the condensed statements of income.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | The
 Company is 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. The significant state jurisdictions
 of Minnesota, Iowa, North Dakota, South Dakota, and Wisconsin have tax years
 beginning with 2005 open to examination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | In
 accordance with FASB Interpretation (FIN) No. 48, Accounting for Uncertainty
 in Income Taxes - an interpretation of FASB Statement No. 109, we accrue for
 the effects of open uncertain tax positions and the related penalties and
 interest. There were no adjustments made to record a liability for
 unrecognized tax benefits during the nine months ended December 31, 2008, and
 we do not expect any significant adjustments to be made that would have a
 material impact on our results of operations and financial condition.                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|8. | Comprehensive
 income and its components, net of tax, were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

| |                                                 |  |                                 |           |                                |   |           |  |      |            |   |   |           | 
| | ----------------------------------------------- |  | ------------------------------- | --------- | ------------------------------ | - | --------- |  | ---- | ---------- | - | - | --------- | 
| |                                                 |  | Three months ended
 December 31 |           | Nine months ended
 December 31 |  
| |                                                 |  | 2008                            |           | 2007                           |   | 2008      |  | 2007 |           
| |                                                 |  |                                 |           |                                |   |           |  |      |           
| | Net income                                      |  | $                               | 6,973,032 |                                | $ | 1,506,953 |  | $    | 18,672,001 |   | $ | 7,379,442 | 
| | Available-for-sale investments unrealized
 gain |  |                                 | 4,437     |                                |   | 40,283    |  |      | 1,078      |   |   | 76,782    | 
| | Post-retirement plan liability (loss) gain      |  |                                 | (11,032   | )                              |   | 4,087     |  |      | (11,032    | ) |   | 4,087     | 
| | Comprehensive income                            |  | $                               | 6,966,437 |                                | $ | 1,551,323 |  | $    | 18,662,047 |   | $ | 7,460,311 | 

|   |                                                                                                                                                                                                                                                                                                                                                         
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | The Company is involved in
 various legal actions arising from the normal course of business from time to
 time. Management is of the opinion that any judgment or settlement resulting
 from pending or threatened litigation would not have a material adverse
 effect on the financial position, results of operations or cash flows of the
 Company.

7

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|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10. | Our Board of Directors
 approved a long-term incentive equity compensation arrangement for the
 executive officers of the Company during the first quarter of fiscal 2009.
 This long-term incentive arrangement provides for the grant of nonqualified
 stock options that cliff vest at the end of a three-year period and expire no
 later than 10 years after the grant date. On May 13, 2008, the Company
 issued 61,332 stock options to the executive officers of the Company under this
 plan. The Black-Scholes valuation model was used 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 the Company recorded
 compensation expense for the three and nine months ended December 31, 2008 of
 approximately $15,000 and $38,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | Our Board of Directors
 approved a performance-based equity compensation arrangement for the
 executive officers of the Company 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 the
 Companys common stock based on the Companys pre-tax income target for the
 applicable fiscal year. The actual number of restricted shares to be issued
 to each officer will be determined after the Companys 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
 fully vest two years after the last day of the fiscal year on which the
 performance is based. On May 13, 2008, performance units were granted to the
 executive officers of the Company under this plan. In accordance with SFAS
 123R, Share-Based Payment, the Company is recording the compensation
 expense for the outstanding performance share units over the life of the
 awards and recorded approximately $23,000 and $90,000 of compensation expense
 for the three and nine months ended December 31, 2008, respectively. The
 amount of expense recorded each period is dependent upon our estimate of the
 number of shares that will ultimately be issued and the then current price of
 our common stock.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On August 7, 2008, the
 Company issued 7,000 shares of restricted stock to the Board of
 Directors as part of their annual retainer 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
 grant date fair value on August 7, 2008 was $14.53. There was approximately
 $25,000 and $42,000 of compensation expense recorded for this award for the
 three and nine months ended December 31, 2008, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On September 18, 2007, the
 Company issued 7,000 shares of restricted stock to the Board of
 Directors as part of their annual retainer 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
 grant date fair value on September 18, 2007 was $14.48. The shares became
 fully vested on August 7, 2008. For the three and nine months ended December
 31, 2008, there was approximately $0 and $40,000, respectively, of
 compensation expense recorded for this award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On December
 15, 2006, the Company issued 45,257 shares of restricted stock to certain
 employees of the Company. The restricted stock awards are 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 for three
 and nine months ended December 31, 2007 was approximately $133,000 and
 $452,000, respectively.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|11. | On July 15,
 2008, the Company acquired a 77,000 square foot facility on 10 acres in Centralia,
 Illinois for approximately $2,000,000. The facility will be primarily used
 for expansion of the Companys lactate and other food ingredient
 manufacturing capacity within its Industrial segment, with the Water
 Treatment segment using the location as a branch office for its operations as
 it expands its geographic coverage.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    | On May 15,
 2007, the Company signed an asset purchase agreement with Trumark, Inc.,
 Trumark Ltd., Profloc Inc. (collectively Trumark) and the shareholders of
 each entity, under which the Company 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,
 the acquisition was completed. The acquired business is a producer of
 antimicrobial products for the food industry. The acquired business is
 included in the Companys Industrial operating segment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

8

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Table of Contents

|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | The assets
 acquired consist of assets used by Trumark to operate its business, including
 intellectual property, manufacturing equipment
 and inventory. The purchase price consisted of cash and shares of the
 Companys common stock. The Company funded the cash portion of the
 transaction with existing cash and issued new shares of common stock. The
 operations of Trumark are included in the Companys statement of income
 beginning on June 1, 2007. The proforma effect of this acquisition on prior
 period sales, operating income, and EPS was not significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|12. | The Company
 has three reportable segments: Industrial, Water Treatment and
 Pharmaceutical. 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 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. The Company evaluates performance based on income from operations
 not including nonrecurring gains and losses. 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. Sales are primarily within the United States and all assets are
 located within the United States. These results are not necessarily
 indicative of the results of operations that would have occurred had each
 segment been an independent, stand-alone entity during the periods presented.

|                                      |                        |            |   |                 |  |                |            |       |   |           |   |   |             | 
|------------------------------------- | ---------------------- | ---------- | - | --------------- |  | -------------- | ---------- | ----- | - | --------- | - | - | ----------- | 
|Reportable Segments                   |                        | Industrial |   | Water Treatment |  | Pharmaceutical |            | Total |  
|                                      |                        |            |   |                 |  |                |            |       |  
|Three Months Ended December 31, 2008: |                        |            |   |                 |  |                |            |       |   |           |   |   |            
|                                      | Sales                  |            | $ | 56,245,786      |  | $              | 19,308,548 |       | $ | 1,842,242 |   | $ | 77,396,576  | 
|                                      | Income from operations |            | $ | 8,684,588       |  | $              | 2,569,202  |       | $ | 22,428    |   | $ | 11,276,218  | 
|                                      |                        |            |   |                 |  |                |            |       |   |           |   |   |             | 
|Three Months Ended December 31, 2007: |                        |            |   |                 |  |                |            |       |   |           |   |   |            
|                                      | Sales                  |            | $ | 32,338,138      |  | $              | 13,578,224 |       | $ | 2,555,396 |   | $ | 48,471,758  | 
|                                      | Income from operations |            | $ | 414,515         |  | $              | 1,668,741  |       | $ | 94,196    |   | $ | 2,177,452   | 
|                                      |                        |            |   |                 |  |                |            |       |   |           |   |   |             | 
|Nine Months Ended December 31, 2008:  |                        |            |   |                 |  |                |            |       |   |           |   |   |            
|                                      | Sales                  |            | $ | 151,175,472     |  | $              | 65,396,061 |       | $ | 6,338,792 |   | $ | 222,910,325 | 
|                                      | Income from operations |            | $ | 19,587,152      |  | $              | 10,514,040 |       | $ | (28,013   | ) | $ | 30,073,179  | 
|                                      |                        |            |   |                 |  |                |            |       |   |           |   |   |             | 
|Nine Months Ended December 31, 2007:  |                        |            |   |                 |  |                |            |       |   |           |   |   |            
|                                      | Sales                  |            | $ | 90,058,381      |  | $              | 47,948,008 |       | $ | 7,231,950 |   | $ | 145,238,339 | 
|                                      | Income from operations |            | $ | 1,999,659       |  | $              | 8,529,681  |       | $ | 360,233   |   | $ | 10,889,573  | 

9

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Table of Contents

|        |                                                                                       
|------- | --------------------------------------------------------------------------------------
|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING
INFORMATION

The
information contained in this Quarterly Report on Form 10-Q for the period
ended December 31, 2008 contains statements that we believe to be
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, and within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Forward-looking statements give our current
expectations or forecasts of future events. Forward-looking statements
generally can be identified by the use of forward-looking terminology such as
may, will, expect, intend, estimate, anticipate,
believe,
project, or continue, or the negative thereof or similar words. From time
to time, we also may provide oral or written forward-looking statements in
other materials we release to the public. Any or all of our forward-looking statements
in this Quarterly Report on Form 10-Q and in any public statements we make
could be materially different from actual results. They can be affected by
assumptions we might make or by known or unknown risks or uncertainties,
including those described in Item 1A Risk Factors and other factors disclosed
throughout this Quarterly Report on Form 10-Q and the Companys other filings
with the SEC. Consequently, we cannot guarantee any forward-looking statements
and undertake no obligation to revise any forward-looking statements in order
to reflect events or circumstances that may arise after the date of this
Quarterly Report on Form 10-Q. Investors are cautioned not to place undue
reliance on any forward-looking statements. Investors should also understand
that it is not possible to predict or identify all factors that might affect
actual results and should not consider these factors to be a complete statement
of all potential risks and uncertainties. We assume no obligation and disclaim
any duty to update the forward-looking statements in this Quarterly Report on
Form 10-Q or any other public statement.

RESULTS OF
OPERATIONS

The following
table sets forth the percentage relationship of certain items to sales for the
period indicated (in thousands, except percentages):

|                                              |  |                                       |        |                                      |  |       |   |   |         |  |  |       |  
|--------------------------------------------- |  | ------------------------------------- | ------ | ------------------------------------ |  | ----- | - | - | ------- |  |  | ----- | -
|                                              |  | THREE MONTHS ENDED
 DECEMBER 31, 2008 |        | NINE MONTHS ENDED
 DECEMBER 31, 2008 | 
|                                              |  |                                       |        |                                      | 
|Sales                                         |  | $                                     | 77,397 |                                      |  | 100.0 | % | $ | 222,910 |  |  | 100.0 | %
|Cost of sales                                 |  |                                       | 58,846 |                                      |  | 76.0  |   |   | 172,322 |  |  | 77.3  |  
|Gross profit                                  |  |                                       | 18,550 |                                      |  | 24.0  |   |   | 50,589  |  |  | 22.7  |  
|Selling, general and administrative
 expenses |  |                                       | 7,274  |                                      |  | 9.4   |   |   | 20,516  |  |  | 9.2   |  
|Income from operations                        |  |                                       | 11,276 |                                      |  | 14.6  |   |   | 30,073  |  |  | 13.5  |  
|Investment income                             |  |                                       | 81     |                                      |  | 0.1   |   |   | 338     |  |  | 0.2   |  
|Income before income taxes                    |  |                                       | 11,358 |                                      |  | 14.7  |   |   | 30,411  |  |  | 13.6  |  
|Provision for income taxes                    |  |                                       | 4,385  |                                      |  | 5.7   |   |   | 11,739  |  |  | 5.3   |  
|Net income                                    |  | $                                     | 6,973  |                                      |  | 9.0   | % | $ | 18,672  |  |  | 8.4   | %

|                                              |  |                                       |        |                                      |  |       |   |   |         |  |  |       |  
|--------------------------------------------- |  | ------------------------------------- | ------ | ------------------------------------ |  | ----- | - | - | ------- |  |  | ----- | -
|                                              |  | THREE MONTHS ENDED
 DECEMBER 31, 2007 |        | NINE MONTHS ENDED
 DECEMBER 31, 2007 | 
|                                              |  |                                       |        |                                      | 
|Sales                                         |  | $                                     | 48,472 |                                      |  | 100.0 | % | $ | 145,238 |  |  | 100.0 | %
|Cost of sales                                 |  |                                       | 39,336 |                                      |  | 81.2  |   |   | 112,396 |  |  | 77.4  |  
|Gross profit                                  |  |                                       | 9,136  |                                      |  | 18.8  |   |   | 32,842  |  |  | 22.6  |  
|Selling, general and administrative
 expenses |  |                                       | 6,958  |                                      |  | 14.4  |   |   | 21,952  |  |  | 15.1  |  
|Income from operations                        |  |                                       | 2,177  |                                      |  | 4.5   |   |   | 10,890  |  |  | 7.5   |  
|Investment income                             |  |                                       | 257    |                                      |  | 0.5   |   |   | 872     |  |  | 0.6   |  
|Income before income taxes                    |  |                                       | 2,435  |                                      |  | 5.0   |   |   | 11,762  |  |  | 8.1   |  
|Provision for income taxes                    |  |                                       | 928    |                                      |  | 1.9   |   |   | 4,382   |  |  | 3.0   |  
|Net income                                    |  | $                                     | 1,507  |                                      |  | 3.1   | % | $ | 7,379   |  |  | 5.1   | %

|  
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|10

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Table of Contents

SALES

Sales
increased $28,924,818, or 59.7%, in the three months ended December 31, 2008,
and increased $77,671,986, or 53.5%, in the nine months ended December 31, 2008
as compared to the same periods a year ago. Sales of bulk chemicals, including
caustic soda, were approximately 32% and 34% of sales for the three and nine
months ended December 31, 2008, respectively, which is consistent with the
comparable periods a year ago. Industrial segment sales increased by
$23,907,648 in the three months ended December 31, 2008 and increased by
$61,117,091 in the nine-month period ended December 31, 2008, as compared to
the comparable periods in fiscal 2008. Water Treatment segment sales increased
by $5,730,324 in the three months ended December 31, 2008 and increased
$17,448,053 in the nine-month period ended December 31, 2008, as compared to
the same periods in fiscal 2008. The Industrial and Water Treatment segments
sales increases were primarily attributable to increases in selling prices
related to rising material costs along existing product lines and also by
increased demand combined with supply constraints for certain products.
However, there was a decline in volumes of certain products within the
Industrial segment, primarily products used in the agricultural markets during
the three months ended December 31, 2008 as compared to the prior year.

Pharmaceutical
segment sales decreased by 27.9% to $1,842,242 for the three months ended
December 31, 2008 and decreased by 12.4% to $6,338,792 for the nine months
ended December 31, 2008 as compared to the same periods in fiscal 2008. Sales
during the three and nine months ended December 31, 2008 were negatively
impacted by the Food and Drug Administration (FDA) having issued industry-wide
restrictions on two major compounding chemicals. The FDA removed the
restrictions on one of the chemicals in October 2008 however the restriction
continues to be in effect for the other chemical. Supply constraints on certain
other key products also contributed to the decline in sales during these
periods. During the nine months ended December 31, 2007, the Pharmaceutical
segment was restricted from selling certain products by the Minneapolis
District Office of the FDA. The Company worked to resolve this matter and,
during the third quarter of fiscal 2008, received clearance from the FDA to
sell the majority of the products initially affected. Although sales within the
Pharmaceutical segment were negatively impacted by these regulatory actions in
fiscal 2008 and the first nine months of fiscal 2009, there was not a material
impact to the Companys results of operations or cash flows.

GROSS PROFIT

Gross profit
margin, as a percentage of sales, for the three and nine months ended December
31, 2008 was 24.0% and 22.7%, respectively, compared to 18.8% and 22.6%,
respectively, for the comparable periods of fiscal 2008. Due to significant
increases in raw material inventory costs and, to a lesser extent, higher
inventory levels, the LIFO method of valuing inventory resulted in a LIFO
charge of $1,749,733 for the three-month period and $6,976,999 for the
nine-month period that negatively impacted the gross margin for the three and
nine months ended December 31, 2008 by 2.3% and 3.1%, respectively. The
pass-through of higher raw material costs also reduces the reported gross
margin rate as a percentage of sales. To more accurately reflect their
underlying nature, certain operating expenses that were classified as selling,
general and administrative expenses in fiscal 2008, are now classified as cost
of sales. For the three and nine months ended December 31, 2008, these
operating expenses totaled $626,373 and $2,211,462, respectively. The higher
margin rates realized were primarily due to the sale of lower-cost inventory on
hand and, to a lesser degree, an increase in margins on certain products due to
the Company having the inventory to meet demand that escalated during the three
months ended December 31, 2008 from current and new customers during a period
of constrained supply. The Company saw a decrease in demand for lower-margin
products sold into the agricultural markets during the three months ended
December 31, 2008. Many of the Companys products are commodity based and are
subject to cost and pricing fluctuations that impact the reported gross margin
percentage rate. The cost and pricing fluctuations are expected to continue in
future periods.

SELLING,
GENERAL AND ADMINISTRATIVE

Selling,
general and administrative (SG&A) expenses, for the three and nine months
ended December 31, 2008 were $7,273,971 and $20,515,565, respectively, compared
to $6,958,489 and $21,952,418 for the comparable periods a year ago. The
increase for the three months ended December 31, 2008 was primarily due to
higher employee compensation expenses, including variable rate pay plans and
additional sales staff to support growth in the Water Treatment segment, as well
as a $700,000 increase in bad debt expense. The increase for the three months
ended December 31, 2008 was mitigated by and the decrease for the nine months
ended December 31, 2008 was primarily due to the classification of $626,373 and
$2,211,462 of certain expenses to cost of sales for the three and nine months
ended December 31, 2008, respectively, which were classified as SG&A in
fiscal 2008. Additionally, SG&A expenses were reduced by the elimination of
contractor and consulting fees in the current year that were incurred in the
three and nine months ended December 31, 2007 related to the Companys
implementation of an Enterprise Resource Planning system and approximately
$300,000 of non-recurring acquisition-related expenses associated with the Trumark
acquisition recorded in the first quarter of fiscal 2008.

|  
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Table of Contents

INCOME FROM
OPERATIONS

Income from
operations for the three and nine months ended December 31, 2008 increased by
$9,098,766 to $11,276,218 and by $19,183,606 to $30,073,179, respectively. The
increases for the three and nine months ended December 31, 2008 were driven by
the Industrial segment, which increased by $8,270,073 and $17,587,493,
respectively, and the Water Treatment segment, which increased by $900,461 and
$1,984,359, respectively. The increases during the three and nine month periods
were driven by higher than usual margins on certain products due to the sale of
lower-cost inventory during a period of rapidly escalating commodity chemical
prices and increased demand combined with supply constraints for certain
products. Shortages of certain raw materials in the Industrial segments
industry acutely impacted the ability of certain competitors to meet their
customers product requirements, while the Companys inventory position allowed
it to meet the requirements of its current customer base and to expand its
business. The Pharmaceutical segments income from operations decreased by
$71,768 and $388,246, respectively, for the three and nine months ended
December 31, 2008 due to the decrease in sales discussed above and higher lab
testing expenses.

INVESTMENT
INCOME

Investment
income was $337,822 for the nine months ended December 31, 2008 as compared to
$872,036 during the same period a year ago. The decrease was primarily due to
lower average investment balances due to higher working capital requirements
and capacity expansion projects initiated during fiscal 2009. The decrease is
also attributable to lower yields due to the change in mix in investment
balances in the current year as compared to the prior year, as the Company has
moved a substantial portion of its investment assets into cash equivalents.

PROVISION FOR
INCOME TAXES

The effective
income tax rate was 38.6% for the three and nine months ended December 31, 2008
compared to 38.1% and 37.3% for the three and nine months ended December 31,
2007, respectively. The increase was primarily due to an increase in pre-tax
income subject to a higher marginal income tax rate.

LIQUIDITY AND
CAPITAL RESOURCES

For the
nine-month period ended December 31, 2008, cash provided by operations was
$5,514,843 compared to $6,925,567 for the same period one year ago. The
decrease in cash provided by operating activities was due to higher working
capital balances commensurate with the higher commodity chemical costs and
resulting increase in selling prices; including the timing of inventory
purchases and the related vendor payments, as well as an increase in trade
receivables associated with the increase in sales. 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, the Companys 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, the Companys trade receivable balance generally
increases during this period. Cash used in investing activities increased by
$3,778,458 for the nine months ended December 31, 2008 compared to the same
period one year ago primarily due to the purchase of the land and facility in
Centralia, Illinois during the second quarter of fiscal 2009 and the related
facility improvement projects to increase our lactate and other food ingredient
manufacturing capacity. Other capital expenditures during the nine months ended
December 31, 2008 consisted primarily of facilities improvement projects,
machinery and equipment, new route sales trucks, and returnable containers. In
the prior year, the acquisition of Trumark was largely offset by the proceeds
obtained from the sale of investments during the nine months ended December 31,
2007. The Company has plans to spend approximately $8.0 million on capacity
expansion during the current fiscal year, of which approximately $6.0 million
has been incurred through December 31, 2008. Recurring capital expenditures for
the remainder of this fiscal year are expected to be comparable with the prior
year and they will primarily relate to equipment replacement.

Cash, cash
equivalents and investments available-for-sale decreased by $9,779,563 from
March 30, 2008 to $14,334,812 as of December 31, 2008 due primarily to capital
expenditures of $10,243,053 and dividends paid of $5,125,049, partially offset
by cash generated from operating activities during the nine-month period ended
December 31, 2008. Cash equivalents consist of money market accounts and
certificates of deposit with an original maturity of three months or less.
Investments available-for-sale consist of corporate bonds and U.S. Government
agency securities. The Companys investment objectives in order of importance
are the preservation of principal, maintenance of liquidity and rate of return.
The fixed income portfolio consists primarily of investment grade securities to
minimize credit risk, and have maturities ranging to 24 years. The Company
monitors the maturities of its investments to
ensure that funding is available for anticipated cash needs. At December 31,
2008, $350,647 of available-for-sale investments were classified as non-current
assets as they were determined to be temporarily impaired with an aggregate
carrying value exceeding market value by approximately $6,000 and have maturity
dates of one year or longer. These investments were not determined to be
other-than-temporarily impaired, as the Company has the intent and ability to
hold these investments for a period of time sufficient to allow a recovery of
cost.

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At December
31, 2008, the Company had an investment portfolio of fixed income securities of
$872,088 and cash and cash equivalents of $13,723,527. The fixed income
securities, like all fixed income instruments, are subject to interest rate
risk and will decline in value if market interest rates increase. However,
while the value of the investment may fluctuate in any given period, the
Company intends to hold its fixed income investments until recovery of cost. Consequently, the Company would not expect to recognize an adverse
impact on net income or cash flows during the holding period.

Expected
future cash flows from operations, coupled with the Companys financial
position, puts the Company in a position to fund both short and long-term
working capital and capital investment needs with internally generated funds.
Management does not, therefore, anticipate the need to engage in significant financing
activities in either the short or long-term. If the need to obtain additional
capital does arise, however, management believes
that the Companys total debt to capital ratio at December 31, 2008 puts it in
a position to obtain debt financing on favorable terms, although there can be
no assurance of this.

Although
management continually reviews opportunities to enhance the value of the
Company through strategic acquisitions, other capital investments and strategic
divestitures, no material commitments for such investments or divestitures
currently exist.

CRITICAL
ACCOUNTING POLICIES

The
significant accounting policies followed by the Company are set forth in Note 1
to the Companys financial statements in the Companys Annual Report on Form
10-K for the fiscal year ended March 30, 2008. The accounting policies used in
preparing the Companys interim fiscal 2009 financial statements are the same
as those described in the Companys Annual Report.

|        |                                                           
|------- | ----------------------------------------------------------
|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At December
31, 2008, the Company had an investment portfolio of fixed income securities of
$872,088 and cash and cash equivalents of $13,723,527. The fixed income
securities, like all fixed income instruments, are subject to interest rate
risks and will decline in value if market interest rates increase. However,
while the value of the investment may fluctuate in any given period, the
Company intends to hold its fixed income investments until recovery of cost. Consequently, the Company would not expect to recognize an adverse
impact on net income or cash flows during the holding period. The Company
adjusts the carrying value of its investments if an impairment occurs that is
considered to be other than temporary.

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

|        |                        
|------- | -----------------------
|ITEM 4. | CONTROLS AND PROCEDURES

Evaluation of disclosure controls and
procedures

We maintain a
system of disclosure controls and procedures designed to provide reasonable
assurance as to the reliability of our published financial statements and other
disclosures included in this report. Disclosure controls and procedures
include, without limitation, controls and procedures designed to ensure that
information required to be disclosed by us in the reports that we file or
submit under the Exchange Act is accumulated and communicated to our
management, including our chief executive officer and chief financial officer,
as appropriate, to allow timely decisions regarding required disclosure. Our
management evaluated, with the participation of our Chief Executive Officer and
our Chief Financial Officer, the effectiveness of the design and operation of
our disclosure controls and procedures as of the end of the period covered by
this report. Based on this evaluation the Chief Executive Officer and Chief
Financial Officer concluded that as of December 31, 2008, the disclosure
controls and procedures for Hawkins, Inc. were effective
to ensure that information required to be disclosed in reports it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time period specified in SECs rules and forms.

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Table of Contents



Changes in Internal Control

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

PART II. OTHER INFORMATION

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

There have
been no material changes to the Companys risk factors from those disclosed in
the Companys Annual Report on Form 10-K for the fiscal year ended March 30,
2008.

|        |         
|------- | --------
|ITEM 6. | EXHIBITS

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
|     |         |                                                                                                   |             |                          
|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.   

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Table of Contents

SIGNATURES

Pursuant to
the requirements 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,
 INC.
| |                |                                                                                                                         
| | By:            | /s/ Kathleen P. Pepski                                                                                                  
| |                |                                                                                                                         
| |                |                                                                                                                         
| |                | Kathleen P. Pepski                                                                                                      
| |                |                                                                                                                         
| |                | Vice President, Chief Financial Officer, and Treasurer
 (On behalf of the Registrant and as principal financial officer)

Dated:
February 5, 2009

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Table of Contents

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
|     |         |                                                                                                   |             |                          
|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.   

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