SEC Filing | Hawkins, Inc.

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SODERLUND DANIEL E

(Last)

(First)

(Middle)

3100 EAST HENNEPIN

(Street)

MINNEAPOLIS

55413

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HAWKINS INC [ HWKN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
V.P., Pharmaceutical

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/01/2004		S		1,000	D	$11.44	5,608.406	D
Common Stock⁽¹⁾								12,535	I	By ESOP Trustees

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. As of the latest report dated 3/31/03.

	/s/ W. Morgan Burns on behalf of Daniel E. Soderlund	03/03/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

		I, Daniel E. Soderlund, hereby authorize and designate
each of Steven C. Kennedy, W. Morgan Burns and Matthew B. Krush,
signing singly, as my true and lawful attorney-in-fact to:

	(1)	execute for and on my behalf, in my capacity as an
officer and/or director of Hawkins, Inc. (the "Company"), Forms 3,
4 and 5 in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder;

	(2)	do and perform any and all acts for and on my behalf
which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5 and timely file such form with the Securities
and Exchange Commission, any stock exchange or similar authority,
and the National Association of Securities Dealers; and

	(3)	take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be to my benefit, in my best interest, or
legally required of me, it being understood that the statements
executed by such attorney-in-fact on my behalf pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

		I hereby further grant to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as I might or could do if personally
present, with full power of substitutes or revocation, hereby
ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or
cause to be done by virtue of this Power of Attorney and the rights
and powers herein granted.  I hereby acknowledge that the foregoing
attorneys-in-fact, in serving in such capacity at my request, are
not assuming, nor is the Company assuming, any of my
responsibilities to comply with Section 16 of the Exchange Act.

		This Power of Attorney shall remain in full force and
effect until I am no longer required to file Forms 3, 4 and 5 with
respect to my holdings of and transactions in securities issued by
the Company, unless earlier revoked by me in a signed writing
delivered to the foregoing attorneys-in-fact.  Notwithstanding the
foregoing, if any such attorney-in-fact hereafter ceases to be
either a partner or employee of Faegre & Benson LLP, this Power of
Attorney shall be automatically revoked solely as to such
individual, immediately upon such cessation, without any further
action on my part.

		I hereby revoke all previous Powers of Attorney that
have been granted by me in connection with my reporting obligations
under Section 16 of the Exchange Act with respect to my holdings of
and transactions in securities issued by the Company.

		IN WITNESS WHEREOF, I have caused this Power of
Attorney to be duly executed as of this         day of June, 2003.



						Daniel E. Soderlund


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