CERTIFICATE OF INCORPORATION
                                      OF
                           AMCON DISTRIBUTING COMPANY,
                           AS AMENDED MARCH 19, 1998


    AMCON Distributing Company, a corporation organized and existing under the
laws of the State of Delaware (the "Corporation") hereby certifies as follows:

    1.   The Corporation's original Certificate of Incorporation was filed
with the Secretary of State of the State of Delaware on June 17, 1986.

    2.   On June 2, 1994, the Board of Directors of the Corporation
unanimously adopted a resolution authorizing the amendment and restatement of
the Corporation's Certificate of Incorporation in accordance with the
provisions of Sections 242 and 245 of the General Corporation Law of the State
of Delaware.  On July 5, 1994, the Stockholders of the Corporation approved
the amendment and restatement of the Certificate of Incorporation and the
taking of the actions contemplated thereby by written consent given in
accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware, and such consent has been filed with the minutes of
the proceedings of stockholders of the Corporation.  Written notice of such
action has been given to all stockholders who have not consented in writing in
accordance with the provisions of Section 228 of the General Corporation Law
of the State of Delaware.

    3.   Pursuant to Sections 242 and 245 of the General Corporation Law of
the State of Delaware, this Restated Certificate of Incorporation amends and
restates the provisions of the Certificate of Incorporation of the
Corporation.  The amendments have the effect of (i) increasing the authorized
shares of Common Stock to 5,000,000; (ii) authorizing the issuance of
1,000,000 shares of Preferred Stock; (iii) classifying the Board of Directors;
and (iv) making such other changes as are proper under Delaware Law and deemed
necessary or appropriate by the Board of Directors.

    4.   Accordingly, the text of the Certificate of Incorporation is hereby
amended and restated in its entirety to read as follows:


                                  ARTICLE I

    The name of the Corporation is AMCON Distributing Company.

                                  ARTICLE II

    The address of the registered office of the Corporation in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington,
County of New Castle, Delaware 19805, and the name of its registered agent at
the address of the Corporation's registered office is The Corporation Trust
Company.

                                  ARTICLE III

    The purpose of the Corporation is to engage in any lawful act or activity
for which corporations may be organized under the General Corporation Law of
the State of Delaware.

                                  ARTICLE IV
    Section 1.  The total number of shares of capital stock which the
Corporation shall have the authority to issue is 16,000,000, consisting of (a)
15,000,000 shares of Common Stock, par value $.01 per share and (b) 1,000,000
shares of Preferred Stock, par value $.01 per share.

    Section 2.  Each holder of Common Stock shall be entitled to one vote for
each share of Common Stock held of record by such holder and shall be entitled
to vote with respect to all matters as to which a stockholder of a Delaware
corporation would be entitled to vote.

    Section 3.  The Preferred Stock may be issued at any time and from time to
time in one or more series.  The Board of Directors is hereby authorized to
provide for the issuance of shares of Preferred Stock in series and, by filing
a certificate of designation pursuant to the applicable provisions of the
General Corporation Law of the State of Delaware (hereinafter referred to as a
"Preferred Stock Certificate of Designation"), to establish from time to time
the number of shares to be included in each such series and to fix the
designation, powers, preferences and rights of shares of each such series and
the qualifications, limitations and restrictions thereof.  The authority of
the Board of Directors with respect to each series shall include, but not be
limited to, determination of the following:

        (a)  The designation of the series, which may be by distinguishing
number, letter or title;

        (b)  The number of shares of the series, which number the Board of
Directors may thereafter (except where otherwise provided in the applicable
Preferred Stock Certificate of Designation) increase or decrease (but not
below the number of shares thereof then outstanding);

        (c)  Whether dividends, if any, shall be cumulative or noncumulative
and the dividend rate of the series;

        (d)  The dates on which dividends, if any, shall be payable;

        (e)  The redemption rights and price or prices, if any, for shares of
the series;

        (f)  The terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series;

        (g)  The amounts payable on shares of the series in the event of any
voluntary or involuntary liquidation, dissolution or winding up of the affairs
of the Corporation;

        (h)  Whether the shares of the series shall be convertible or
exchangeable into shares of any other class or series, or any other security,
of the Corporation or any other corporation, and, if so, the specification of
such other class or series or such other security, the conversion or exchange
price or prices or rate or rates, any adjustments thereof, the date or dates
as of which such shares shall be convertible or exchangeable and all other
terms and conditions upon which such conversion or exchange may be made;

        (i)  Restrictions on the issuance of shares of the same series or of
any other class or series; and

        (j) The voting rights, if any, of the holders of shares of the series.
    Section 4.  The Common Stock shall be subject to the express terms of the
Preferred Stock and any series thereof.  

    Section 5.  Except as may be provided in this Restated Certificate of
Incorporation or in a Preferred Stock Certificate of Designation, the Common
Stock shall have the exclusive right to vote for the election of directors and
for all other purposes, and holders of Preferred Stock shall not be entitled
to receive notice of any meeting of stockholders at which they are not
entitled to vote.

    Section 6.  The Corporation shall be entitled to treat the person in whose
name any share of its stock is registered as the owner thereof for all
purposes and shall not be bound to recognize any equitable or other claim to,
or interest in, such share on the part of any other person, whether or not the
Corporation shall have notice thereof, except as expressly provided by
applicable law.

                                  ARTICLE V

    The Board of Directors is hereby authorized to create and issue, whether
or not in connection with the issuance and sale of any of its stock or other
securities or property, rights entitling the holders thereof to purchase from
the Corporation shares of stock or other securities of the Corporation or any
other corporation.  The times at which and the terms upon which such rights
are to be issued will be determined by the Board of Directors and set forth in
the contracts or instruments that evidence such rights.  The authority of the
Board of Directors with respect to such rights shall include, but not be
limited to, determination of the following:

    (a)  the initial purchase price per share or other unit of the stock or
other securities or property to be purchased upon exercise of such rights;

    (b)  Provisions relating to the times at which and the circumstances under
which such rights may be exercised or sold or otherwise transferred, either
together with or separately from any other stock or other securities of the
Corporation;

    (c)  Provisions which adjust the number or exercise price of such rights,
or amount or nature of the stock or other securities or property receivable
upon exercise of such rights, in the event of a combination, split or
recapitalization of any stock of the Corporation, a change in ownership of the
Corporation's stock or other securities or a reorganization, merger,
consolidation, sale of assets or other occurrence relating to the Corporation
or any stock of the Corporation and provisions restricting the ability of the
Corporation to enter into any such transaction absent an assumption by the
other party or parties thereto of the obligations of the Corporation under
such rights;

    (d)  Provisions which deny the holder of a specified percentage of the
outstanding stock or other securities of the Corporation the right to exercise
such rights and/or cause the rights held by such holder to become void;

    (e)  Provisions which permit the Corporation to redeem such rights; and

    (f)  The appointment of a rights agent with respect to such rights.

                                  ARTICLE VI
    In furtherance and not in limitation of the powers conferred upon it by
law, the Board of Directors is expressly authorized to adopt, repeal, alter or
amend the By-laws of the Corporation by the vote of a majority of the entire
Board of Directors.  In addition to any requirements of law and any other
provision of this Restated Certificate of Incorporation, the stockholders of
the Corporation may adopt, repeal, alter or amend any provision of the By-laws
upon the affirmative vote of the holders of 75% or more of the combined voting
power of the then outstanding stock of the Corporation entitled to vote
generally in the election of directors. 

                                  ARTICLE VII

    Section 1.  The business and affairs of the Corporation shall be managed
by or under the direction of its Board of Directors, which may exercise all
such powers of the Corporation and do all such lawful acts and things as are
not by law or by this Restated Certificate of Incorporation directed or
required to be exercised or done by the stockholders.

    Section 2.  The number of directors constituting the initial Board of
Directors shall be five, and thereafter the number of directors shall be fixed
from time to time by resolution of the Board of Directors pursuant to the
By-laws of the Corporation, but shall not be more than fifteen.  The Board of
Directors shall be divided into three classes, designated Classes I, II and
III, which shall be as nearly equal in number as possible.  Directors of
Class I shall be elected to hold office for a term expiring at the annual
meeting of stockholders to be held in 1995; directors of Class II shall be
elected to hold office for a term expiring at the annual meeting of
stockholders to be held in 1996; and directors of Class III shall be elected
to hold office for a term expiring at the annual meeting of stockholders to be
held in 1997.  At each succeeding annual meeting of stockholders following
such initial classification and election, the respective successors of each
class shall be elected for three-year terms.  The holders of a majority of the
shares then entitled to vote at an election of directors may remove any
director or the entire Board of Directors, but only for cause.

    Section 3.  Advance notice of nominations for elections for the election
of directors shall be given in the manner and to the extent provided in the
By-laws of the Corporation.

                                  ARTICLE VIII

    Section 1.  A director shall not be personally liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that this provision shall not eliminate or limit the
liability of a director (i) for any breach of his duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of the law,
(iii) under Section 174 of the General Corporation Law of the State of
Delaware or (iv) for any transaction from which the director derives an
improper personal benefit.  If the General Corporation Law of the State of
Delaware is amended after the filing of this Restated Certificate of
Incorporation to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of a director of the
Corporation shall be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended.

    Section 2.  Any repeal or modification of the foregoing paragraph by the
stockholders of the Corporation shall not adversely affect any right or
protection of a director or the Corporation existing at the time of such
repeal or modification.

                                  ARTICLE IX

    Section 1.  Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (hereinafter a
"proceeding"), by reason of the fact that he or she, or a person of whom he or
she is the legal representative, is or was a director or officer of the
Corporation or is or was serving at the request of the Corporation as a
director or officer of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee
benefit plan (hereinafter an "indemnitee"), whether the basis of such
proceeding is alleged action or omission in an official capacity as a director
or officer or in any other capacity while serving as a director or officer,
shall be indemnified and held harmless by the Corporation to the fullest
extent authorized by the General Corporation Law of the State of Delaware, as
the same exists or may hereafter be amended (but, in the case of any such
amendment, only to the extent that such amendment permits the Corporation to
provide broader indemnification rights than permitted prior thereto), against
all expense, liability and loss (including, without limitation, attorneys'
fees, judgments, fines, excise taxes or penalties and amounts paid or to be
paid in settlement) incurred or suffered by such indemnitee in connection
therewith, and such indemnification shall continue with respect to an
indemnitee who has ceased to be a director or officer and shall inure to the
benefit of the indemnitee's heirs, executors and administrators; provided,
however, that, except as provided in Section 2 of this Article IX with respect
to proceedings to enforce rights to indemnification, the Corporation shall
indemnify any such indemnitee in connection with a proceeding initiated by
such indemnitee only if such proceeding was authorized by the Board of
Directors of the Corporation.  The right to indemnification conferred in this
Article IX shall be a contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any such proceeding in
advance of its final disposition (hereinafter an "advancement of expenses");
provided, further, that, if required by the General Corporation Law of the
State of Delaware, an advancement of expenses incurred by an indemnitee shall
be made only upon delivery to the Corporation of an undertaking (hereinafter,
an "undertaking"), by or on behalf of such indemnitee, to repay all amounts so
advanced if it shall ultimately be determined by final judicial decision from
which there is no further right to appeal (hereinafter, a "final
adjudication") that such indemnitee is not entitled to be indemnified for such
expenses under this Article IX or otherwise.

    Section 2.  If a claim under Section 1 of this Article IX is not paid in
full by the Corporation within 60 days after a written claim has been received
by the Corporation (except in the case of a claim for an advancement of
expenses, in which case the applicable period shall be 20 days), the
indemnitee may at any time thereafter bring suit against the Corporation to
recover the unpaid amount of the claim.  If successful in whole or in part in
any such suit, the indemnitee shall also be entitled to be paid the expense of
prosecuting or defending such suit.  In (i) any suit brought by the indemnitee
to enforce a right to indemnification hereunder (but not in a suit brought by
the indemnitee to enforce a right to an advancement of expenses), it shall be
a defense that, and (ii) in any suit brought by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking, the
Corporation shall be entitled to recover such expenses upon a final
adjudication that, the indemnitee has not met the applicable standard of
conduct set forth in the General Corporation Law of the State of Delaware. 
Neither the failure of the Corporation (including its Board of Directors,
independent legal counsel or its stockholders) to have made a determination
prior to the commencement of such suit that indemnification of the indemnitee
is proper in the circumstances because the indemnitee has met the applicable
standard of conduct set forth in the General Corporation Law of the State of
Delaware nor an actual determination by the Corporation (including its Board
of Directors, independent legal counsel, or its stockholders) that the
indemnitee has not met the applicable standard of conduct shall create a
presumption that the indemnitee has not met the applicable standard of conduct
or, in the case of such a suit brought by the indemnitee, be a defense to such
suit.  In any suit brought by the indemnitee to enforce a right to
indemnification or to an advancement of expenses hereunder or by the
Corporation to recover an advancement of expenses pursuant to the terms of an
undertaking, the burden of proving that the indemnitee is not entitled under
this Article IX or otherwise to be indemnified, or to such advancement of
expenses, shall be on the Corporation.

    Section 3.  The rights to indemnification and to the advancement of
expenses conferred in this Article IX shall not be exclusive of any other
right which any person may have or hereafter acquire under this Restated
Certificate of Incorporation or any bylaw, contract, agreement, vote of
stockholders or disinterested directors or otherwise.

    Section 4.  The Corporation may maintain insurance, at its expense, to
protect itself and any indemnitee against any expense, liability or loss,
whether or not the Corporation would have the power to indemnify such person
against such expense, liability or loss under the General Corporation Law of
the State of Delaware.

    Section 5.  The Corporation may, to the extent authorized from time to
time by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article IX or as otherwise permitted
under the General Corporation Law of the State of Delaware with respect to the
indemnification and advancement of expenses of directors and officers of the
Corporation.

                                  ARTICLE X

    A director of the Corporation, in determining what he reasonably believes
to be in the best interests of the Corporation, shall consider the interests
of the Corporation's stockholders and, in his discretion, may consider any of
the following:

    (a)  The interests of the Corporation's employees, independent
contractors, agents, suppliers, creditors and customers;

    (b)  The economy of the nation;

    (c)  Community and societal interests; and

    (d)  The long-term as well as short-term interests of the Corporation and
its stockholders, including the possibility that these interests may be best
served by the continued independence of the Corporation.

                                  ARTICLE XI

    Election of directors at an annual or special meeting of stockholders need
not be by written ballot unless the By-laws of the Corporation shall so
provide.

                                  ARTICLE XII

    Cumulative voting for the election of directors shall not be permitted.

                                  ARTICLE XIII

    Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
stockholders of the Corporation, and the ability of the stockholders to
consent in writing to the taking of any action is hereby specifically denied. 
The foregoing sentence shall take effect on the day following the date on
which the Corporation first has more than twenty-five stockholders of record. 
Except as otherwise required by law, special meetings of stockholders of the
Corporation may be called only by the Chairman of the Board, the Board of
Directors pursuant to a resolution approved by a majority of the entire Board
of Directors, by the President or as otherwise provided in the By-laws of the
Corporation.

                                  ARTICLE XIV

    The vote of stockholders of the Corporation required to approve Business
Combinations (as hereinafter defined) shall be as set forth in this
Article XIV.

    Section 1.  In addition to any affirmative vote required by law or by this
Restated Certificate of Incorporation, and except as otherwise expressly
provided in Section 3 of this Article XIV:

        (a)  any merger or consolidation of the Corporation with (i) any
Interested Stockholder or (ii) any other corporation (whether or not itself an
Interested Stockholder) which is, or after such merger or consolidation would
be, an Affiliate or Associate of an Interested Stockholder;

        (b)  any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder or any Affiliate or Associate of any Interested
Stockholder of (i) all or substantially all the assets of the Corporation or
(ii) assets of the Corporation or any of its Subsidiaries representing in the
aggregate more than 75% of the total value of the assets of the Corporation
and its consolidated Subsidiaries as reflected on the most recent consolidated
balance sheet of the Corporation and its consolidated Subsidiaries prepared in
accordance with generally accepted accounting principles then in effect;

        (c)  any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or a series of transactions) to or with any
Interested Stockholder or any Affiliate or Associate of any Interested
Stockholder of any assets of the Corporation or of any Subsidiary having an
aggregate Fair Market Value of $10,000,000 or more, but less than the amount
referred to in clause (ii) of paragraph (b) of this Section 1 or (ii) any
merger or consolidation of any Subsidiary of the Corporation having assets
with an aggregate Fair Market Value of $10,000,000 or more in a transaction
not covered by paragraph (b) of this Section 1 with (x) any Interested
Stockholder or (y) any other corporation (whether or not itself an Interested
Stockholder) which is, or after such merger or consolidation would be, an
Affiliate or Associate of an Interested Stockholder;

        (d)  the issuance or transfer by the Corporation or any Subsidiary (in
one transaction or a series of transactions) to any Interested Stockholder or
any Affiliate or Associate of any Interested Stockholder of any securities of
the Corporation or any Subsidiary in exchange for cash, securities or other
property (or a combination thereof) having an aggregate Fair Market Value of
$10,000,000 or more, other than the issuance of securities upon the conversion
of convertible securities of the Corporation or any Subsidiary which were not
acquired by such Interested Stockholder (or such Affiliate or Associate) from
the Corporation or a Subsidiary;

        (e)  The adoption of any plan or proposal for the liquidation or
dissolution of the Corporation proposed by or on behalf of any Interested
Stockholder or any Affiliate or Associate of any Interested Stockholder; or

        (f)  any reclassification of securities (including any reverse stock
split) or recapitalization of the Corporation, or any merger or consolidation
of the Corporation with any of its Subsidiaries or any other transaction
(whether or not with or into or otherwise involving any Interested
Stockholder), which in any such case has the effect, directly or indirectly,
of increasing the proportionate share of the outstanding shares of any class
or series of stock or securities convertible into stock of the Corporation or
any Subsidiary which is directly or indirectly beneficially owned by any
Interested Stockholder or any Affiliate or Associate of any Interested
Stockholder shall not be consummated without (i) the affirmative vote of the
holders of at least 75% of the combined voting power of the then outstanding
shares of stock of all classes and series of the Corporation entitled to vote
generally in the election of directors (the "Voting Stock") and (ii) the
affirmative vote of a majority of the combined voting power of the then
outstanding shares of Voting Stock held by Disinterested Stockholders, in each
case voting together as a single class.  Such affirmative vote shall be
required notwithstanding the fact that no vote may be required, or that a
lesser percentage may be specified, by law or by this Restated Certificate of
Incorporation or by a registered securities association or in any agreement
with any national securities exchange or otherwise.

    Section 2.  The term "Business Combination" as used in this Article XIV
shall mean any transaction which is referred to in any one or more of
paragraphs (a) through (f) of Section 1 of this Article XIV.

    Section 3.  The provisions of Section 1 of this Article XIV shall not be
applicable to any particular Business Combination, and such Business
Combination shall require only such affirmative vote as is required by law and
any other provision of this Restated Certificate of Incorporation, if all the
conditions specified in any of the following paragraphs (a), (b) or (c) are
met:

        (a)  such Business Combination shall have been approved by a majority
of the Disinterested Directors and (ii) the Interested Stockholder involved in
such Business Combination (x) acquired such status as an Interested
Stockholder in a manner substantially consistent with an agreement or
memorandum of understanding approved by the Board of Directors (including a
majority of the Disinterested Directors) prior to the time such Interested
Stockholder became an Interested Stockholder and (y) has complied with all
requirements imposed by such agreement or memorandum of understanding; or

        (b)  in the case of any Business Combination described in
paragraph (a) or (f) of Section 1 of this Article XIV, (i) such Business
Combination shall have been approved by a majority of the Disinterested
Directors, (ii) such Business Combination shall not have resulted, directly or
indirectly, in an increase of more than 10% in the total amount of shares of
any class or series of stock or securities convertible into stock of the
Corporation or any Subsidiary which was directly or indirectly beneficially
owned by an Interested Stockholder and all Affiliates and Associates of such
Interested Stockholder at the time of the approval of such Business
Combination by a majority of the Disinterested Directors and (iii) such
Business Combination shall not have been consummated within a period of two
years after the consummation of any other Business Combination described in
paragraph (a), (b), (c), (d), (e) or (f) of Section 1 of this Article XIV
(whether or not such other Business Combination shall have been approved by a
majority of the Disinterested Directors) which had the effect, directly or
indirectly, of increasing the proportionate share of the outstanding shares of
any class or series of stock or securities convertible into stock of the
Corporation or any Subsidiary which was directly or indirectly beneficially
owned by such Interested Stockholder or any Affiliate or Associate of such
Interested Stockholder; or

        (c)  in the case of any Business Combination described in
paragraph (c) or (d) of Section 1 of this Article XIV, such Business
Combination shall have been approved by a majority of the Disinterested
Directors.

    Section 4.  For the purposes of this Article XIV:

        (a)  A "person" shall mean any individual, group, firm, corporation,
partnership, trust or other entity.

        (b) "Interested Stockholder" shall mean any person (other than the
Corporation, any Subsidiary and other than any group consisting of the
directors and officers of the Corporation which may be deemed to be a group
solely by reason of each of them being directors or officers of the
Corporation or members of a slate proposed by the Corporation as directors)
who or which:

            (1)  is the beneficial owner, directly or indirectly, of 10% or
more of the combined voting power of the then outstanding shares of Voting
Stock; or

            (2)  is an Affiliate of the Corporation and at any time within the
two-year period immediately prior to the date in question was the beneficial
owner, directly or indirectly, of 10% or more of the combined voting power of
the then outstanding shares of Voting Stock; or

            (3)  is an assignee of or has otherwise succeeded to the
beneficial ownership of any shares of Voting Stock which were at any time
within the two-year period immediately prior to the date in question
beneficially owned by any Interested Stockholder, if such assignment or
succession shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933.
        (c)  "Disinterested Stockholder" shall mean a stockholder of the
Corporation who is not an Interested Stockholder or an Affiliate or an
Associate of an Interested Stockholder.

        (d)  a person shall be a "beneficial owner" of any Voting Stock:

            (1)  which such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or

            (2)  which such person or any of its Affiliates or Associates has
(a) the right to acquire (whether such right is exercisable immediately or
only after the passage of time) pursuant to any agreement, arrangement or
understanding or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise or (b) the right to vote or to direct the
vote pursuant to any agreement, arrangement or understanding; or

            (3)  which are beneficially owned, directly or indirectly, by any
other person with which such person or any of its Affiliates or Associates has
any agreement, arrangement or understanding for the purpose of acquiring,
holding, voting or disposing of any shares of Voting Stock.

        (e)  For the purposes of determining whether a person is an Interested
Stockholder pursuant to paragraph (b) of this Section 4, the number of shares
of Voting Stock deemed to be outstanding shall include shares deemed owned by
such person through application of paragraph (d) of this Section 4 but shall
not include any other shares of Voting Stock which may be issuable to other
persons pursuant to any agreement, arrangement or understanding or upon
exercise of conversion rights, exchange rights, warrants or options or
otherwise.

        (f) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as in effect on February 1, 1993.

        (g) "Subsidiary" shall mean any Corporation more than 50% of whose
outstanding stock having ordinary voting power in the election of directors is
owned by the Corporation, by a Subsidiary or by the Corporation and one or
more Subsidiaries; provided, however, that for the purposes of the definition
of Interested Stockholder set forth in paragraph (b) of this Section 4, the
term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned by the Corporation, by a Subsidiary or by
the Corporation and one or more Subsidiaries.

        (h) "Disinterested Director" means any member of the Board of
Directors of the Corporation who is unaffiliated with, and not a nominee of,
the Interested Stockholder and was a member of the Board of Directors prior to
the time that the Interested Stockholder became an Interested Stockholder, and
any successor of a Disinterested Director who is unaffiliated with, and not a
nominee of, the Interested Stockholder and who is recommended to succeed a
Disinterested Director by a majority of Disinterested Directors then on the
Board of Directors.

        (i) "Fair Market Value" means: (1) in the case of stock, the highest
closing sale price during the 30-day period immediately preceding the date in
question of a share of such stock on the New York Stock Exchange Composite
Tape or, if such stock is not quoted on the Composite Tape, on the New York
Stock Exchange or, if such stock is not listed on such Exchange, on the
principal United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed or, if such stock is not
listed on any such exchange, the highest closing sales price or bid quotation
with respect to a share of such stock during the 30-day period preceding the
date in question on the National Association of Securities Dealers, Inc.
Automated Quotations System or any system then in use or, if no such
quotations are available, the fair market value on the date in question of a
share of such stock as determined by a majority of the Disinterested Directors
in good faith; and (2) in the case of stock of any class or series which is
not traded on any securities exchange or in the over-the-counter market or in
the case of property other than cash or stock, the fair market value of such
stock or property, as the case may be, on the date in question as determined
by a majority of the Disinterested Directors in good faith.

    Section 5.  A majority of the Disinterested Directors of the Corporation
shall have the power and duty to determine, on the basis of information known
to them after reasonable inquiry, all facts necessary to determine compliance
with this Article XIV, including, without limitation, (a) whether a person is
an Interested Stockholder, (b) the number of shares of Voting Stock
beneficially owned by any person, (c) whether a person is an Affiliate or
Associate of another person, (d) whether the requirements of Section 3 of this
Article XIV have been met with respect to any Business Combination and
(e) whether the assets which are the subject of any Business Combination have,
or the consideration to be received for the issuance or transfer of securities
by the Corporation or any Subsidiary in any Business Combination has, (i) an
aggregate Fair Market Value of $10,000,000 or more or (ii) represent in the
aggregate more than 75% of the total value of the assets of the Corporation
and its consolidated Subsidiaries prepared in accordance with generally
accepted accounting principles then in effect; and the good faith
determination of a majority of the Disinterested Directors on such matters
shall be conclusive and binding for all purposes of this Article XIV.

    Section 6.  Nothing contained in this Article XIV shall be construed to
relieve an Interested Stockholder from any fiduciary obligation imposed by
law.

                                  ARTICLE XV

    The Corporation reserves the right at any time and from time to time to
amend, alter, change or repeal any provision contained in this Restated
Certificate of Incorporation, and any other provisions authorized by the laws
of the State of Delaware at the time in force may be added or inserted, in the
manner now or hereafter prescribed herein or by applicable law, and all
rights, preferences and privileges of whatsoever nature conferred upon
stockholders, directors or any other persons whomsoever by and pursuant to
this Restated Certificate of Incorporation in its present form or as hereafter
amended are granted subject to the right reserved in this Article XV;
provided, however, that any amendment or repeal of Article VIII or Article IX
of this Restated Certificate of Incorporation shall not adversely affect any
right or protection existing hereunder immediately prior to such amendment or
repeal; and provided, further, that Articles V, VI, VII, VIII, IX, X, XII,
XIII, XIV and XV of this Restated Certificate of Incorporation shall not be
amended, altered, changed or repealed without the affirmative vote of the
holders of at least 75% of the then outstanding stock of the Corporation
entitled to vote generally in the election of directors.
<PAGE>
    IN WITNESS WHEREOF, the undersigned, President and Chief Executive Officer
and Secretary of AMCON Distributing Company, hereby further certify that the
facts hereinabove stated are true and that the execution hereof is their
voluntary act and deed and the voluntary act and deed of said Corporation,
under penalties of perjury.

    DATED this 19th day of March, 1998.


                       AMCON DISTRIBUTING COMPANY



                       By: /s/ Kathleen M. Evans
                           ----------------------- 
                               Kathleen M. Evans, President and 
                                 Chief Executive Officer




Attest:


By: /s/ Michael D. James
    -------------------------
        Michael D. James, Secretary