<PAGE>
                                     [LOGO]

                             HAWKINS CHEMICAL, INC.
                           3100 EAST HENNEPIN AVENUE
                          MINNEAPOLIS, MINNESOTA 55413


                      NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
                                   TO BE HELD
                                FEBRUARY 7, 1996

    The annual meeting of shareholders of Hawkins Chemical, Inc. (the "Company")
will  be held at the Sheraton  Minneapolis Metrodome, 1330 Industrial Boulevard,
Minneapolis, Minnesota, on Wednesday,  February 7, 1996,  at 3:00 P.M.,  Central
Standard Time, for the following purposes:

    1.  To enlarge the Board of Directors to eleven members.

    2.  To elect ten directors.

    3.   To act upon a proposal to ratify the selection of Deloitte & Touche LLP
       as independent auditors of the Company for the current fiscal year.

    4.  To transact such other business as may properly come before the  meeting
       or any adjournment thereof.

    The  Board of Directors has fixed the close of business on December 22, 1995
as the record  date for  determining the shareholders  entitled to  vote at  the
annual  meeting.  Accordingly,  only  shareholders of  record  at  the  close of
business on that date  will be entitled  to vote at  the meeting. The  Company's
transfer books will not be closed.

D
ated: December 29, 1995.

                                          BY ORDER OF THE BOARD OF DIRECTORS

                                                JOHN R. HAWKINS, SECRETARY

IMPORTANT: TO ASSURE THE NECESSARY REPRESENTATION AT THE ANNUAL MEETING, YOU ARE
URGED  TO SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. THIS WILL NOT PREVENT YOU
FROM VOTING IN PERSON IF YOU SO DESIRE.

<PAGE>
                                PROXY STATEMENT

                             HAWKINS CHEMICAL, INC.
                           3100 EAST HENNEPIN AVENUE
                          MINNEAPOLIS, MINNESOTA 55413
                               DECEMBER 29, 1995

    The  following statement is furnished in connection with the solicitation of
proxies by the Board of Directors  of Hawkins Chemical, Inc. (the "Company")  to
be  voted at  the annual meeting  of shareholders of  the Company to  be held on
Wednesday, February  7, 1996,  or at  any adjournment  or adjournments  of  such
meeting.  Distribution of  this proxy  statement and  proxy to  the shareholders
began on or about December 29, 1995.

                                  SOLICITATION

    The cost of soliciting proxies and of the notices of the meeting,  including
the  preparation, assembly  and mailing of  proxies and this  statement, will be
borne by  the Company.  In addition  to the  use of  the mails,  proxies may  be
solicited  personally or by  telephone or telegraph by  regular employees of the
Company. Furthermore, arrangements may be  made with brokers, banks and  similar
organizations  to  send proxies  and proxy  materials  to beneficial  owners for
voting instructions, for which the Company will reimburse such organizations for
their expenses.

                         REVOCATION AND VOTING OF PROXY

    Any shareholder giving a proxy may revoke it prior to its use at the meeting
by (1) delivering a written notice expressly revoking the proxy to the Secretary
at the  Company's offices,  (2) signing  and forwarding  to the  Company at  its
offices a later-dated proxy, or (3) attending the annual meeting and casting his
or her votes personally.

    Proxies  will  be voted  in  accordance with  the  choices specified  by the
shareholders by means of  the ballot provided  on the proxy.  In the absence  of
such  specification, the proxies  will be voted "For"  the nominees for director
and the proposals set forth in the Notice of Annual Meeting.

                      OUTSTANDING SHARES AND VOTING RIGHTS

    The record date  for determining the  shareholders entitled to  vote at  the
annual  meeting is  December 22, 1995.  At the  close of business  on that date,
there were outstanding  10,525,772 shares of  common stock, par  value $.05  per
share,  which is the only outstanding class  of stock of the Company. Holders of
common shares are entitled to  one vote for each share  held on the record  date
with  respect to all matters that may be brought before the meeting. There is no
cumulative voting for directors.

                             SECTION 16 COMPLIANCE

    Section 16(a) of the Securities Exchange Act of 1934 requires the  Company's
executive  officers  and  directors to  file  initial reports  of  ownership and
reports of  changes  in  ownership of  common  stock  of the  Company  with  the
Securities  and Exchange  Commission. Executive officers,  directors and persons
who beneficially own more than  ten percent of the  common stock of the  Company
are  required  by SEC  regulations to  furnish  the Company  with copies  of all
Section 16(a) forms they file.  Based solely on a review  of the copies of  such
forms  furnished to the Company, and  written representations from the Company's
executive  officers  and  directors,  all  Section  16(a)  filing   requirements
applicable   to  the  Company's  executive  officers  and  directors  have  been
satisfied.

                                       1

<PAGE>

                        SECURITY OWNERSHIP OF MANAGEMENT
                            AND BENEFICIAL OWNERSHIP

    The following table contains information as of November 30, 1995  concerning
the  beneficial ownership  of the Company's  common shares by  all directors and
nominees, by all current directors and officers as a group, and by persons known
to the Company to beneficially own more than 5% of its common shares.


<TABLE>
<CAPTION>
 
                                                                                         NUMBER OF      PERCENT OF
                                   BENEFICIAL OWNER                                       SHARES(A)         CLASS
- --------------------------------------------------------------------------------------  --------------  -------------
<S>                                                                                     <C>             <C>
Howard J. Hawkins.....................................................................      653,260(b)         6.2%
  3100 East Hennepin Avenue
  Minneapolis, MN 55413
Norman P. Anderson....................................................................      445,705            4.2%
  225 Holly Road
  Hopkins, MN 55343
Carl J. Ahlgren.......................................................................      129,992(c)         1.2%
Howard M. Hawkins.....................................................................      215,651(d)         2.0%
Dean L. Hahn..........................................................................       92,690(e)         0.9%
Donald L. Shipp.......................................................................      117,239(f)         1.1%
John R. Hawkins.......................................................................      110,675(g)         1.0%
C. Charles Jackson, Jr. ..............................................................       14,792(h)         0.1%
John S. McKeon........................................................................       11,590(i)         0.1%
S. Albert Diez Hanser.................................................................        6,198           *
Duane Jergenson.......................................................................            0            0.0%
All current directors and officers as a group (12 persons)............................    1,824,823(j)        17.3%
Trustees, Hawkins Chemical, Inc. Employee Stock Ownership Plan and Trust..............    2,292,738(k)        21.8%
  3100 East Hennepin Avenue
  Minneapolis, MN 55413
Trustees, Hawkins Chemical, Inc. Money Purchase Pension Plan and Trust................       59,526(k)         0.6%
  3100 East Hennepin Avenue
  Minneapolis, MN 55413
</TABLE>


- ------------
 *  Less than 0.1%

(a) Unless otherwise noted, all shares shown are held by individuals  possessing
    sole voting and investment power with respect to such shares.

(b)  Includes 184,089 shares owned by the wife  of Howard J. Hawkins as to which
    Mr. Hawkins may be deemed  to share voting and  investment power, but as  to
    which  he disclaims beneficial ownership, as  well as 28,561 shares that Mr.
    Hawkins holds  jointly  with his  wife  as to  which  he shares  voting  and
    investment  power.  Does  not  include  shares  representing  the beneficial
    interest of Mr. Hawkins  as of November 30,  1995 in the Company's  Employee
    Stock Ownership Plan (146,873 shares) and Money Purchase Pension Plan (2,454
    shares).

(c)  Includes 51,942 shares held in trust  for the benefit of Mr. Ahlgren's wife
    as to which Mr.  disclaims beneficial ownership, and  55,996 shares held  in
    trust as to which Mr. Ahlgren shares voting and investment power.

(d)  Includes 45,214 shares held by Howard M. Hawkins as custodian for his minor
    child as to which Mr. Hawkins has  full voting and investment power, but  as
    to which he disclaims beneficial ownership; 3,080 shares held by the wife of
    Mr.  Hawkins as  to which he  may be  deemed to share  voting and investment
    power, but as to which he disclaims beneficial ownership; and 105,905 shares
    that Mr. Hawkins holds jointly  with his wife as  to which he shares  voting
    and investment power. Does not

                                       2

<PAGE>
    include  shares representing  the beneficial interest  of Mr.  Hawkins as of
    November 30, 1995 in  the Company's Employee  Stock Ownership Plan  (106,036
    shares) and Money Purchase Pension Plan (2,914 shares).

(e) Includes 11,369 shares that Mr. Hahn holds jointly with his wife as to which
    he  shares voting and investment power. Does not include shares representing
    Mr. Hahn's beneficial  interest as  of November  30, 1995  in the  Company's
    Employee  Stock Ownership Plan  (175,971 shares) and  Money Purchase Pension
    Plan (6,377 shares).

(f) Includes 110,145 shares held by Mr. Shipp jointly with his wife as to  which
    he  shares voting and investment power. Does not include shares representing
    Mr. Shipp's beneficial  interest as of  November 30, 1995  in the  Company's
    Employee  Stock Ownership Plan  (152,501 shares) and  Money Purchase Pension
    Plan (5,046 shares).

(g) Includes  65,564 shares  held by  John Hawkins  as custodian  for his  minor
    children  as to  which he has  sole voting  and investment power,  but as to
    which he disclaims beneficial ownership, as  well as 550 shares held by  Mr.
    Hawkins  jointly with his wife  as to which he  shares voting and investment
    power. Does not include shares  representing the beneficial interest of  Mr.
    Hawkins  as of November  30, 1995 in the  Company's Employee Stock Ownership
    Plan (100,180 shares) and Money Purchase Pension Plan (2,439 shares).

(h) All  shares  held  in trust  as  to  which Mr.  Jackson  shares  voting  and
    investment power.

(i)  Includes 943 shares held by Mr.  McKeon as custodian for his minor children
    as to which Mr. McKeon has sole voting and investment power, but as to which
    he disclaims beneficial ownership.

(j) 6,898 of  the shares  owned by  an officer  who is  not also  a director  or
    nominee are held by that officer jointly with his wife as to which he shares
    voting   and  investment  power.  Not  included  in  the  total  are  shares
    representing the beneficial ownership of such  officer and of his spouse  as
    of  November 30, 1995 in the Company's Employee Stock Ownership Plan (57,231
    and 3,606 shares, respectively) and  Money Purchase Pension Plan (2,005  and
    173  shares, respectively). 20,133 of the shares  owned by an officer who is
    not also a director or nominee are held by that officer directly.

(k) The current trustees of the Hawkins Chemical, Inc. Employee Stock  Ownership
    Plan and Trust and of the Hawkins Chemical, Inc. Money Purchase Pension Plan
    and  Trust are Howard J.  Hawkins, Dean L. Hahn,  Donald L. Shipp, Howard M.
    Hawkins, and John R. Hawkins. Although these individuals could be deemed  to
    "beneficially  own" all of the  shares held by these  Plans because of their
    shared voting and investment power with  respect to those shares, they  have
    not  been included  in the  share ownership  figures listed  above for these
    individuals or for  all current directors  and officers as  a group.  Voting
    rights   as  to  shares  of  the  Company's  stock  are  passed  through  to
    participants under  the Employee  Stock Ownership  Plan, but  not under  the
    Money Purchase Pension Plan.


                           RELATED PARTY TRANSACTIONS

    In connection with the Company's acquisition of certain assets of Industrial
Chemical  and Equipment Co. ("ICE") on October  4, 1993, the Company delivered a
note payable to ICE in the original principal amount of $729,724 as part of  the
$2,502,430 purchase price paid for the assets acquired. The note is payable over
a  period of nine  years in annual  installments, with interest  accruing at the
rate of seven percent per annum. John H. Michel, the sole shareholder of ICE and
a vice president of the Company responsible for the new Industrial Chemical  and
Equipment division, is an indirect beneficiary of this note. The transaction was
negotiated  on  an arms  length  basis and  was  completed prior  to  Mr. Michel
becoming an officer of the Company.

    In connection with  the ICE  acquisition, Mr.  Michel also  entered into  an
employment  contract with the Company, pursuant to  which he will be employed by
the Company for a period of four years and will receive an annual base salary of
$110,000.

                                       3

<PAGE>
 
               PROPOSALS TO BE ACTED UPON AT THE ANNUAL MEETING
                    1. ENLARGING SIZE OF BOARD OF DIRECTORS

    The Board of Directors proposes to increase the size of the Board to  eleven
members.  The Company's By-Laws provide  for a Board of  up to eleven Directors,
and the  Directors have  determined that  it is  in the  best interests  of  the
Company  to increase  the number of  members from  the current ten  to eleven in
order to increase the number of outside directors. Although management does  not
currently have a nominee to fill the additional seat, the Board may determine to
fill  the  vacant  seat  at  some  time prior  to  the  next  annual  meeting of
shareholders.

    THE BOARD OF DIRECTORS  RECOMMENDS A VOTE "FOR"  INCREASING THE SIZE OF  THE
BOARD TO ELEVEN MEMBERS.

                            2. ELECTION OF DIRECTORS

    At  the forthcoming  annual meeting,  ten persons are  to be  elected to the
Company's Board of Directors, each to hold office for the ensuing year or  until
his successor is duly elected and qualified. The Company's By-Laws provide for a
Board  of Directors of not fewer than  three nor more than eleven directors. The
Company's By-Laws provide that the nominees  must be elected by the  affirmative
vote  of the holders of a majority of the voting power of the shares represented
at the meeting (whether in  person or by proxy). Proxies  will be voted for  the
election of all nominees unless you direct otherwise. Should any nominee decline
or  be unable to accept such nomination or  to serve as director (an event which
management does not now expect to occur), proxies will be voted for a substitute
nominee or  nominees in  accordance with  the  best judgment  of the  person  or
persons acting under them.

    Except  for Duane Jergenson,  all nominees are now  directors of the Company
and have  served continuously  since  the year  indicated below.  The  principal
occupation or employment of each nominee is set forth below; all occupations are
with the Company unless otherwise noted.


<TABLE>
<CAPTION>
                                                      PRINCIPAL OCCUPATION                          DIRECTOR
              NOMINEE                                    AND EMPLOYMENT                       AGE    SINCE
- -----------------------------------  -------------------------------------------------------  ---   --------
<S>                                  <C>                                                      <C>   <C>
Howard J. Hawkins..................  Chairman of the Board since 1964; Chief Executive        77      1955
                                     Officer since 1987.
Dean L. Hahn.......................  President since 1983.                                    62      1974
Donald L. Shipp....................  Executive Vice President since 1983; President of        60      1977
                                     Feed-Rite Controls, Inc., a subsidiary of the Company,
                                     since 1967.
Carl J. Ahlgren....................  Retired; Vice President 1970 - February 1991; Secretary  71      1964
                                     1961 - February 1991.
Howard M. Hawkins..................  Treasurer since 1973.                                    51      1976
John R. Hawkins....................  Vice President of Sales since 1987; Secretary since      44      1989
                                     February 1991; Sales Manager 1985 - 1987.
Norman P. Anderson.................  Retired; President 1964 - 1983.                          82      1955
John S. McKeon.....................  President of Golden Valley Microwave Foods, Inc. since   51      1984
                                     August 1993; President of McKeon Associates, Inc. 1991
                                     -1993 (corporate finance consulting); Vice President of
                                     Northstar Industries, Inc. 1976 - 1990.
S. Albert Diez Hanser..............  Acting Chief Executive Officer and President of          58      1995
                                     Astrocom Corporation since 1993; Director of Astrocom
                                     Corporation since 1991; Chairman of Hanrow Financial
                                     Group, Ltd. since May, 1989.
Duane Jergenson....................  Vice President, Operations of Taylor Corporation since   49
                                     1985.
</TABLE>


                                       4

<PAGE>
    As  described above, Messrs. Hahn, Shipp, and Howard J., Howard M., and John
R. Hawkins  also serve  as executive  officers of  the Company.  The only  other
executive  officers are  Jon C.  Eaton, who became  Vice President  in Charge of
Terminal Operations in 1988 and John H. Michel, who was named Vice President  in
charge  of  the Industrial  Chemical &  Equipment Division  in 1993.  Mr. Michel
joined the Company in 1993 following the Company's acquisition of  substantially
all  of  the assets  of  Industrial Chemical  &  Equipment Co.;  Mr.  Michel was
previously President of Industrial Chemical  & Equipment Co. Executive  officers
are  elected to serve until the next annual meeting of the Board of Directors or
until their successors are elected and qualify.

    There is no  family relationship between  any officers or  directors of  the
Company  except that Howard  J. Hawkins is the  father of Howard  M. and John R.
Hawkins.

    The Board of  Directors held  four meetings  in fiscal  1995. All  directors
attended  at least  75% of  the total number  of meetings  of the  Board and the
committees on which they served. The Audit Committee, which presently is made up
of Howard  M.  Hawkins,  John  S.  McKeon,  and  C.  Charles  Jackson,  Jr.,  is
responsible  for  selecting  auditors,  ensuring  the  fiscal  integrity  of the
Company, and establishing and reviewing  internal controls. The Audit  Committee
held  one  meeting  during fiscal  1995.  The Compensation  Committee,  which is
presently made up of  John S. McKeon,  Carl J. Ahlgren,  Norman P. Anderson,  C.
Charles  Jackson, Jr. and S. Albert  Diez Hanser is responsible for establishing
compensation policies for the Company and for reviewing and setting compensation
for senior  executives  of the  Company.  The Compensation  Committee  held  one
meeting during fiscal 1995.

    A  standing nominating committee has not been established although the Board
has authority to do  so. Sections 8  through 11 of Article  II of the  Company's
By-Laws,  adopted by the Board on August  23, 1988, provide that a candidate may
not  be  nominated  for  election  as  a  director  at  the  annual  meeting  of
shareholders  unless the nomination was previously submitted to the Board or its
nominating committee. A shareholder wishing to nominate a candidate for director
must do so no later  than sixty days following the  end of the Company's  fiscal
year. Nominations are deemed made when the Secretary of the Company receives all
of  the following: (1) all information about the nominee that may be required to
be provided in any  proxy statement pursuant to  the Securities Exchange Act  of
1934   and  regulations  promulgated  thereunder;  (2)  an  executed  directors'
questionnaire provided by  the Company  and completed  by the  nominee; (3)  the
nominee's  statement  consenting to  his nomination  and  agreeing to  serve, if
elected;  and  (4)  evidence  that  the  person  making  the  nomination  is   a
shareholder.  After  reviewing  the  submission,  the  Board  or  the  appointed
nominating committee may, but need not, designate one or more of the nominees to
appear as an  alternate candidate on  any proxy solicited  by management or  any
proxy statement furnished by management. The number of such alternate candidates
may  not exceed the  number of directors  to be elected  at that annual meeting.
Exclusion of any eligible  candidate from a proxy  solicited by management  does
not  affect  the right  of shareholders  to  nominate, vote  for, or  elect such
candidate  at  any  shareholders'  meeting  held  within  twelve  months   after
submission of the nomination material described above.

                            3. APPROVAL OF AUDITORS

    Deloitte  & Touche LLP, independent  certified public accountants, have been
the auditors of the Company since 1971. They have been retained by the Board  of
Directors as the Company's auditors for the current fiscal year, and shareholder
approval of such retention is requested.

    Audit services performed by Deloitte & Touche LLP for the year ended October
1, 1995 consisted of the examination of the consolidated financial statements of
the  Company and  services related to  filings with the  Securities and Exchange
Commission. All services  rendered by  Deloitte &  Touche LLP  are reviewed  and
approved  by the Board of Directors. The Board of Directors has not specifically
considered the  independence  of  the  auditors  in  relation  to  the  services
rendered,  but the auditors have informed the  Company that neither the firm nor
any of  its partners  holds any  financial  interest in  the securities  of  the
Company.

    Representatives  of Deloitte & Touche LLP are expected to attend this annual
meeting with the opportunity to  make a statement if  they desire. They will  be
available to respond to appropriate questions.

                                       5

<PAGE>
    The  Board  of Directors  recommends that  the  shareholders vote  "For" the
proposal to approve retention of Deloitte  & Touche LLP, and the enclosed  proxy
will be so voted unless a contrary vote is indicated. If retention of Deloitte &
Touche LLP is not approved by the shareholders, the Board of Directors will make
another appointment effective at the earliest practicable date.

    THE  BOARD  OF DIRECTORS  RECOMMENDS A  VOTE "FOR"  RETENTION OF  DELOITTE &
TOUCHE LLP AS INDEPENDENT AUDITORS FOR THE COMPANY.

                                4. OTHER MATTERS

    Management does not know of any  other business which will be presented  for
consideration  at the meeting; however, if any other business does properly come
before the meeting, proxies will be  voted in accordance with the best  judgment
of the person or persons acting under them.


                COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
                           SUMMARY COMPENSATION TABLE

    The  following  table sets  forth the  compensation  of the  Chief Executive
Officer and  the four  highest paid  executive officers  whose aggregate  annual
salary and bonus exceeded $100,000 for the Company's last fiscal year:


<TABLE>
<CAPTION>
                                                  ANNUAL COMPENSATION
                                     ---------------------------------------------    ALL OTHER
                                     FISCAL                         OTHER ANNUAL     COMPENSATION
    NAME AND PRINCIPAL POSITION       YEAR     SALARY    BONUS    COMPENSATION (A)     (B) (C)
- -----------------------------------  ------   --------  --------  ----------------   ------------
<S>                                  <C>      <C>       <C>       <C>                <C>
Howard J. Hawkins                     1995    $154,000  $100,000       $4,500          $30,000
  Chairman of the Board and Chief     1994     149,200    96,000        4,500           30,000
  Executive Officer                   1993     144,400    83,000        4,500           30,000
Dean L. Hahn                          1995    $136,840  $100,000       $4,500          $30,000
  President                           1994     132,040    96,000        4,500           30,000
                                      1993     127,240    83,000        4,500           30,000
Donald L. Shipp                       1995    $126,400  $100,000       $4,500          $30,000
  Executive Vice President            1994     121,600    96,000        4,500           30,000
                                      1993     116,800    83,000        4,500           30,000
John R. Hawkins                       1995    $113,440  $ 82,000       $4,500          $30,000
  Vice President and Secretary        1994     108,640    78,000        4,500           30,000
                                      1993     103,840    67,000        4,500           30,000
Howard M. Hawkins                     1995    $113,440  $ 82,000       $4,500          $30,000
  Treasurer                           1994     108,640    78,000        4,500           30,000
                                      1993     103,840    67,000        4,500           30,000
</TABLE>


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

(A)  EMPLOYEE STOCK PURCHASE PLAN

    All  employees of the Company and its subsidiaries who have attained the age
of 18 years and who have been employed  by the Company for one year, as well  as
non-employee  members of the Board  of Directors of the  Company are eligible to
participate in the Company's Employee Stock Purchase Plan. Under the Plan,  each
participant  authorizes the Company to deduct  a specified amount, not to exceed
$500, from his paycheck each month, to which the Company adds a bonus of 75%  of
such  amount, to be used by a depository  agent to purchase common shares of the
Company's stock for the participant's individual account under the Plan.  Shares
purchased with the Company's bonus vest over a five-year schedule.

(B)  MONEY PURCHASE PENSION PLAN

    Non-bargaining  employees  of  the  Company and  its  subsidiaries  who have
attained the age of 21 years and  completed one year of service are eligible  to
participate  in  this  defined contribution  pension  plan. For  each  year, the
Company and its participating subsidiaries  contribute an amount equal to  seven
percent of an

                                       6

<PAGE>
eligible  participant's compensation, and this amount  is credited to an account
maintained for the participant under  the Plan. The maximum annual  compensation
that  may  be used  to determine  Plan benefits  is capped  at $150,000  for the
current plan year; this limit will be adjusted in future years under federal tax
law for cost-of-living increases.

    Participant accounts  are  credited with  the  appropriate gains  or  losses
resulting from investments made by the Plan. A participant is fully vested after
completing  seven years of service. At  retirement, the participant receives the
amount credited to his or her account either as a lump sum, in installments,  or
in the form of an annuity contract.

(C)  PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN

    Non-bargaining  employees  of  the  Company and  its  subsidiaries  who have
attained the age of 21 years and  completed one year of service are eligible  to
participate  in the Company's Profit Sharing and Employee Stock Ownership Plans.
Contributions to these separate Plans are made at the discretion of the Board of
Directors and credited to individual accounts maintained for participants  under
the Plans.

    The  amount  of each  contribution credited  to  a participant's  account is
proportionate  to  that  participant's   compensation  compared  to  the   total
compensation   paid  to  all  participants  in  the  Plan.  The  maximum  annual
compensation that may be used to determine benefits in the current plan year  is
$150,000,  which  amount will  be adjusted  in  future years  for cost-of-living
increases. In addition, the  aggregate amount contributed in  any one plan  year
for  a participant under  the Money Purchase Pension  Plan, Profit Sharing Plan,
and Employee  Stock  Ownership  Plan  may  not  exceed  the  lesser  of  25%  of
compensation or $30,000.

    Participant  accounts  in the  Profit Sharing  and Employee  Stock Ownership
Plans are also credited with the appropriate gains or losses resulting from Plan
investments. A  participant is  fully  vested after  completing seven  years  of
service.  At retirement, the participant receives  the amount credited to his or
her account either as a lump sum or in installments.

 
         COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    All decisions regarding compensation of executive officers of the Company in
fiscal 1995 were made by the  Compensation Committee of the Board of  Directors.
The Compensation Committee is currently made up of the following directors: John
S.  McKeon, Carl J. Ahlgren, Norman P. Anderson and C. Charles Jackson, Jr. None
of the current officers  of the Company participates  in any board vote  setting
his annual salary or bonus.

              COMPENSATION COMMITTEE REPORT ON ANNUAL COMPENSATION

    The  annual compensation programs of the Company are highly leveraged on the
basis of performance. The Company's annual compensation mix generally has  lower
base  salaries  than  comparable  companies,  coupled  with  a  highly leveraged
incentive system which will pay more  with good performance and less with  below
par performance.

EXECUTIVE SALARIES

    The salaries of the Company's executive officers are tied to inflation, plus
a  small increase  for an  increase in  corporate profits.  An example  would be
fiscal 1995: inflation was approximately 3%; raises, therefore, could vary  from
0  to 6% with an average  of 3%, plus the percentage  increase of the income per
share, times a factor of 6%. This year the average officer received a 3% cost of
living increase  in base  salary, plus  an additional  1% increase  because  the
income  per  share was  up  6%. The  executive officers  of  the Company  on the
average, therefore, received salary increases of 4%.

EXECUTIVE BONUS PLAN

    The bonus plan  for executive officers  is based on  the following  factors:
corporate  performance, business unit performance  and personal performance. The
corporate performance  rating is  based on  the Company's  percentage growth  in
earnings  per share  over the  prior year  and its  return on  equity. These two
factors are the  primary determinants of  share price over  time. Business  unit
ratings are based primarily on profit

                                       7

<PAGE>
performance  (market  share  performance,  new  product  development,  workplace
diversity and other factors are  also considered). Personal ratings can  include
such  qualitative factors as  quality of the  strategic plan, organizational and
management  development  progress  and  industry,  public  affairs,  and   civic
involvement.

    Corporate  business unit ratings  can range from  .5 to 1.8  with top annual
performance represented by a  1.5 or higher rating.  Personal ratings can  range
from  0.0 to 1.5. These ratings are  then combined with the participant's target
incentive participation rate (a  percentage of base  salary which increases  for
higher  positions within the  Company). Both business  unit and personal ratings
are heavily dependent on  achievement of financial  objectives. The weights  for
executive  officers  are 50%  corporate and  50%  personal, while  business unit
officers are  generally 38%  unit, 12%  corporate and  50% personal.  The  total
corporate  bonus  package  is approximately  11%  of the  Company's  income from
operations.

CHIEF EXECUTIVE OFFICER COMPENSATION

    The  compensation  of  Howard  J.  Hawkins,  Chief  Executive  Officer,   is
determined  in  the same  manner  as set  forth  above for  all  other executive
officers.

                             COMPENSATION COMMITTEE

          John S. McKeon                     Carl J. Ahlgren
          Norman P. Anderson                 C. Charles Jackson, Jr.


                           COMPENSATION OF DIRECTORS

    During fiscal 1995, each director who is not an employee of the Company  was
paid  $2,750  as an  annual retainer  plus  $660 for  each meeting  attended. In
addition to his  regular director's  fees, Carl  J. Ahlgren  received $1,500  in
fiscal  1995 for his work  in preparing last year's  annual report. Beginning in
calendar year 1996, the annual retainer will increase to $6,000.

                                       8

<PAGE>
 
                     COMPARATIVE STOCK PERFORMANCE GRAPH

    The following  is a  graph comparing  the annual  percentage change  in  the
cumulative  total  shareholder return  on the  Company's  Common Stock  with the
cumulative total returns of the NASDAQ Composite Index and the NASDAQ Industrial
Index for the Company's last five fiscal years. The graph assumes the investment
of $100 in the Company's Common Stock, the NASDAQ Composite Index and the NASDAQ
Industrial Index on October 1, 1990, and reinvestment of all dividends.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC


<TABLE>
<CAPTION>
              NASDAQ INDUSTRIAL INDEX    NASDAQ COMPOSITE INDEX    HAWKINS CHEMICAL, INC.
<S>          <C>                        <C>                        <C>
1990(Base)                         100                        100                     100
1991                            160.18                     152.94                  108.19
1992                             168.5                      169.3                  115.77
1993                            211.73                     221.41                  149.72
1994                               211                     221.85                  195.09
1995                            266.43                     302.91                  249.87
</TABLE>


                                       9

<PAGE>
                           PROPOSALS BY SHAREHOLDERS

    Any proposal  that a  shareholder  intends to  present  at the  1997  Annual
Meeting  must  be received  by the  Company no  later than  August 31,  1996 for
inclusion in the  1997 Notice of  Annual Meeting, Proxy  Statement, and form  of
proxy.

                                   FORM 10-K

    The  Company will  provide each  person whose  proxy is  solicited, upon the
written request of any such person, a copy of its annual report on Form 10-K  as
filed  with  the Securities  and  Exchange Commission,  including  the financial
statements and  financial statement  schedules  required to  be filed  with  the
Commission.  Such  written  request  should  be  directed  to  John  R. Hawkins,
Corporate  Secretary,  Hawkins  Chemical,  Inc.,  3100  East  Hennepin   Avenue,
Minneapolis, Minnesota 55413.

                                          BY ORDER OF THE BOARD OF DIRECTORS

                                                JOHN R. HAWKINS, SECRETARY

Dated: December 29, 1995.

                                       10

<PAGE>
                             HAWKINS CHEMICAL, INC.
                    PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
                                FEBRUARY 7, 1996

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF HAWKINS CHEMICAL,
                                      INC.

The  undersigned hereby appoints  Howard J. Hawkins,  Dean L. Hahn,  and John R.
Hawkins, or a majority of them, as  Proxies, each with the power to appoint  his
substitute,  and hereby authorizes them to  represent and to vote, as designated
below, all the shares of common stock  of Hawkins Chemical, Inc. held of  record
by  the undersigned on DECEMBER 22, 1995,  at the Annual Meeting of Shareholders
of Hawkins Chemical,  Inc. to be  held at  3:00 P.M. on  Wednesday, FEBRUARY  7,
1996,   at  the  Sheraton  Minneapolis  Metrodome,  1330  Industrial  Boulevard,
Minneapolis, Minnesota, and any adjournment thereof.


<TABLE>
<S>        <C>             <C>                                                           <C>
1.         PROPOSAL TO ENLARGE the Board of Directors to eleven seats.
                                    / /  FOR                      / /  AGAINST                      / /  ABSTAIN
2.         ELECTION OF     / /  FOR all nominees listed below
           DIRECTORS:      EXCEPT those I have struck by a line through their names.
           Howard J. Hawkins, Dean L. Hahn, Carl J. Ahlgren, Howard M. Hawkins, Norman P. Anderson, Donald L. Shipp,
                            John S. McKeon, John R. Hawkins, S. Albert Diez Hanser, Duane Jergenson
           / /  WITHHOLD AUTHORITY
           to vote for ALL nominees listed above.
3.         PROPOSAL TO RATIFY AND APPROVE the selection of Deloitte & Touche LLP as independent auditors for the current fiscal
           year.
                                    / /  FOR                      / /  AGAINST                      / /  ABSTAIN
4.         In their discretion, the Proxies are authorized to vote upon such other matters as may properly come before the
           meeting. Management is not presently aware of any such matters to be presented for action.
</TABLE>


           (CONTINUED, AND TO BE SIGNED AND DATED, ON THE OTHER SIDE)

<PAGE>
THE SHARES REPRESENTED HEREBY WILL  BE VOTED AS DIRECTED  BY THIS PROXY, BUT  IF
THIS  PROXY IS RETURNED WITH NO DIRECTION MADE, THEY WILL BE VOTED "FOR" EACH OF
THE PROPOSALS.

The undersigned hereby ratifies and confirms all that the Proxies shall lawfully
do or  cause  to  be done  by  virtue  hereof and  hereby  revokes  all  proxies
heretofore given to vote such shares.

PLEASE SIGN AND RETURN PROMPTLY.
                                             ___________________________________
                                                        Signature
                                          ______________________________________
                                                Signature if held jointly
                                             Dated: ______________________, 1996
                                                 (Please date this Proxy)

                                             (Please  sign exactly  as your name
                                             appears to  the left.  When  shares
                                             are  held  by  joint  tenants, both
                                             should  sign.   When   signing   as
                                             executor,  administrator, attorney,
                                             trustee or  guardian,  please  give
                                             full    title   as   such.   If   a
                                             corporation, please  sign  in  full
                                             corporate   name  by  president  or
                                             other  authorized  officer.  If   a
                                             partnership,    please    sign   in
                                             partnership name  by an  authorized
                                             person.)