UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                             CURRENT REPORT PURSUANT
                          TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


     Date of report (Date of earliest event reported):     SEPTEMBER 14, 2004

                             National Beverage Corp.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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                 (State or Other Jurisdiction of Incorporation)

                          1-14170                   59-2605822
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           (Commission File Number)       (IRS Employer Identification No.)


                 One North University Drive
                 Fort Lauderdale, Florida                   33324
         (Address of Principal Executive Offices)        (Zip Code)

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                                 (954) 581-0922
              (Registrant's Telephone Number, Including Area Code)


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          (Former Name or Former Address, if Changed Since Last Report)

     Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):

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     CFR 230.425)

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On September 14, 2004, National Beverage Corp. issued a press release announcing its financial results for the first quarter ended July 31, 2004. This release is furnished as Exhibit 99.1 hereto. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS ( c ) Exhibit 99.1 Press release dated September 14, 2004

                                                                    Exhibit 99.1

         National Beverage Corp. Reports First Quarter Profit Increase

    FORT LAUDERDALE, Fla.--(BUSINESS WIRE)--Sept. 14, 2004--National
Beverage Corp. (AMEX:FIZ) today announced results for its first
quarter ended July 31, 2004. For the quarter, sales were $146.5
million with earnings of $8.9 million, or $.24 per share. For the
prior comparable period, sales were similar and earnings were $8.5
million, or $.23 per share.
    "`OPPORTUNISTICALLY PERFECT' was how we described our status
relative to future possibilities in our earnings release dated July
20, 2004. Nothing has occurred to modify that statement," stated Nick
A. Caporella, Chairman and Chief Executive Officer.
    "Many circumstances affect the purchases of soft drinks and the
current consumer has to deal with more than ever before. `Heightened
Awareness' of just about everything is the explanation for softer than
normal sales during this quarter, which also included increased raw
material costs, while 42 quarters of sustained profits is the work
.... of Team National," continued Caporella.
    "While we continue to adjust pricing, we are 'on course'
strategically with our new product launches and expect these
incremental new revenues to produce higher margins not typical of the
traditional carbonated soft drink industry," Caporella stated.
    "We have previously stated that fiscal year 2005 will surely
provide our best performance to date and we stand solidly with that
statement," concluded Caporella.
    National Beverage produces soft drinks, bottled waters, juices and
juice products and is highly recognized for a line of refreshing
flavors through its popular brands: Shasta(R), Faygo(R), Ritz(R),
Everfresh(R), Mr. Pure(R), LaCroix(R) and Rip It(R).

    Fun & Flavor ... the National Beverage Way


                     National Beverage Corp.
        Consolidated Results for the Three Months Ended
                July 31, 2004 and August 2, 2003
           (in thousands, except per share amounts)


                                                 Three Months Ended
                                                 -------------------
                                                 July 31,   August 2,
                                                   2004       2003
                                                 ---------  ---------


Net Sales                                        $146,512   $145,665
                                                 =========  =========

Net Income                                       $  8,856   $  8,450
                                                 =========  =========

Net Income Per Share:
  Basic                                          $    .24   $    .23
                                                 =========  =========
  Diluted                                        $    .23   $    .22
                                                 =========  =========

Average Common Shares Outstanding:
  Basic                                            37,560     36,834
                                                 =========  =========
  Diluted                                          38,264     38,138
                                                 =========  =========

    This press release includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. Such factors include
fluctuations in costs, changes in consumer preferences and other items
described in the Company's Securities and Exchange Commission filings
and the Company undertakes no obligations to update the forward-
looking statements.

    CONTACT: National Beverage Corp., Fort Lauderdale
             Grace A. Keene, 954-581-0922