SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q/A

/X/  Quarterly report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the quarterly period ended December 31, 1998

                                      OR

/ /  Transition report pursuant to section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the transition period from          to

                        ------------------------------
                        COMMISSION FILE NUMBER 0-24708
                        ------------------------------

                          AMCON DISTRIBUTING COMPANY
           (Exact name of registrant as specified in its charter)

                                   DELAWARE
                  (State or other jurisdiction of Incorporation)

                               10228 "L" Street
                                Omaha, NE 68127
                   (Address of principal executive offices)
                                  (Zip Code)

                                  47-0702918
                    (I.R.S. Employer Identification No.)

                               (402) 331-3727
             (Registrant's telephone number, including area code)


        Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                        Yes     X      No
                             -------       -------
The Registrant had 2,479,903 shares of its $.01 par value common stock
outstanding as of January 29, 1999.



                                                                    Form 10-Q
                                                                   1st Quarter


                                INDEX
                               -------

                                                                        PAGE
                                                                        ----


PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                                3








PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K

(a) EXHIBITS

       2.1   Stock Purchase Agreement dated November 3, 1997, between the
             Company and FFH Holdings, Inc. (incorporated by reference to
             Exhibit 2.1 of the Company's Current Report on Form 8-K filed on
             November 25, 1997)

       3.1   Restated Certificate of Incorporation of the Company, as amended
             March 19, 1998 (incorporated by reference to Exhibit 3.1 of the
             Company's Quarterly Report on Form 10-Q filed on May 11, 1998)

       3.3   Bylaws of the Company (incorporated by reference to Exhibit 3.2
             of the Company's Registration Statement on Form S-1 (Registration
             No. 33-82848) filed on August 15, 1994)

       4.1   Specimen Common Stock Certificate (incorporated by reference to
             Exhibit 4.1 of the Company's Registration Statement on Form S-1
             (Registration No. 33-82848) filed on August 15, 1994)

       10.1  Grant of Exclusive Manufacturing Rights, dated October 1, 1993,
             between the Company and Famous Value Brands, a division of Philip
             Morris Incorporated, including Private Label Manufacturing
             Agreement and Amended and Restated Trademark License Agreement
             (incorporated by reference to Exhibit 10.1 of Amendment No. 1 to
             the Company's Registration Statement on Form S-1 (Registration
             No. 33-82848) filed on November 8, 1994)

       10.2  Amendment No. 1 to Grant of Exclusive Manufacturing Rights, dated
             October 1, 1998, between the Company and Famous Value Brands, a
             division of Philip Morris Incorporated, including Amendment No. 1
             To Private Label Manufacturing Agreement and Amendment No. 1 to
             Amended and Restated Trademark License Agreement (incorporated by
             reference to Exhibit 10.2 of the Company's Annual Report on Form
             10-K filed on December 24, 1998)

       10.3  Loan Agreement, dated November 10, 1997, between the Company and
             LaSalle National Bank (incorporated by reference to Exhibit 10.1
             of the Company's Current Report on Form 8-K filed on November 25,
             1997)

       10.4  Amended Loan Agreement, dated February 25, 1998, between the
             Company and LaSalle National Bank (incorporated by reference to
             Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q
             filed on May 11, 1998)

       10.5  Note, dated November 10, 1997, between the Company and LaSalle
             National Bank (incorporated by reference to Exhibit 10.2 of the
             Company's Current Report on Form 8-K filed on November 25, 1997)

       10.6  First Allonge to Note, dated February 25, 1998, between the
             Company and LaSalle National Bank (incorporated by reference to
             Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q filed
             on May 11, 1998)

       10.7  Loan and Security Agreement, dated February 25, 1998, between the
             Company and LaSalle National Bank (incorporated by reference to
             Exhibit 10.8 of the Company's Quarterly Report on Form 10-Q filed
             on May 11, 1998)

       10.8  Promissory Note, dated February 25, 1998, between the Company and
             LaSalle National Bank (incorporated by reference to Exhibit 10.9
             of the Company's Quarterly Report on Form 10-Q filed on May 11,
             1998)

       10.9  Loan and Security Agreement, dated February 25, 1998, between
             Food For Health Co., Inc. and LaSalle National Bank (incorporated
             by reference to Exhibit 10.10 of the Company's Quarterly Report
             on Form 10-Q filed on May 11, 1998)

       10.10  Promissory Note, dated February 25, 1998, between Food For
              Health Co., Inc. and LaSalle National Bank (incorporated by
              reference to Exhibit 10.11 of the Company's Quarterly Report on
              Form 10-Q filed on May 11, 1998)

       10.11  First Amendment to Loan and Security Agreement, dated November
              18, 1998, between Food For Health Co., Inc. and LaSalle National
              Bank

       10.12  First Amendment and Allonge to Promissory Note, dated November
              18, 1998, between Food For Health Co., Inc. and LaSalle National
              Bank

       10.13  Unconditional Guarantee, dated February 25, 1998, between the
              Company and LaSalle National Bank (incorporated by reference to
              Exhibit 10.12 of the Company's Quarterly Report on Form 10-Q
              filed on May 11, 1998)

       10.14  AMCON Distributing Company 1994 Stock Option Plan (incorporated
              by reference to Exhibit 10.7 of the Company's Registration
              Statement on Form S-1 (Registration No. 33-82848) filed on
              August 15, 1994)

       10.15  AMCON Distributing Company Profit Sharing Plan (incorporated by
              reference to Exhibit 10.8 of Amendment No. 1 to the Company's
              Registration Statement on Form S-1 (Registration No. 33-82848)
              filed on November 8, 1994)

       10.16  Employment Agreement, dated May 22, 1998, between the Company
              and William F. Wright (incorporated by reference to Exhibit
              10.14 of the Company's Quarterly Report on Form 10-Q filed on
              August 6, 1998)

       10.17  Employment Agreement, dated May 22, 1998, between the Company
              and Kathleen M. Evans (incorporated by reference to Exhibit
              10.15 of the Company's Quarterly Report on Form 10-Q filed on
              August 6, 1998)

       10.18  Employment Agreement, dated May 22, 1998, between the Food For
              Health Co., Inc. and Jerry Fleming (incorporated by reference to
              Exhibit 10.16 of the Company's Quarterly Report on Form 10-Q
              filed on August 6, 1998)

       11.1  Statement re: computation of per share earnings (incorporated by
             reference to footnote 3 to the financial statements included in
             Item 1 of AMCON's Quarterly Report on Form 10-Q filed on February
             8, 1999)

       27.0  Financial Data Schedules (incorporated by reference to Exhibit
             27.0 of AMCON's Quarterly Report on Form 10-Q filed on February
             8, 1999)



                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                       AMCON DISTRIBUTING COMPANY
                             (registrant)


Date:     August 5, 1999          Kathleen M. Evans
          -----------------       -------------------------
                                  Kathleen M. Evans
                                  President & Principal
                                    Executive Officer


Date:     August 5, 1999          Michael D. James
          -----------------       -------------------------
                                  Michael D. James
                                  Treasurer & CFO and
                                    Principal Financial and
                                    Accounting Officer