NATIONAL BEVERAGE CORP — Director's Dealing 2004

Jul 26, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NATIONAL BEVERAGE CORP (FIZ)
CIK: 0000069891
Period of Report: 2004-07-22

Reporting Person: KLOCH JOSEPH P JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-22	Common Stock	P	3000	$7.78	Acquired	57000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-22	KEEP Stock Option	$4.67	A	1500	Acquired	2014-07-22	Common Stock (1500)	Direct

Footnotes

F1: Under the Company's Key Employee Equity Partnership Program ("KEEP"), Mr. Klock received a grant of 1,500 KEEP options on July 22, 2004 for 3,000 shares of common stock acquired by Mr. Klock on that date at a purchase price of $7.78 per share. 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. 40% of the KEEP options become exercisable after three years and the remaining KEEP options become exercisable after 6 years. Reference is made to Exhibit 10-21 of the Company's Form 10-K for the year ended May 2, 1998 for a full description of the terms of the KEEP plan.