NATIONAL BEVERAGE CORP — Director's Dealing 2004

Sep 10, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL BEVERAGE CORP (FIZ)
CIK: 0000069891
Period of Report: 2004-05-03

Reporting Person: HATHORN SAMUEL C (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-03	KEEP Stock Options	$4.06	A	6000	Acquired	2014-05-03	Common Stock (6000)	Direct

Footnotes

F1: Under the Company's Key Employee Equity Partnership Program ("KEEP"), Mr. Hathorn received a grant of 6,000 KEEP options on May 3, 2004 for 12,000 shares of common stock acquired by Mr. Hathorn on August 1, 2003 at $6.76 per share (all share and per share dollar amounts are adjusted for the one hundred percent (100%) stock dividend paid on March 22, 2004). Under the KEEP plan, no more than 6,000 options can be issued in any two year period and accordingly, the issuance of these options was deferred until expiration of the two year period related to prior issuances of KEEP options.

F2: The KEEP options are granted at an initial exercise price of sixty percent (60%) of the purchase price for the shares of National Beverage Corp. common stock acquired and reduced to the par value of the Company's stock at the end of the six year vesting period. Reference is made to Exhibit 10-21 of the Company's Form 10K for the one year ended May 2, 1998 for a full description of the terms of the KEEP plan.