EXHIBIT 3.4

        SECOND CORRECTED CERTIFICATE OF DESIGNATIONS, PREFERENCES
           AND RIGHTS OF SERIES A CONVERTIBLE PREFERRED STOCK
                                OF
                      AMCON DISTRIBUTING COMPANY

    Pursuant to Sections 103(f) and 151 of the General Corporation Law
                       of the State of Delaware

The undersigned, AMCON Distributing Company, a Delaware corporation (the
"Corporation"), does hereby adopt the following Corrected Certificate of
Designations, Preferences and Rights of Series A Convertible Preferred
Stock:

  I.  The Certificate of Designations, Preferences and Rights of Series A
Convertible Preferred Stock was filed by the Secretary of State of
Delaware on June 17, 2004, a Corrected Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock
("Certificate of Designations"), was filed by the Secretary of State of
Delaware on June 18, 2004, and said Certificate of Designations requires a
second correction as permitted by subsection (f) of Section 103 of the
General Corporation Law of the State of Delaware.

  II.  The inaccuracy or defect of said Certificate of Designations is as
follows:

Section 1, Certain Definitions, "Redemption Price," was intended, with
respect to the time periods set forth in subparagraphs (a) through (l), to
represent the sum of the Liquidation Preference, plus the respective
percentages of the Liquidation Preference specified in subparagraphs (a)
through (l), together with accrued and unpaid dividends to and including
the Redemption Date.

  III.  The entire Certificate of Designations is corrected to read as
follows:

AMCON Distributing Company, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation"), does hereby certify
that, pursuant to authority conferred upon the Board of Directors of the
Corporation by its Certificate of Incorporation (the "Certificate of
Incorporation") and pursuant to the provisions of Section 151 of the
General Corporation Law of the State of Delaware, the following resolution
was duly approved and adopted by the Board of Directors of the
Corporation:

RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by Article IV of the Certificate of Incorporation,
there is hereby created and authorized out of the authorized but unissued
shares of the capital stock of the Corporation, 100,000 shares of a series
of preferred stock to be designated Series A Convertible Preferred Stock,
par value $.01 per share (the "Series A Preferred Stock"), of which the
preferences and relative and other rights, and the qualifications,
limitations or restrictions thereof, shall be (in addition to those set
forth in the Certificate of Incorporation) as follows:

Section 1.  Certain Definitions.

Unless the context otherwise requires, when used herein the following
terms shall have the meanings indicated:


"Authorization Trigger Date" shall have the meaning set forth in Section
5(m).

"Change of Control of the Corporation" means any of the following:  (A)
the making of a tender or exchange offer by any person or entity or group
of associated persons or entities (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Securities Exchange Act of 1934) (a "Person") (other
than the Corporation or its subsidiaries) for shares of Common Stock
pursuant to which purchases are made of securities representing at least
fifty percent (50%) of the total combined voting power of the then issued
and outstanding Voting Stock of the Corporation; (B) the merger or
consolidation of the Corporation with, or the sale or disposition of all
or substantially all of the assets of the Corporation, to any Person other
than (a) a merger or consolidation which would result in the Voting Stock
of the Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
Voting Stock of the surviving or parent entity) fifty percent (50%) or
more of the combined voting power of the Voting Stock of the Corporation
or such surviving or parent entity outstanding immediately after such
merger or consolidation; or (b) a merger or consolidation effected to
implement a recapitalization of the Corporation (or similar transaction)
in which no Person is or becomes the beneficial owner, directly or
indirectly (as determined under Rule 13d-3 promulgated under the
Securities Exchange Act of 1934), of securities representing fifty percent
(50%) or more of the combined voting power of the Voting Stock of the
Corporation; (C) if; at any time within a two-year period following the
acquisition by any Person of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the Securities Exchange Act
of 1934), in the aggregate, of securities of the Corporation representing
forty percent (40%) or more of the total combined voting power of the then
issued and outstanding Voting Stock of the Corporation, the persons who at
the time of such acquisition constitute the Board of Directors cease for
any reason whatsoever to constitute a majority of the Board of Directors;
(D) the acquisition of direct or indirect beneficial ownership (as
determined under Rule 13d-3 promulgated under the Securities Exchange Act
of 1934), in the aggregate, of securities of the Corporation representing
fifty percent (50%) or more of the outstanding Voting Stock of the
Corporation by any person or group of persons acting in concert; or (E)
the approval by the shareholders of the Corporation of any plan or
proposal for the complete liquidation or dissolution of the Corporation or
for the sale of all or substantially all of the assets of the Corporation.

"Common Stock" means shares of the common stock, par value $.01 per share,
of the Corporation.

"Conversion Date" shall have the meaning set forth in Section 5(b).

"Conversion Price" at any time of determination, shall mean the conversion
price determined pursuant to Section 5(c).

"Corporate Change" shall have the meaning set forth in Section 5(j).

"Current Market Price" shall have the meaning set forth in Section 5(i).

"Delivery Period" shall have the meaning set forth in Section 5(d).

"Dividend Payment Date" shall have the meaning set forth in Section 2(a).

"Dividend Period" shall have the meaning set forth in Section 2(a).

"DTC" means the Depository Trust Company.

"DTC Transfer" shall have the meaning set forth in Section 5(f).

"Final Redemption Date" shall have the meaning set forth in Section 4(d).

"Issue Date" shall mean the date the shares of Series A Preferred Stock in
question are issued by the Corporation.

"Junior Stock" means the Common Stock and any other class or series of
securities of the Corporation (i) not entitled to receive any
distributions unless all distributions required to have been paid or
declared and set apart for payment on the Series A Preferred Stock shall
have been so paid or declared and set apart for payment, (ii) not entitled
to receive any assets upon the liquidation, dissolution or winding up of
the affairs of the Corporation until the Series A Preferred Stock shall
have received the entire amount to which such shares are entitled upon
such liquidation, dissolution or winding up, and (iii) not entitled to
redemption until the Series A Preferred Stock shall have been redeemed in
full.

"Liquidation Preference" shall mean $25.00 per share of the Series A
Preferred Stock.

"Parity Stock" means, (i) any class or series of securities of the
Corporation entitled to receive payment of dividends on a parity with the
Series A Preferred Stock and (ii) any class or series of securities of the
Corporation entitled to receive assets upon the liquidation, dissolution
or winding up of the affairs of the Corporation on a parity with the
Series A Preferred Stock.

"Redemption Agent" shall have the meaning set forth in Section 4(c).

"Redemption Amount" shall have the meaning set forth in Section 6(b).

"Redemption Announcement" shall have the meaning set forth in Section
6(a).

"Redemption Date" shall have the meaning set forth in Section 4(b).

"Redemption Event" shall have the meaning set forth in Section 6(a).

"Redemption Notice" shall have the meaning set forth in Section 6(a).

"Redemption Price" shall mean the per share price to be paid upon
redemption of the Series A Preferred Stock, which shall equal (a) for the
period from June 17, 2006 to June 16, 2007, 112% of the Liquidation
Preference, (b) for the period from June 17, 2007 to June 16, 2008, 111%
of the Liquidation Preference, (c) for the period from June 17, 2008 to
June 16, 2009, 110% of the Liquidation Preference, (d) for the period from
June 17, 2009 to June 16, 2010, 109% of the Liquidation Preference, (e)
for the period from June 17, 2010 to June 16, 2011, 108% of the
Liquidation Preference, (f) for the period from June 17, 2011 to June 16,
2012, 107% of the Liquidation Preference, (g) for the period from June 17,
2012 to June 16, 2013, 106% of the Liquidation Preference, (h) for the
period from June 17, 2013 to June 16, 2014, 105% of the Liquidation
Preference, (i) for the period from June 17, 2014 to June 16, 2015, 104%
of the Liquidation Preference, (j) for the period from June 17, 2015 to
June 16, 2016, 103% of the Liquidation Preference, (k) for the period from
June 17, 2016 to June 16, 2017, 102% of the Liquidation Preference, (l)
for the period from June 17, 2017 to June 16, 2018, 101% of the
Liquidation Preference, and (m) after June 16, 2018, the Liquidation
Preference, plus in each case accrued and unpaid dividends to and
including the Redemption Date.

"Reserved Amount" shall have the meaning set forth in Section 5(m).

"Senior Stock" means any (i) class or series of securities of the
Corporation ranking senior to the Series A Preferred Stock in respect of
the right to receive payment of distributions and (ii) any class or series
of securities of the Corporation ranking senior to the Series A Preferred
Stock in respect of the right to receive assets upon the liquidation,
dissolution or winding up of the affairs of the Corporation.

"Voluntary Conversion Notice" shall have the meaning set forth in Section
5(a).

"Voting Stock of the Corporation" means shares of stock of the Corporation
of any class that votes generally in the election of directors.

"Wright Family" means William Wright (Chairman of the Board and Chief
Executive Officer of the Corporation at the date of this Certificate of
Designation), any lineal ascendant or descendant (including by way of
adoption) of William Wright, any spouse of any of the foregoing persons,
any trust established by any of the foregoing persons and any corporation,
partnership, limited liability company or other entity that is controlled,
directly or indirectly, by one or more of the foregoing persons or trusts.

Section 2.  Dividends.

   a.  Subject to the prior preferences and other rights of any Senior
Stock, the holders of the Series A Preferred Stock shall be entitled to
receive, out of funds legally available for that purpose, cash dividends
in an amount equal to 6.785% per annum of the Liquidation Preference per
share calculated on the basis of a 365-day year.   Such dividends shall be
payable only in cash, shall be cumulative from their Issue Date and shall
be payable in arrears, when, as and if declared by the Board of Directors,
on March 31, June 30, September 30 and December 31 of each year (each such
date being herein referred to as a "Dividend Payment Date"), commencing on
June 30, 2004.  The period between consecutive Dividend Payment Dates
shall hereinafter be referred to as a "Dividend Period."

   b.  Dividends on any shares of Series A Preferred Stock shall accrue
(whether or not declared and whether or not there shall be funds legally
available for the payment of dividends) on and from their Issue Date.  No
interest shall be payable with respect to any dividends that are in
arrears.

   c.  Each such dividend shall be paid to the holders of record of the
Series A Preferred Stock as their names appear on the share register of
the Corporation on the corresponding Record Date.  As used above, the term
"Record Date" for any Dividend Period means the date that is fifteen (15)
days prior to the Dividend Payment Date for such Dividend Period, or such
other record date designated by the Board of Directors of the Corporation
with respect to the dividend payable on such respective Dividend Payment
Date.  Dividends on account of arrears for any past Dividend Periods may
be declared and paid, together with any accrued but unpaid dividends
thereon to and including the date of payment, at any time, without
reference to any Dividend Payment Date, to holders of record on such date,
not exceeding 50 days preceding the payment date thereof, as may be fixed
by the Board of Directors.

   d.  Whenever dividends payable on shares of Series A Preferred Stock
shall not have been paid in full, in an aggregate amount equal to two full
quarterly dividends on such shares of Series A Preferred Stock then
outstanding, the number of directors then constituting the Board of
Directors of the Corporation shall automatically be increased by two, and
the holders of such shares of Series A Preferred Stock shall have the
exclusive and special right, voting separately as a class with the holders
of shares of any one or more class or series of Parity Stock and upon
which like voting rights have been conferred and are exercisable, to elect
two directors of the Corporation to fill such newly created directorships;
provided, however, that in no event shall the holders of such shares of
Series A Preferred Stock voting separately as a class as aforesaid have
the right to elect more than two directors.  Whenever such right of the
holders of such shares of Series A Preferred Stock shall have vested, such
right may be exercised initially either at a special meeting of such
shareholders, which special meeting shall be called by the Board of
Directors of the Corporation, or at any annual meeting of shareholders,
and thereafter at annual meetings of shareholders.  The right of the
holders of such shares of Series A Preferred Stock, voting separately as a
class to elect members of the Board of Directors of the Corporation as
aforesaid, shall continue until such time as all dividends accumulated on
such shares of Series A Preferred Stock to the dividend payment date next
preceding the date of any such determination have been paid in full, or
declared and set apart in trust for payment, at which time the special
rights of the holders of such shares of Series A Preferred Stock to vote
separately as a class for the election of two directors shall terminate
(subject to revesting in the event of each and every subsequent failure to
make dividend payments in an aggregate amount equal to two full quarterly
dividends as above provided), and the number of directors constituting the
Board of Directors shall be automatically reduced.

   e.  So long as any shares of the Series A Preferred Stock are
outstanding, the Corporation shall not, directly or indirectly, declare,
pay or set apart for payment any dividends or other distributions on
Junior Stock (other than dividends or distributions paid in shares of, or
options, warrants or rights to subscribe for or purchase shares of, Junior
Stock) or redeem or otherwise acquire any Junior Stock for any
consideration (including any moneys to be paid to or made available for a
sinking fund for the redemption of any shares of any such stock), except
by conversion into or exchange for Junior Stock, unless in each case the
full cumulative dividends on all outstanding shares of the Series A
Preferred Stock and any other Parity Securities have been paid or set
apart for payment for all past and current Dividend Periods with respect
to the Series A Preferred Stock and all past and current dividend periods
with respect to such Parity Securities.

Section 3.  Distributions Upon Liquidation, Dissolution or Winding Up.

In the event of any voluntary or involuntary liquidation, dissolution or
other winding up of the affairs of the Corporation, subject to the prior
preferences and other rights of any Senior Stock, but before any
distribution or payment shall be made to the holders of Junior Stock, the
holders of the Series A Preferred Stock shall be entitled to be paid the
Liquidation Preference of all outstanding shares of the Series A Preferred
Stock as of the date of such liquidation or dissolution or such other
winding up, plus any accrued but unpaid dividends, if any, to such date,
and no more.  The Corporation shall make such payment in cash.  If such
payment shall have been made in full to the holders of the Series A
Preferred Stock, and if payment shall have been made in full to the
holders of any Senior Stock and Parity Stock of all amounts to which such
holders shall be entitled, the remaining assets and funds of the
Corporation shall be distributed among the holders of Junior Stock,
according to their respective shares and priorities.  If, upon any such
liquidation, dissolution or other winding up of the affairs of the
Corporation, the net assets of the Corporation distributable among the
holders of all outstanding shares of the Series A Preferred Stock and of
any Parity Stock shall be insufficient to permit the payment in full to
such holders of the preferential amounts to which they are entitled, then
the entire net assets of the Corporation remaining after the distributions
to holders of any Senior Stock of the full amounts to which they may be
entitled shall be distributed among the holders of the Series A Preferred
Stock and of any Parity Stock ratably in proportion to the full amounts to
which they would otherwise be respectively entitled.  Neither the
consolidation or merger of the Corporation into or with another
corporation or corporations, nor the sale of all or substantially all of
the assets of the Corporation to another corporation or corporations shall
be deemed a liquidation, dissolution or winding up of the affairs of the
Corporation within the meaning of this Section 3.

Section 4.  Optional Redemption by the Corporation.

   a.  The Series A Preferred Stock shall not be redeemed in whole or in
part on or prior to June 17, 2006, except as provided in Section 6 hereof.
After June 17, 2006, the Corporation may, at its option, redeem in cash at
any time, in whole or in part, the Series A Preferred Stock at the
Redemption Price per share.  If less than all the outstanding shares of
Series A Preferred Stock are to be redeemed pursuant to this Section 4,
the shares to be redeemed shall be determined by lot or in such other
manner as the Board of Directors of the Corporation may prescribe and
which it deems appropriate.

   b.  Notice of redemption of the Series A Preferred Stock shall be sent
by or on behalf of the Corporation, by first class mail, postage prepaid,
to the holders of record of the outstanding shares of Series A Preferred
Stock at their respective addresses as they shall appear on the records of
the Corporation, not less than 10 days nor more than 30 days prior to the
date fixed for redemption (the "Redemption Date") (i) notifying such
holders of the election of the Corporation to redeem such shares and of
the Redemption Date, (ii) stating the date on which the shares cease to be
convertible (which date shall be the same date as the Redemption Date),
and the Conversion Price, (iii) the place or places at which the shares
called for redemption shall, upon presentation and surrender of the
certificates evidencing such shares, be redeemed, and the Redemption Price
therefor, and (iv) stating the name and address of any Redemption Agent
selected by the Corporation in accordance with Section 4(c) below, and the
name and address of the Corporation's transfer agent for the Series A
Preferred Stock.  The Corporation may act as the transfer agent for the
Series A Preferred Stock.

   c.  The Corporation may act as the redemption agent to redeem the
Series A Preferred Stock.  The Corporation may also appoint as its agent
for such purpose its transfer agent for Common Stock or a bank or trust
company in good standing, organized under the laws of the United States of
America or any jurisdiction thereof, and having capital, surplus and
undivided profits aggregating at least $100,000,000, and may appoint any
one or more additional such agents which shall in each case be a bank or
trust company in good standing organized under the laws of the United
States of America or of any jurisdiction thereof, having an office or
offices in The City of New York, New York, or such other place as shall
have been designated by the Corporation, and having capital, surplus and
undivided profits aggregating at least $100,000,000.  The Corporation or
such bank or trust company is hereinafter referred to as the "Redemption
Agent."  Following such appointment and prior to any redemption, the
Corporation shall deliver to the Redemption Agent irrevocable written
instructions authorizing the Redemption Agent, on behalf and at the
expense of the Corporation, to cause such notice of redemption to be duly
mailed as herein provided as soon as practicable after receipt of such
irrevocable instructions and in accordance with the above provisions.  All
funds necessary for the redemption shall be deposited with the Redemption
Agent in trust at least two business days prior to the Redemption Date,
for the pro rata benefit of the holders of the shares of Series A
Preferred Stock so called for redemption, so as to be and continue to be
available therefor.  Neither failure to mail any such notice to one or
more such holders nor any defect in any notice shall affect the
sufficiency of the proceedings for redemption as to other holders.

   d.  If notice of redemption shall have been given as provided above,
and the Corporation shall not default in the payment of the Redemption
Price, then each holder of shares called for redemption shall be entitled
to all preferences, relative and other rights accorded by this Certificate
of Designation until and including the Redemption Date.  If the
Corporation shall default in making payment or delivery as aforesaid on
the Redemption Date, then each holder of the shares called for redemption
shall be entitled to all preferences, relative and other rights accorded
by this Certificate of Designation until and including the date (the
"Final Redemption Date") when the Corporation makes payment or delivery as
aforesaid to the holders of the Series A Preferred Stock.  From and after
the Redemption Date or, if the Corporation shall default in making payment
or delivery as aforesaid, the Final Redemption Date, the shares called for
redemption shall no longer be deemed to be outstanding, and all rights of
the holders of such shares shall cease and terminate, except the right of
the holders of such shares, upon surrender of certificates therefor, to
receipt of amounts to be paid hereunder.  The deposit of monies in trust
with the Redemption Agent by the Corporation shall be irrevocable except
that the Corporation shall be entitled to receive from the Redemption
Agent the interest or other earnings, if any, earned on any monies so
deposited in trust, and the holders of any shares redeemed shall have no
claim to such interest or other earnings, and any balance of monies so
deposited by the Corporation and unclaimed by the holders of the Series A
Preferred Stock entitled thereto at the expiration of two years from the
Redemption Date or the Final Redemption Date, as applicable, shall be
repaid, together with any interest or other earnings thereon, to the
Corporation, and after any such repayment, the holders of the shares
entitled to the funds so repaid to the Corporation shall look only to the
Corporation for such payment, without interest.

Section 5.  Conversion Rights.  The Series A Preferred Stock shall be
convertible into Common Stock as follows:

   a.  Conversion at Holder's Option. The holder of any shares of the
Series A Preferred Stock shall have the right at such holder's option, at
any time and from time to time at any time following the Issue Date and
without the payment of any additional consideration, to convert any or all
of such shares of the Series A Preferred Stock into fully paid and
nonassessable shares of Common Stock at the Applicable Conversion Price
(as provided in Section 5(c) below) in effect on the Conversion Date (as
provided in Section 5(d) below) upon the terms hereinafter set forth.  The
holder of any shares of the Series A Preferred Stock may exercise the
conversion right specified in Section 5(a) by surrendering or causing to
be surrendered to the Corporation or any transfer agent of the Corporation
the certificate or certificates representing the shares of the Series A
Preferred Stock to be converted, accompanied by written notice (the
"Voluntary Conversion Notice") specifying the number of such shares to be
converted.

   b.  Status as Stockholder.  As of the close of business on the date
when delivery of a Voluntary Conversion Notice by a holder of Series A
Preferred Stock is made to the Corporation (the "Conversion Date") (i) the
shares covered thereby shall be deemed converted into shares of Common
Stock and (ii) the holder's rights as a holder of such converted shares of
Series A Preferred Stock shall cease and terminate, excepting only the
right to receive such Common Stock and to any remedies provided herein or
otherwise available at law or in equity to such holder because of a
failure by the Corporation to comply with the terms of this Certificate of
Designation.

   c.  Number of Shares.  In the event of a conversion pursuant to Section
5(a) above, each share of the Series A Preferred Stock so converted shall
be converted into such number of shares of Common Stock as is determined
by dividing (x) $25 by (y) the Conversion Price in effect on the
Conversion Date. The initial Conversion Price shall be $30.31 per share of
Common Stock.  Such initial Conversion Price shall be subject to
adjustment in order to adjust the number of shares of Common Stock into
which the Series A Preferred Stock is convertible, as hereinafter
provided.

   d.  Mechanics of Conversion.  The Corporation shall not be obligated to
issue to any holder certificates representing the shares of Common Stock
issuable upon conversion unless certificates representing the shares of
Series A Preferred Stock, endorsed directly or through stock powers to the
Corporation or in blank and accompanied when appropriate with evidence of
the signatory's authority, are delivered to the Corporation or any
transfer agent of the Corporation.  If the certificate representing shares
of Common Stock issuable upon conversion of shares of the Series A
Preferred Stock is to be issued in a name other than the name on the face
of the certificate representing such shares of the Series A Preferred
Stock, such certificate shall be accompanied by such evidence of the
assignment and such evidence of the signatory's authority with respect
thereto as deemed appropriate by the Corporation or its transfer agent and
such certificate shall be endorsed directly or through stock powers to the
Corporation or in blank.  Not less than five business days after the
Conversion Date (the "Delivery Period"), the Corporation shall issue and
deliver to or upon the written order of such holder a certificate or
certificates for the number of full shares of Common Stock to which such
holder is entitled upon such conversion, and a check or cash with respect
to any fractional interest in a share of Common Stock, as provided in
Section 5(e).  The person in whose name the certificate or certificates
for Common Stock are to be issued shall be deemed to have become a holder
of record of such Common Stock on the applicable Conversion Date.  Upon
conversion of only a portion of the number of shares covered by a
certificate representing shares of Series A Preferred Stock surrendered
for conversion, the Corporation shall issue and deliver to or upon the
written order of the holder of the certificate so surrendered for
conversion, at the expense of the Corporation, a new certificate
representing the number of shares of the Series A Preferred Stock
representing the unconverted portion of the certificate so surrendered.
The Corporation shall pay on any Conversion Date the accrued and unpaid
dividends to and including such date on all shares of Series A Preferred
Stock to be so converted.

   e.  Fractional Shares.  No fractional shares of Common Stock or scrip
shall be issued upon conversion of shares of the Series A Preferred Stock.
If more than one share of the Series A Preferred Stock shall be
surrendered for conversion at any one time by the same holder, the number
of full shares of Common Stock issuable upon conversion thereof shall be
computed on the basis of the aggregate number of shares of the Series A
Preferred Stock so surrendered.  Instead of any fractional shares of
Common Stock which would otherwise be issuable upon conversion of any
shares of the Series A Preferred Stock, the Corporation shall pay a cash
adjustment in respect of such fractional interest in an amount equal to
that fractional interest of the then Current Market Price.

   f.  Delivery of Uncertificated Shares of Common Stock Upon Conversion.
Notwithstanding the provisions of Section 5(d), if the Corporation's
transfer agent is participating in DTC's Fast Automated Securities
Transfer program, the Corporation shall cause its transfer agent to
electronically transmit the Common Stock issuable upon such conversion to
the holder or the holder's designee by crediting the account of the holder
or the holder's designee, or its respective nominee, with DTC through its
Deposit Withdrawal Agent Commission system ("DTC Transfer").  If the
aforementioned conditions to a DTC Transfer are not satisfied, the
Corporation shall deliver in accordance with Section 5(d) to the holder or
the holder's designee physical certificates representing the Common Stock
issuable upon such conversion.

   g.  Conversion Disputes.  In the case of any dispute with respect to a
conversion, the Corporation shall promptly issue such number of shares of
Common Stock as are not disputed in accordance with Section 5(d) or (f),
as applicable.  If such dispute involves the calculation of the Conversion
Price, and such dispute is not promptly resolved by discussion between the
relevant holder and the Corporation, the Corporation and the holder shall
submit the disputed calculations to an independent outside accountant.
The accountant, at the Corporation's sole expense, shall promptly audit
the calculations and notify the Corporation and the holder of the results.
The accountant's calculation shall be deemed conclusive, absent manifest
error.  The Corporation shall then issue the appropriate number of shares
of Common Stock in accordance with Section 5(d) or (f), as applicable.

   h.  Conversion Price Adjustments.  The Conversion Price shall be
subject to adjustment from time to time as follows:

       i.  Stock Dividends, Subdivisions, Reclassifications or
Combinations.  If the Corporation shall (i) declare a dividend or make a
distribution on its Common Stock in shares of its Common Stock, (ii)
subdivide or reclassify the outstanding shares of Common Stock into a
greater number of shares, (iii) combine or reclassify the outstanding
Common Stock into a smaller number of shares, or (iv) take similar action,
the Conversion Price in effect at the time of the record date for such
dividend or distribution or the effective date of such subdivision,
combination, reclassification or other similar action shall be
proportionately adjusted so that the holder of any shares of Series A
Preferred Stock surrendered for conversion after such date shall be
entitled to receive the number of shares of Common Stock which he would
have owned or been entitled to receive had such shares of the Series A
Preferred Stock been converted immediately prior to such date.  Successive
adjustments in the Conversion Price shall be made whenever any event
specified above shall occur.

        ii.  Other Distributions.  In case the Corporation shall fix a
record date for the making of a distribution to all holders of shares of
its Common Stock (i) of shares of any class other than its Common Stock or
(ii) of evidences of indebtedness of the Corporation or any subsidiary or
(iii) of assets (other than cash dividends), or (iv) of rights or
warrants, in each case the Conversion Price in effect immediately prior
thereto shall be adjusted to a price determined by multiplying the then
current Conversion Price by a fraction, of which (1) the numerator shall
be an amount equal to the difference resulting from (A) the Current Market
Price as of such record date less (B) the fair market value (as determined
by the Board, whose determination shall be conclusive) of said shares or
evidences of indebtedness or assets or rights or warrants to be so
distributed, and (2) the denominator shall be the Current Market Price as
of such record date.  Such adjustment shall be made successively whenever
such a record date is fixed.  In the event that such distribution is not
so made, the Conversion Price then in effect shall be readjusted,
effective as of the date when the Board determines not to distribute such
shares, evidences of indebtedness, assets, rights or warrants, as the case
may be, to the Conversion Price which would then be in effect if such
record date had not been fixed.

        iii.  Rounding of Calculations; Minimum Adjustment.  All
calculations under this Section 5(h) shall be made to the nearest cent or
to the nearest one hundredth (1/100th) of a share, as the case may be.
Any provision of this Section 5 to the contrary notwithstanding, no
adjustment in the Conversion Price shall be made if the amount of such
adjustment would be less than $0.01; but any such amount shall be carried
forward and an adjustment with respect thereto shall be made at the time
of and together with any subsequent adjustment which, together with such
amount and any other amount or amounts so carried forward, shall aggregate
$0.01 of more.

   i.  Current Market Price.  The "Current Market Price" at any date shall
mean, in the event the Common Stock is publicly traded, the average of the
daily closing prices per share of Common Stock for 30 consecutive trading
days ending three trading days before such date (as adjusted for any stock
dividend, split, combination or reclassification that took effect during
such 30 trading day period).  The closing price for each day shall be the
last reported sale price regular way or, in case no such reported sale
takes place on such day, the average of the last closing bid and asked
prices regular way, in either case on the principal national securities
exchange on which the Common Stock is listed or admitted to trading, or if
not listed or admitted to trading on any national securities exchange, the
closing sale price for such day reported by Nasdaq, if the Common Stock is
quoted on Nasdaq National Market, Nasdaq Small Cap or any comparable
system, or, if the Common Stock is not traded on Nasdaq or any comparable
system, the average of the closing bid and asked prices as furnished by
two members of the National Association of Securities Dealers, Inc.
selected from time to time by the Corporation for that purpose.  If the
Common Stock is not traded in such manner that the quotations referred to
above are available for the period required hereunder, Current Market
Price per share of Common Stock shall be deemed to be the fair value per
share of Common Stock as determined in good faith by the Board of
Directors, irrespective of any accounting treatment.

   j.  Corporate Change.  If there shall be (i) any reclassification or
change of the outstanding shares of Common Stock (other than an event
covered by Section 5(h) above or a change in par value, or from par value
to no par value, or from no par value to par value, or as a result of a
subdivision or combination), (ii) any consolidation or merger of the
Corporation with any other entity (other than a merger in which the
Corporation is the surviving or continuing entity, or (iii) any share
exchange or other transaction pursuant to which all of the outstanding
shares of Common Stock are converted into other securities or property
(each of (i) - (iii) above being a "Corporate Change"), then the holders
of Series A Preferred Stock shall thereafter have the right to receive
upon conversion, in lieu of the shares of Common Stock otherwise issuable,
such shares of stock, securities and/or other property as would have been
issued or payable in such Corporate Change with respect to or in exchange
for the number of shares of Common Stock which would have been issuable
upon conversion had such Corporate Change not taken place, and in any such
case, appropriate provisions (as determined by the Board of Directors in
good faith) shall be made with respect to the rights and interests of the
holders of the Series A Preferred Stock to the end that the economic value
of the shares of Series A Preferred Stock is not diminished by such
Corporate Change and that the provisions hereof (including, without
limitation, in the case of any such consolidation, merger or sale in which
the successor entity or purchasing entity is not the Corporation, an
immediate adjustment of the Conversion Price so that the Conversion Price
immediately after the Corporate Change reflects the same relative value as
compared to the value of the surviving entity's common stock that existed
between the Conversion Price and the value of the Corporation's Common
Stock immediately prior to such Corporate Change) shall thereafter be
applicable, as nearly as may be practicable in relation to any shares of
stock or securities thereafter deliverable upon the conversion thereof.

   k.  Costs.  The Corporation shall pay all documentary, stamp, transfer
or other transactional taxes attributable to the issuance or delivery of
shares of Common Stock upon conversion of any shares of the Series A
Preferred Stock; provided that the Corporation shall not be required to
pay any such taxes or any federal or state income taxes or other taxes
which may be payable in respect of any transfer involved in the issuance
or delivery of any certificate for such shares in a name other than that
of the holder of the shares of the Series A Preferred Stock in respect of
which such shares are being issued.

   l.  No Impairment.  The Corporation (i) will not permit the par value
of any shares of stock at the time receivable upon the conversion of the
Series A Preferred Stock to exceed the Conversion Price then in effect,
(ii) will take all such action as may be necessary or appropriate in order
that the Corporation may validly and legally issue fully paid and
nonassessable shares of Common Stock on the conversion of the Series A
Preferred Stock and (iii) will not issue any Common Stock or convertible
securities or take any action which results in an adjustment of the
Conversion Price if the total number of shares of Common Stock issuable
after such issuance or action upon the conversion or redemption of, or
payment of all outstanding dividends on, all of the then outstanding
shares of Series A Preferred Stock will exceed the total number of shares
of Common Stock then authorized by the Corporation's Certificate of
Incorporation and available for the purposes of issue upon such conversion
or redemption or payment of such dividend.

   m.  Reservation of Shares.  The Corporation will at all times reserve
and keep available, out of its authorized and unissued Common Stock or any
other securities issuable upon conversion pursuant to Section 5(j) above
solely for the purposes of issuance upon conversion of Series A Preferred
Stock as herein provided, free from preemptive rights or any other actual
or contingent purchase rights or persons other than the holders of shares
of Series A Preferred Stock, such number of shares of Common Stock or such
other securities that shall be so issuable upon the conversion of all
outstanding shares of Series A Preferred Stock (the "Reserved Amount").
All shares of Common Stock and other securities that shall be so issuable
upon conversion of the Series A Preferred Stock shall, upon issue, be duly
and validly issued and fully paid and nonassessable.  If the Reserved
Amount for any ten consecutive trading days (the last of such ten trading
days being the "Authorization Trigger Date") shall be less than one
hundred percent (100%) of the number of shares of Common Stock issuable
upon full conversion of the then outstanding shares of Series A Preferred
Stock, the Corporation shall immediately notify the holders of Series A
Preferred Stock of such occurrence and shall immediately commence action
(including, if necessary, seeking stockholder approval to authorize the
issuance of additional shares of Common Stock and other securities) to
increase the Reserved Amount to one hundred percent (100%) of the number
of shares of Common Stock and other securities then issuable upon full
conversion of all of the outstanding Series A Preferred Stock at the then
current Conversion Price.  Each holder of Series A Preferred Stock, by
their acceptance thereof, agrees to vote in favor of any action necessary
to increase the number of authorized shares of Common Stock and other
securities.  In the event the Corporation fails to so increase the
Reserved Amount within 120 days after an Authorization Trigger Date, each
holder of Series A Preferred Stock shall thereafter have the option,
exercisable in whole or in part at any time and from time to time, by
delivery of a Redemption Notice to the Corporation, to require the
Corporation to redeem for cash, at an amount per share equal to the
Redemption Price, a number of the holder's shares of Series A Preferred
Stock such that, after giving effect to such redemption, the then unissued
portion of such holder's Reserved Amount is at least equal to one hundred
percent (100%) of the total number of shares of Common Stock and other
securities issuable upon conversion of such holder's shares of Series A
Preferred Stock.

   n.  Notices of Record Date.  In the event of any taking by the
Corporation of a record of the holders of Common Stock or any other
securities issuable upon conversion pursuant to Section 5(j) above for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend) or other distribution, any right or
warrant to subscribe for, purchase or otherwise acquire any shares of
stock or any class of any other securities or property, or to receive any
other right (including, without limitation, making a dividend or other
distribution of any rights under a stockholder rights plan (sometimes
known as a "poison pill" plan), whether now existing or hereafter
created), the Corporation shall mail to each holder of Series A Preferred
Stock, at least 20 days prior to the date specified therein, a notice
specifying the date on which any such record is to be taken for the
purpose of such dividend, distribution, right or warrant, and the amount
and character of such dividend, distribution, right or warrant.

Section 6.  Redemption Due to Certain Events.

   a.  Redemption by Holder.  In the event (each of the events described
in clauses (i)-(v) below after expiration of the applicable cure period
(if any) being a "Redemption Event"):

        i.  A Change of Control of the Corporation shall have occurred;

        ii.  The Wright Family ceases to beneficially own (as determined
under Rule 13d-3 promulgated under the Securities Exchange Act of 1934)
twenty percent (20%) or more of the outstanding Voting Stock of the
Corporation, computed on a fully diluted basis based on the then generally
accepted accounting principles;

        iii.  the Corporation shall make an assignment for the benefit of
creditors, or apply for or consent to the appointment of a receiver or
trustee for it or for a substantial part of its property or business, or
such a receiver or trustee shall otherwise be appointed; or

        iv.  bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for the relief of debtors shall be
instituted by or against the Corporation and if instituted against the
Corporation by a third party, shall not be dismissed within 120 days of
their initiation;

then, upon the occurrence of any such Redemption Event, each holder of
shares of Series A Preferred Stock shall thereafter have the option,
exercisable in whole or in part at any time and from time to time by
delivery of a written notice to such effect (a "Redemption Notice") to the
Corporation while such Redemption Event continues, to require the
Corporation to purchase for cash any or all of the then outstanding shares
of Series A Preferred Stock held by such holder for an amount per share
equal to the Redemption Amount in effect at the time of the redemption
hereunder.  Upon the Corporation's receipt of any Redemption Notice
hereunder (other than during the three trading day period following the
Corporation's delivery of a Redemption Announcement to all of the holders
in response to the Corporation's initial receipt of a Redemption Notice
from a holder of Series A Preferred Stock), the Corporation shall within
two business days following such receipt deliver a written notice (a
"Redemption Announcement") to all holders of Series A Preferred Stock
stating the date upon which the Corporation received such Redemption
Notice and the amount of Series A Preferred Stock covered thereby.  The
Corporation shall not redeem any shares of Series A Preferred Stock during
the three trading day period following the delivery of a required
Redemption Announcement hereunder.  At any time and from time to time
during such three trading day period, each holder of Series A Preferred
Stock may request (either orally or in writing) information from the
Corporation with respect to the instant redemption (including, but not
limited to, the aggregate number of shares of Series A Preferred Stock
covered by Redemption Notices received by the Corporation) and the
Corporation shall furnish (either orally or in writing) as soon as
practicable such requested information to such requesting holder.

   b.  The "Redemption Amount" with respect to a share of Series A
Preferred Stock means an amount equal to the Liquidation Preference
(including accrued and unpaid dividends to and including the date the
Corporation makes payment of the Redemption Amount).

   c.  In the event the Corporation is not able to redeem all of the
shares of Series A Preferred Stock subject to Redemption Notices delivered
prior to the date upon which such redemption is to be effected, the
Corporation shall redeem shares of Series A Preferred Stock from each
holder pro rata, based on the total number of shares of Series A Preferred
Stock outstanding at the time of redemption included by such holder in all
Redemption Notices delivered prior to the date upon which such redemption
is to be effected relative to the total number of shares of Series A
Preferred Stock outstanding at the time of redemption included in all of
the Redemption Notices delivered prior to the date upon which such
redemption is to be effected.

Section 7.  Voting.  The holders of Series A Preferred Stock shall not be
entitled to any voting rights except as provided in Section 2(d) above and
as required by law.

Section 8.  No Preemptive Rights.  The holders of Series A Preferred Stock
shall, as such, have no preemptive right to purchase or otherwise acquire
shares of any class of stock or other securities of the Corporation, now
or hereafter authorized.

Section 9.  Exclusion of Other Rights.  Except as may otherwise be
required by law, the shares of Series A Preferred Stock shall not have any
preferences or relative, participating, optional or other special rights,
other than those specifically set forth in this Certificate of Designation
(as such may be amended from time to time) and in the Certificate of
Incorporation.

Section 10.  Headings of Subdivisions.  The headings of the various
subdivisions hereof are for convenience of reference only and shall not
affect the interpretation of any of the provisions hereof.

Section 11.  Lost or Stolen Certificates.  Upon receipt by the Corporation
of (i) evidence of the loss, theft, destruction or mutilation of any
certificates representing shares of Series A Preferred Stock, and (ii) (y)
in the case of loss, theft or destruction, an indemnity, bond and/or other
security reasonably satisfactory to the Corporation, or (z) in the case of
mutilation, the certificate(s) (surrendered for cancellation), the
Corporation shall execute and deliver new certificates representing shares
of Series A Preferred Stock of like tenor and date.  However, the
Corporation shall not be obligated to reissue such lost, stolen, destroyed
or mutilated certificate(s) if the holder contemporaneously requests the
Corporation to convert such Series A Preferred Stock.


Section 12.  Remedies Cumulative.  The remedies provided in this
Certificate of Designation shall be cumulative and in addition to all
other remedies available under this Certificate of Designation, at law or
in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit a holder's right to
pursue actual damages for any failure by the Corporation to comply with
the terms of this Certificate of Designation.  The Corporation
acknowledges that a breach by it of its obligations hereunder will cause
irreparable harm to the holders of Series A Preferred Stock and that the
remedy at law for any such breach may be inadequate.  The Corporation
therefore agrees, in the event of any such breach or threatened breach,
that the holders of Series A Preferred Stock shall be entitled, in
addition to all other available remedies, to an injunction restraining any
breach, without the necessity of showing economic loss and without any
bond or other security being required.

Section 13.  Waiver.  Notwithstanding any provision in this Certificate of
Designation to the contrary, any provision contained herein and any right
of the holders of Series A Preferred Stock granted hereunder may be waived
as to all shares of Series A Preferred Stock (and the holders thereof)
upon the written consent of the holders of a majority of the Series A
Preferred Stock, unless a higher percentage is required by applicable law,
in which case the written consent of the holders of not less than such
higher percentage of shares of Series A Preferred Stock shall be required.

Section 14.  Severability of Provisions.  If any right, preference or
limitation of the Series A Preferred Stock set forth in this Certificate
of Designation (as such may be amended from time to time) is invalid,
unlawful or incapable of being enforced by reason of any rule of law or
public policy, all other rights, preferences and limitations set forth in
this Certificate of Designation (as so amended) which can be given effect
without the invalid, unlawful or unenforceable right, preference or
limitation shall, nevertheless, remain in full force and effect.

Section 15.  Status of Reacquired Shares.  Shares of Series A Preferred
Stock which have been issued and reacquired in any manner (including by
conversion) shall (upon compliance with any applicable provisions of the
laws of the State of Delaware) have the status of authorized and unissued
shares of Preferred Stock issuable in series undesignated as to Series A
Preferred Stock and may be redesignated and reissued.

IN WITNESS WHEREOF, this Corrected Certificate of Designations has been
duly executed by the undersigned this 5th day of August, 2004.

                                     AMCON DISTRIBUTING COMPANY

                                     By: Kathleen M. Evans
                                        -----------------------------
                                        Name: Kathleen M. Evans
                                        Title:  President