<PAGE>
                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q

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

     For the quarterly period ended June 30, 1997  
                 
                                      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 2,450,000 shares of its $.01 par value common stock
outstanding as of August 1, 1997.
<PAGE>
                                                                    Form 10-Q 
                                                                   3rd Quarter


                                INDEX
                               -------
                             
                                                                        PAGE
                                                                        ----
PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements:
          ---------------------
          Balance sheets at June 30, 1997
          and at September 30, 1996                                       3

          Statements of income for the three and nine-month
          periods ended June 30, 1997 and June 30, 1996                   4    

          Statements of cash flows for the nine-month 
          periods ended June 30, 1997 and June 30, 1996                   5

          Notes to unaudited financial statements                         6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                   7
                   
 
PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                               11
<PAGE>
Part I -  FINANCIAL INFORMATION
Item 1.   Financial Statements

<TABLE>
<CAPTION>
                           AMCON Distributing Company
                                 Balance Sheets
                     June 30, 1997 and September 30, 1996
----------------------------------------------------------------------------------
                                                  (Unaudited)
                                                    June 30,         September 30,
                                                     1997                1996
                                                 ------------        ------------
                       ASSETS
<S>                                                   <C>                 <C>
Current assets:
  Cash                                           $     25,746        $     21,497
  Marketable securities                               121,581             148,113
  Accounts receivable, less allowance
    for doubtful accounts of $190,394
    and $195,961                                   10,744,654          10,344,002
  Note receivable from officer                        128,005             144,695
  Inventories                                       8,517,340           6,849,515 
  Deferred income taxes                                75,209              75,209 
  Other                                                32,514             164,777 
                                                 ------------        ------------
     Total current assets                          19,645,049          17,747,808

Fixed assets, net                                   3,554,276           3,033,257 
Investments                                           539,500             843,375
Other assets                                          881,579           1,401,153
                                                 ------------        ------------
                                                 $ 24,620,404        $ 23,025,593
                                                 ============        ============
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                               $  6,023,827        $  4,102,868
  Accrued expenses                                    563,670             675,958
  Accrued wages, salaries and bonuses                 286,410             459,873
  Income taxes payable                                651,892             643,568
  Current portion of long-term debt                   325,047             293,665
                                                 ------------        ------------
     Total current liabilities                      7,850,846           6,175,932
                                                 ------------        ------------

Deferred income taxes                                 151,599             276,556
Long-term debt, less current portion                9,860,941           9,951,495
                    
Shareholders' equity:
 Preferred stock, $.01 par value, 1,000,000
   shares authorized, none and 250,000 shares
   issued and outstanding at June 30, 1997 
   and September 30, 1996, respectively                     0               2,500
Common stock, $.01 par value, 5,000,000 shares
  authorized, 2,450,000 shares issued                  24,500              24,500
Additional paid-in capital                          2,213,828           3,411,328
Unrealized gain on investments available-
  for-sale, net of $163,270 and $288,227 tax          225,468             398,028
Retained earnings                                   4,306,537           2,798,569 
                                                 ------------        ------------
                                                    6,770,333           6,634,925       
     
Less treasury stock, 4,097 shares, at cost            (13,315)           (13,315)
                                                 ------------        ------------
     Total shareholders' equity                     6,757,018           6,621,610
                                                 ------------        ------------
                                                 $ 24,620,404        $ 23,025,593  
                                                 ============        ============

</TABLE>
   
   The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>

                            AMCON Distributing Company
                               Statements of Income
              for the three and nine months ended June 30, 1997 and 1996
                                    (Unaudited)
---------------------------------------------------------------------------------------
                                           Three months                Nine months
                                           ended June 30,             ended June 30,
                                      ------------------------   --------------------------
                                          1997         1996           1997         1996
                                      -----------  -----------   ------------  ------------
<S>                                       <C>          <C>            <C>          <C>
Sales (including excise taxes 
 of $10.4 million, $10.5 million,
 $30.1 million and $29.4 million,
 respectively)                        $47,374,291  $47,088,243   $128,769,820  $127,863,467

Cost of sales                          42,488,887   41,739,778    114,822,001   112,941,146
                                      -----------  -----------   ------------  ------------
     Gross profit                       4,885,404    5,348,465     13,947,819    14,922,321

Selling, general and administrative
  expenses                              3,852,715    4,153,615     11,453,601    12,333,836
Depreciation and amortization             225,818      204,950        636,527       589,662
                                      -----------  -----------   ------------  ------------   
                                        4,078,533    4,358,565     12,090,128    12,923,498
                                      -----------  -----------   ------------  ------------

     Income from operations               806,871      989,900      1,857,691     1,998,823

Other expense (income):
  Interest expense                        218,289      266,100        610,155       868,910
  Other income, net                       (88,415)    (277,929)    (1,308,342)     (313,662)
                                      -----------  -----------   ------------  ------------
                                          129,874      (11,829)      (698,187)      555,248
                                      -----------  -----------   ------------  ------------ 

Income before income taxes                676,997    1,001,729      2,555,878     1,443,575

Income tax expense                        277,569      420,726      1,047,910       606,302
                                      -----------  -----------   ------------  ------------
Net income                                399,428      581,003      1,507,968       837,273

Accretion of preferred stock                    0      (25,000)             0       (75,000)
                                      -----------  -----------   ------------  ------------
Net income attributable
 to common shareholders               $   399,428  $   556,003   $  1,507,968  $    762,273
                                      ===========  ===========   ============  ============

Earnings per common and common
 equivalent share attributable
 to common shareholders               $      0.16  $      0.23   $       0.62  $       0.31
                                      ===========  ===========   ============  ============

Weighted average common and common
 equivalent shares outstanding          2,449,777    2,445,903      2,449,979     2,445,903
                                      ===========  ===========   ============  ============

</TABLE>

     The accompanying notes are an integral part of these financial statements.


<PAGE>
<TABLE>
<CAPTION>
                           AMCON Distributing Company
                            Statements of Cash Flows
                for the nine months ended June 30, 1997 and 1996
                                   (Unaudited)
---------------------------------------------------------------------------------
                                                            1997           1996
                                                        ----------     ----------
<S>                                                         <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                            $1,507,968     $  837,273
    Adjustments to reconcile net income to
      net cash provided by (used in) operating
      activities:
    Depreciation and amortization                          636,527        589,662
    (Gain) loss on sales of fixed assets
      and trading securities                              (100,166)      (233,737)
    Gain on sale of Denver beer distributorship         (1,102,205)             -
    Proceeds from sales of trading securities               92,548         31,643
    Purchases of trading securities                              -        (14,825)
    Deferred income taxes                                        -            -
    Changes in assets and liabilities:
      Accounts receivable                                 (840,207)    (1,285,614)
      Inventories                                       (2,106,073)      (436,349)
      Other current assets                                 132,263          1,756
      Other assets                                         (32,497)       (36,000)
      Accounts payable                                   1,920,959      1,001,706
      Accrued expenses and accrued wages,                        0              0
        salaries and bonuses                              (285,751)       (31,061)
      Income taxes payable                                   8,324        251,728
                                                        ----------     ----------

  Net cash provided by (used in) operating
    activities                                            (168,310)       676,182
                                                        ----------     ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of fixed assets                               (635,910)      (428,158)
  Purchases of water bottling assets                      (499,109)             -
  Proceeds from sales of fixed assets                      160,789        148,517
  Proceeds from sales of available for                      
    sale securities                                         33,967        190,008
  Proceeds from sales of Denver beer
    distributorship                                      2,371,994              -
                                                        ----------     ----------

  Net cash provided by (used in) investing
    activities                                           1,431,731        (89,633)
                                                        ----------     ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                             363,961        188,615
  Net (payments) proceeds on bank credit agreement        (154,310)       (27,345)
  Payments on long-term and subordinated debt             (268,823)      (728,464)
  Redemption of preferred stock                         (1,200,000)             -
                                                        ----------     ----------

  Net cash (used in) financing activities               (1,259,172)      (567,194)
                                                        ----------     ----------

Net increase in cash                                         4,249         19,355
Cash, beginning of period                                   21,497         14,597
                                                        ----------     ----------
Cash, end of period                                     $   25,746     $   33,952
                                                        ==========     ==========

</TABLE>

    The accompanying notes are an integral part of these financial statements.


<PAGE>

                           AMCON Distributing Company
                         Notes to Financial Statements               
                            June 30, 1997 and 1996
-------------------------------------------------------------------------------

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The accompanying unaudited financial statements of AMCON Distributing Company
(the "Company") have been prepared on the same basis as the audited financial
statements for the year ended September 30, 1996, and, in the opinion of
management, contain all adjustments necessary to fairly present the financial
information included therein, such adjustments consist of normal recurring
items.  It is suggested that these financial statements be read in conjunction
with the audited financial statements and notes thereto, for the fiscal year
ended September 30, 1996, which are included in the Company's Annual Report to
Stockholders filed with Form 10-K  for September 30, 1996.  Results for the
interim period are not necessarily indicative of results to be expected for the
entire year.

2.  NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS:
     
Net income attributable to common shareholders was computed under the treasury
stock method using the weighted average number of common shares and dilutive
common stock equivalent shares outstanding during the period.  Earnings used in
the calculation for the three and nine months ended June 30, 1996 are reduced by
accretion on preferred stock.

3.  SALE OF BEER DISTRIBUTORSHIP

On October 4, 1996, the Company sold its beer distributorship assets located in
Denver, Colorado for $2.4 million.  The gain associated with the sale was
$1,102,000.  The Company's operating expenses associated with closing the Denver
facility were $240,000 during the nine months ended June 30, 1997.  

4.  PURCHASE OF WATER BOTTLING ASSETS

On November 18, 1996, the Company purchased the equipment, inventory, trademarks
and franchises of a water bottling company. The Company moved the equipment to
one of its existing distribution facilities and began bottling water, under the
American Star label, for sale to its customers and other wholesale distributors
in January 1997.  The cost of the water bottling assets plus moving and
installation charges was $499,000.  The acquisition was financed with borrowings
under the Company's revolving credit facility with a bank (the "Facility").

5.  REDEMPTION OF PREFERRED STOCK

On December 23, 1996, the Company redeemed all 250,000 shares of Series A
Cumulative Redeemable Convertible Preferred Stock at a price of $4.80 per share
or $1,200,000.  The Company redeemed the Preferred Stock in order to avoid the
future payment of the 12% cumulative dividend associated with the Preferred
Stock that would accrue after December 23, 1996. The redemption was financed
with borrowings under the Facility.
<PAGE>
Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations 

RESULTS OF OPERATIONS

Comparison of the three-month and nine-month periods ended June 30, 1997 and
June 30, 1996

Sales for the three months ended June 30, 1997 increased .6% to $47.4 million,
compared to $47.1 million for the same period in fiscal 1996. Beer and beverage
sales related to the Denver facility decreased $1.8 million during the third
quarter as compared to the same quarter in the prior year as a result of
disposing of the operation in October 1996.  Sales from the core distribution
business increased by $2.1 million during the third quarter over the same
quarter in the prior year as follows:  Cigarette sales increased $1.1 million
primarily due to price increases from manufacturers over the prior year. 
Tobacco sales increased $425,000 and all other product sales, which include
candy, snacks, health and beauty care, food service, etc., increased $529,000
for the three months ended June 30, 1997 compared to the three months ended June
30, 1996 due to increase in demand for such products from the customer base.

Sales for the nine months ended June 30, 1997 increased .7% to $128.8 million,
compared to $127.9 million for the same period in fiscal 1996.  Beer and
beverage sales related to the Denver facility decreased $4.6 million during the
nine months ended June 30, 1997 as compared to the same period in the prior year
as a result of disposing of the operation in October 1996.  Sales from the core
distribution business increased by $5.5 million for the nine months ended June
30, 1997 compared to the same period in the prior year as follows: Cigarette
sales increased $2.4 million primarily due to price increases from manufacturers
over the prior year.  Food service sales increased $690,000 due to increased
sales related to the Company's branded food program.  Tobacco sales increased
$991,000, candy sales increased $644,000 and all other product sales increased
$755,000 due to increase in demand for such products from the customer base.

Gross profit decreased 8.7% to $4.89 million for the three months ended June 30,
1997 from $5.35 million over the same period during the prior year .  Gross
profit as a percentage of sales declined to 10.3% for the quarter ended June 30,
1997 compared to 11.4% for the quarter ended June 30, 1996.  The decline in
gross profit was primarily attributable to the sale of the Denver beer
distributorship and a decline in purchase discounts from cigarette manufacturers
on the Company's private label cigarette which accounted for a $384,000 and
$271,000 reduction in gross profit, respectively.  These reductions in gross
profit were offset by a $192,000 increase in gross profit from the increased
sales of cigarette, tobacco, candy and other products.

Gross profit decreased 6.5% to $13.95 million for the nine months ended June 30,
1997 from $14.92 million over the same period during the prior year.  Gross
profit as a percent of sales declined to 10.8% for the nine months ended June
30, 1997 compared to 11.7% for the nine months ended June 30, 1996.  The
decrease in the Company's gross profit margin was primarily due to the sale of
the Denver beer distributorship which accounted for a $1.12 million reduction in
gross profit and a $637,000 or 36.2% reduction in purchase discounts from
manufacturers on the Company's private label cigarettes.  These reductions in
gross profit were offset by a $786,000 increase in gross profit from the
increased sales of cigarette, tobacco, candy and other products.

Sales of the Company's private label cigarette have continued to decline since
1993 when cigarette manufacturers substantially reduced the price of premium
brand cigarettes.  Although price increases in cigarettes over the past two
years have had a positive impact on gross profit from premium cigarettes, sales
in the generic brand category, which includes the Company's private label
brands, have not shown improvement and continue to decline.   Management
anticipates that the volume of private label cigarettes could continue to
decline by as much as 20% to 40%.  If such a decline is realized, gross profit
from private label cigarette sales could decrease annually by $300,000 to
$600,000 in fiscal 1997 and 1998.    

Total operating expense, which includes selling, general and administrative
expenses and depreciation and amortization, decreased 6.4% or $280,000 to $4.08
million for the quarter ended June 30, 1997 compared to the same period in
fiscal 1996.  The decrease was primarily due to the sale of the Denver beer
distributorship and the subsequent closing of the Denver facility which
accounted for a reduction in operating expenses of $406,000.  This reduction was
offset by an increase of $126,000 in operating expense by the other distribution
centers which was incurred to support the increase in sales.  As a percentage of
sales, total operating expense decreased to 8.61% from 9.26% during the same
period in the prior year.
                                  
Total operating expense decreased 6.4% to $12.1 million from $12.9 million
during the first nine months of fiscal 1996.  The decrease was primarily due to
the sale of the Denver beer distributorship and the subsequent closing of the
Denver facility which accounted for a reduction in operating expenses of $1.2
million.  This reduction was offset by an increase of $375,000 in operating
expense by the other distribution centers which was incurred to support the
increase in sales.  As a percentage of sales, total operating expense declined
to 9.4% for the nine months ended June 30, 1997 compared to 10.1% for the same
period in the prior year.

As a result of the above, income from operations for the quarter ended June 30,
1997 decreased $183,000 to $807,000 and for the nine months of fiscal 1997
decreased 7.1% to approximately $1.9 million.

Interest expense for the three months ended June 30, 1997 decreased 18.0% over
the same period in the prior year.  Interest expense for the nine month period
ended June 30, 1997 decreased 29.8%, or $259,000, compared to the nine month
period ended June 30, 1996.  The decrease was primarily due to a $2.9 million
and $3.6 million reduction in the average amount borrowed under the Company's
revolving credit facility with a bank (the "Facility") during the three and nine
month periods ended June 30, 1997, respectively.  Notwithstanding the $499,000
borrowed to finance the purchase and installation of the water bottling assets
from November 1996 through January 1997 and the $1.2 million borrowed to finance
the purchase of the Company's outstanding preferred stock in December 1996, the
Company was able to reduce average borrowings under the Facility as a result of
the cash generated from the sale of the Denver beer distributorship during the
first quarter of fiscal 1997 and the sale of a building in the fourth quarter of
fiscal 1996.

Other income of $88,000 for the three months ended June 30, 1997 consisted of
gains on sales of trading securities, increase in market value of trading
securities and other miscellaneous items, the majority of which are not expected
to recur.  Other income for the nine months ended June 30, 1997 was generated
primarily by the gain associated with the sale of the Denver beer
distributorship of $1.1 million.

As a result of the above factors, net income attributable to common shareholders
during the three months ended June 30, 1997 was $399,428 compared to net income
of $556,003 for the three months ended June 30, 1996.  Net income attributable
to common shareholders during the nine months ended June 30, 1997 was $1,507,968
compared to net income of $762,273 for the same period of fiscal 1996.

As described in Management's Discussion and Analysis in the Company's Annual
Report to Shareholders for the Fiscal Year Ended September 30, 1996, the
Company's operating income is subject to a number of factors which are beyond
the control of management, such as changes in manufacturers' cigarette pricing
which affects the market for generic and private label cigarettes.

The Company continues to remain dependent on cigarette sales which represent
approximately 66% of its revenue. Net income is heavily dependent on sales of
the Company's private label cigarettes and volume discounts received in
connection with such sales.  As sales of the Company's private label cigarettes
continue to decline, the Company is evaluating various steps it may take to
improve net income in future periods, including acquisitions of distributing
companies and continued sales of assets that are no longer essential to its
primary business activities, such as, marketable securities, investments and
certain real estate.  An analysis of such assets held at June 30, 1997 is as
follows:

                                              ESTIMATE OF GAIN
                                     -----------------------------------
  DESCRIPTION OF ASSET               June 30, 1997    September 30, 1996 
  --------------------               -------------    ------------------

  Investments (available for sale)      $388,000           $686,000 
  Condominium & furnishings              450,000            450,000  

Investments consist of 83,000 and 86,500 shares of Cayman Water Company Limited
(CWC), a public company which is listed on NASDAQ, at June 30, 1997 and
September 30, 1996.  The Company's basis in the securities was $151,000 and
$157,000 and the fair market value of the securities was $539,000 and $843,000
on June 30, 1997 and September 30, 1996, respectively.  The fair market value of
the securities on August 1, 1997 was $622,000.  During the nine months ended
June 30, 1997, the Company sold 3,500 shares of CWC and recognized a gain of
approximately $28,000.
 
The condominium and furnishings consist of a condominium in the Cayman Islands
which is used in furtherance of the Company's business marketing strategies.
The costs and benefits associated with retaining the condominium are being
evaluated in relation to the current business strategies of the Company.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended June 30, 1997, the Company utilized cash in
operating activities to purchase cigarette inventory to supply quarter end
promotions offered by cigarette manufacturers and to provide for the increase in
demand during the summer months.  Cash was provided by investing activities
through the sale of the Denver, Colorado beer distributorship for $2.4 million
and was utilized in investing activities during the nine month period ended June
30, 1997 primarily to purchase and install water bottling assets for $499,000
and to purchase additional delivery vehicles.  Cash was utilized in financing
activities to make payments on the Facility and to redeem all of the Company's
outstanding Preferred Stock.

The Company had working capital of approximately $11.8 million as of June 30,
1997 compared to $11.6 million as of September 30, 1996.  The Company's debt to
equity ratio was 2.64 to 1.0 at June 30, 1997 compared to 2.48 to 1.0 at
September 30, 1996.

The Facility allows the Company to borrow up to $10 million at any time with an
option to borrow up to an additional $3 million for a period of 90 days.  The
Company may exercise this option up to twice per year.  On June 26, 1997, the
Company exercised its option to increase the facility to $13 million.  Such
borrowing limit will remain in place until September 24, 1997.  As of June 30,
1997, the Company had borrowed approximately $9.3 million under the Facility.

The Company also maintains a $1,250,000 non-revolving line of credit used to
finance the purchase of trucks and delivery equipment.  Advances against the
non-revolving line of credit were $779,000 through June 30, 1997.  The amount
available on the non-revolving line of credit was $471,000 at June 30, 1997. 
The line of credit is secured by a first lien on the delivery vehicles purchased
with the loan proceeds.

The Company believes that funds generated from operations, supplemented as
necessary with funds available under the Facility and the non-revolving line of
credit, will provide sufficient liquidity to cover its debt service and any
reasonably foreseeable future working capital and capital expenditure
requirements.

CONCERNING FORWARD LOOKING STATEMENTS

This Quarterly Report, including the Management's Discussion and Analysis and
other sections, contains forward looking statements that are subject to risks
and uncertainties and which reflect management's current beliefs and estimates
of future economic circumstances, industry conditions, company performance and
financial results.  Forward looking statements include information concerning
the possible or assumed future results of operations of the Company and those
statements preceded by, followed by or include the words "future," "position,"
"anticipate(s)," "expect," "believe(s)," "see," "plan," "further improve,"
"outlook," "should" or similar expressions.  For these statements, we claim the
protection of the safe harbor for forward looking statements contained in the
Private Securities Litigation Reform Act of 1995.  You should understand that
the following important factors, in addition to those discussed elsewhere in
this document, could affect the future results of the Company and could cause
those results to differ materially from those expressed in our forward looking
statements: changing market conditions with regard to cigarettes and the demand
for the Company's products, domestic regulatory risks, competitive and other
risks over which the Company has little or no control.  Any changes in such
factors could result in significantly different results.  Consequently, future
results may differ from management's expectations.  Moreover, past financial
performance should not be considered a reliable indicator of future performance.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In October 1995, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" (SFAS 123).  SFAS 123 establishes financial accounting and
reporting standards for stock-based employee compensation plans and transactions
in which goods or services are the consideration received for the issuance of
equity instruments.  This statement requires that an employer's financial
statements include certain disclosures about stock-based compensation regardless
of the method used to account for them.  Adoption is required for fiscal years
beginning after December 15, 1995, the Company's Fiscal 1997 or earlier.  The
Company is accounting for its stock-based employee compensation plans and
transactions in accordance with Accounting Principles Board Opinion No. 25
"Accounting for Stock Issued to Employees."



PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

3.1    Restated Certificate of Incorporation of the Company (incorporated by
       reference to Exhibit 3.1 of the Company's Registration Statement on Form
       S-1 (Registration No. 33-82848) filed on August 15, 1994)

3.2    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)

11.1   Statement re: computation of per share earnings

27.0   Financial Data Schedules

(b)    Reports on Form 8-K

       No reports on Form 8-K were filed for the quarter ended June 30, 1997.   



                           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 7, 1997          Kathleen M. Evans
          -----------------       -------------------------
                                  Kathleen M. Evans 
                                  President & CEO and
                                    Principal Executive Officer


Date:     August 7, 1997          Michael D. James
          -----------------       -------------------------
                                  Michael D. James
                                  Treasurer & CFO and
                                    Principal Financial and 
                                    Accounting Officer