UNITED STATES
                       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 28, 2002

                                      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)

                              7405 Irvington Road
                                Omaha, NE 68122
                   (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 3,112,962 shares of its $.01 par value common stock
outstanding as of July 31, 2002.



                                                                Form 10-Q
                                                               3rd Quarter


                                INDEX
                               -------

                                                                        PAGE
                                                                        ----
PART I -  FINANCIAL INFORMATION

Item 1.   Condensed Consolidated Financial Statements:
          --------------------------------------------
          Condensed consolidated balance sheets at
          June 2002 and September 2001                                    3

          Condensed consolidated statements of operations
          for the three and nine-month periods ended
          June 2002 and 2001                                              4

          Condensed consolidated statements of cash flows
          for the nine-month periods ended June 2002 and 2001             5

          Notes to unaudited condensed consolidated
          financial statements                                            6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                  14

Item 3.   Quantitative and Qualitative Disclosures About Market Risk     26


PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K                               27











                                     2


PART I -  FINANCIAL INFORMATION
Item 1.   Condensed Consolidated Financial Statements
<TABLE>
<Caption>
                               AMCON Distributing Company and Subsidiaries
                                 Condensed Consolidated Balance Sheets
                                      June 2002 and September 2001
----------------------------------------------------------------------------------------
                                                         (Unaudited)
                                                          June 2002       September 2001
                                                        ------------      --------------
<S>                                                         <C>                <C>
                  ASSETS
Current assets:
  Cash                                                  $    526,405       $    296,940
  Accounts receivable, less allowance for doubtful
    accounts of $0.7 million and $0.6 million,
    respectively                                          32,573,856         31,773,232
  Inventories                                             38,490,399         29,814,545
  Income tax receivable                                      286,048          1,713,644
  Deferred income taxes                                    1,419,433          1,419,432
  Current assets from discontinued operations                      -            173,273
  Other                                                      710,429            336,850
                                                        ------------       ------------
          Total current assets                            74,006,570         65,527,916

Fixed assets, net                                         16,879,437         14,687,665
Notes receivable                                                   -          1,604,483
Available-for-sale investments                               716,685            789,862
Equity investment in unconsolidated affiliate                      -            287,065
Other assets                                              18,546,782         16,300,331
                                                        ------------       ------------
                                                        $110,149,474       $ 99,197,322
                                                        ============       ============
       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                      $ 19,596,561       $ 16,240,541
  Accrued expenses                                         4,443,681          4,892,211
  Accrued wages, salaries, bonuses                         1,768,045          1,046,832
  Dividends payable                                           11,207                  -
  Current liabilities of discontinued operations           1,540,695          1,353,017
  Current portion of long-term debt                       17,357,697          6,189,683
  Current portion of subordinated debt                     1,695,535          1,858,890
                                                        ------------       ------------
          Total current liabilities                       46,413,421         31,581,174
                                                        ------------       ------------

Deferred income taxes                                        533,655            633,316
Non-current liabilities of discontinued operations           271,887          1,195,705
Long-term debt, less current portion                      37,171,401         42,112,140
Subordinated debt, less current portion                    9,612,537         10,312,028
Other liabilities                                             41,380                  -

Commitments and contingencies

Shareholders' equity:
  Preferred stock, $.01 par value, 1,000,000
    shares authorized, none outstanding                            -                  -
  Common stock, $.01 par value, 15,000,000
    shares authorized, 3,112,962 and 2,739,184
    issued, respectively                                      31,130             27,392
  Additional paid-in capital                               5,851,583          4,125,127
  Accumulated other comprehensive income,
    net of tax of $0.3 million and $0.2 million,
    respectively                                             379,076            404,362
  Retained earnings                                        9,843,404          8,806,078
                                                        ------------       ------------
          Total shareholders' equity                      16,105,193         13,362,959
                                                        ------------       ------------
                                                        $110,149,474       $ 99,197,322
                                                        ============       ============


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

</TABLE>


                                     3


<TABLE>
<CAPTION>
                                    AMCON Distributing Company and Subsidiaries
                                  Condensed Consolidated Statements of Operations
                               for the three and nine-months ended June 2002 and 2001
                                                  (Unaudited)
----------------------------------------------------------------------------------------------------------
                                                  For the three months            For the nine months
                                                       ended June                      ended June
                                             -----------------------------   -----------------------------
                                                 2002            2001            2002            2001
                                             -------------   -------------   -------------   -------------
<S>                                               <C>             <C>            <C>            <C>
Sales (including excise taxes of
  $42.7 million and $26.3 million, and
  $119.5 million and $59.2 million,
  respectively)                              $ 218,732,361   $ 152,552,873   $ 623,045,508   $ 353,844,864

Cost of sales                                  202,677,900     140,331,670     577,650,180     321,497,768
                                             -------------   -------------   -------------   -------------
     Gross profit                               16,054,461      12,221,203      45,395,328      32,347,096
                                             -------------   -------------   -------------   -------------
Selling, general and administrative
  expenses                                      12,873,782      10,800,560      37,986,850      28,235,894
Depreciation and amortization                      743,610         644,967       2,197,531       1,760,820
                                             -------------   -------------   -------------   -------------
                                                13,617,392      11,445,527      40,184,381      29,996,714
                                             -------------   -------------   -------------   -------------

     Income from operations                      2,437,069         775,676       5,210,947       2,350,382
                                             -------------   -------------   -------------   -------------
Other expense (income):
  Interest expense                               1,219,074         765,620       3,126,332       2,112,936
  Other                                           (158,669)       (125,000)       (233,280)       (173,224)
  Equity in loss of unconsolidated affiliate             -          38,042          95,007          38,042
                                             -------------   -------------   -------------   -------------
                                                 1,060,405         678,662       2,988,059       1,977,754
                                             -------------   -------------   -------------   -------------

Income from continuing operations
  before income taxes                            1,376,664          97,014       2,222,888         372,628

Income tax expense                                 534,071          52,396         899,217         155,752
                                             -------------   -------------   -------------   -------------

Income from continuing operations                  842,593          44,618       1,323,671         216,876

Loss from discontinued operations,
  net of income tax benefit of $551,298                  -               -              -         (894,435)

Loss on disposal of discontinued
  operations, net of income tax benefit
  of $411,350                                            -               -              -         (675,416)
                                             -------------   -------------   -------------   -------------

Net income (loss)                            $     842,593   $      44,618   $   1,323,671   $  (1,352,975)
                                             =============   =============   =============   =============

Basic earnings (loss) per share:
  Continuing operations                      $        0.27   $        0.02   $        0.44   $        0.08
  Discontinued operations                                -               -               -           (0.57)
                                             -------------   -------------   -------------   -------------
  Net basic earnings (loss) per share        $        0.27   $        0.02   $        0.44   $       (0.49)
                                             =============   =============   =============   =============

Diluted earnings (loss) per share:
  Continuing operations                      $        0.26   $        0.02   $        0.43   $        0.08
  Discontinued operations                                -               -               -           (0.57)
                                             -------------   -------------   -------------   -------------
  Net diluted earnings (loss) per share      $        0.26   $        0.02   $        0.43   $       (0.49)
                                             =============   =============   =============   =============

Dividends per share                          $        0.03   $        0.03   $        0.09   $        0.09
                                             =============   =============   =============   =============

Weighted average shares outstanding:
  Basic                                          3,112,962       2,738,231       3,004,852       2,737,983
  Diluted                                        3,190,232       2,831,433       3,078,883       2,826,207


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

</TABLE>


                                     4




<TABLE>
<Caption>

                     AMCON Distributing Company and Subsidiaries
                   Condensed Consolidated Statements of Cash Flows
                    for the nine months ended June 2002 and 2001
                                    (Unaudited)
---------------------------------------------------------------------------------
                                                         2002            2001
                                                     ------------    ------------
<S>                                                       <C>           <C>
Net cash flows from operating activities             $ (3,757,013)   $ 13,983,622
                                                     ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of fixed assets                            (1,962,021)     (1,220,207)
  Advances under note receivable                                -        (900,000)
  Purchase of common stock in HNWC                              -        (300,000)
  Proceeds from sales of fixed assets                      65,082           1,350
  Proceeds from sale of available for
   sale securities                                        140,142               -
  Proceeds from disposal of discontinued
   operations, net of cash expenditures                         -       8,200,641
  Acquisitions, net of cash acquired                            -     (36,344,144)
                                                     ------------    ------------

  Net cash flows from investing activities             (1,756,797)    (30,562,360)
                                                     ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                   -        720,000
  Proceeds from bank credit agreement
   for acquisition                                               -     36,344,144
  Net payments on bank credit agreement                 7,105,271     (16,141,430)
  Payments on long-term debt and
   subordinated debt                                   (1,087,182)     (3,354,289)
  Payment of debt issue costs                                   -        (305,846)
  Dividends paid                                         (275,139)       (246,429)
  Proceeds from exercise of stock options                     325           1,141
  Purchase of treasury stock                                    -             (85)
                                                     ------------    ------------
  Net cash flows from  financing  activities            5,743,275      17,017,206
                                                     ------------    ------------

Net increase in cash                                      229,465         438,468

Cash, beginning of period                                 296,940         613,158
                                                     ------------    ------------

Cash, end of period                                  $    526,405    $  1,051,626
                                                     ============    ============


SUPPLEMENTAL NONCASH INFORMATION:
  Business combinations:
   Fair value of assets acquired                     $  6,013,978    $          -
   Liabilities assumed                               $  3,157,087    $          -





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

</TABLE>




                                    5




                AMCON Distributing Company and Subsidiaries
         Notes to Unaudited Condensed Consolidated Financial Statements
                            June 2002 and 2001

----------------------------------------------------------------------------

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND BASIS OF PRESENTATION:

The accompanying unaudited condensed consolidated financial statements
include the accounts of AMCON Distributing Company and its subsidiaries
("AMCON" or the "Company").  All significant intercompany transactions and
balances have been eliminated in consolidation.  In the opinion of
management, the accompanying unaudited condensed consolidated financial
statements contain all adjustments necessary to fairly present the financial
information included therein, such adjustments consisting 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 2001, which are included in the Company's Annual
Report to Shareholders filed with Form 10-K ("2001 Annual Report").  Results
for the interim period are not necessarily indicative of results to be
expected for the entire year.  As more fully described in the Company's 2001
Annual Report, the Company completed the sale of its health food distribution
business effective March 23, 2001.  As a result, the Company's fiscal 2001
results have been restated to reflect the health food distribution business
as discontinued operations.  Additionally, as more fully described in Note 2
to the unaudited condensed consolidated financial statements, the Company
completed the acquisition of Hawaiian Natural Water Company, Inc. ("HNWC")on
December 17, 2001 and Merchants Wholesale, Inc. ("Merchants") on June 1,
2001.

AMCON's fiscal third quarters ended on June 28, 2002 and June 29, 2001.  For
convenience, the fiscal quarters have been indicated herein as June 2002 and
2001, respectively.  Each three and each nine-month period ended comprised 13
weeks and 39 weeks, respectively.

RECLASSIFICATIONS

In accordance with guidance provided in Emerging Issues Task Force No. 00-25,
"Vendor Income Statement Characterization of Consideration Paid to a Reseller
of the Vendor's Product," the Company has reflected the costs associated with
sales incentives provided to retailers as a reduction in sales beginning in
the first quarter of fiscal 2002.  The reclassification for the three and
nine-months ended June 2001 totaled approximately $1.1 million and $2.1
million, respectively.  These costs were previously included in cost of
sales.  This reclassification had no impact on reported income from
continuing operations before taxes, net income or income per share amounts.


2.  ACQUISITIONS OF BUSINESSES:

On December 17, 2001, the Company completed a merger with HNWC, pursuant to
which HNWC merged with and into, and thereby became, a wholly-owned
subsidiary of AMCON Distributing Company.  The merger consideration valued
the entire common equity interest in HNWC at approximately $2.9 million,
which was paid in cash of $0.8 million during fiscal 2001 and in common stock
of the Company valued at $2.1 million.  Each share of HNWC stock was
convertible into 0.052 shares of AMCON common stock.  As a result, the
Company issued 373,558 shares of its common stock to outside HNWC
shareholders, representing 12.0% of the Company's outstanding shares after
giving effect to the merger.  HNWC option holders and warrant holders also
received comparable options and warrants of the Company, but with the
exercise price and number of shares covered thereby being adjusted to reflect
the exchange ratio.

Transaction costs, totaling approximately $0.3 million, were incurred to
complete the merger and consist primarily of fees and expenses for bankers,
attorneys and accountants, SEC filing fees, stock exchange listing fees and
financial printing and other related charges.

                                     6


The merger is expected to qualify as a tax-free reorganization and has been
recorded on the Company's books using the purchase method of accounting.
The purchase price was allocated to the assets acquired and liabilities
assumed based on their estimated fair values.  The portion of the purchase
price in excess of the fair value of the net assets acquired to be allocated
to other identifiable assets is approximately $3.4 million.  The identifiable
intangible asset, the HNWC trade name, is being amortized over 20 years.

Although the amounts are subject to change based on evaluations performed
subsequently, the final purchase price allocation is not expected to
materially differ from those recorded on the accompanying unaudited
condensed, consolidated balance sheet.

On June 1, 2001, the Company completed the acquisition of substantially all
of the distribution business and net assets of Merchants.  The transaction
has been recorded on the Company's books using the purchase method of
accounting.  For further details of this transaction, please see Note 2 to
the audited consolidated financial statements contained in the Company's 2001
Annual Report.

Assuming the above acquisitions had occurred on October 1, 2001 and 2000,
unaudited pro forma consolidated sales, net income (loss) from continuing
operations, net income (loss) and net earnings (loss) per share for the three
and nine months ended June 2002 and 2001, respectively, would have been as
follows:

<TABLE>
<Caption>

                                         Three months ended             Nine months ended
                                    ----------------------------  ----------------------------
                                      June 2002      June 2001      June 2002      June 2001
                                    -------------  -------------  -------------  -------------
<S>                                      <C>            <C>            <C>            <C>

Sales                               $ 218,732,361  $ 238,114,146  $ 623,531,842  $666,405,713
Net income (loss) from continuing
  operations                        $     842,593  $     (48,966) $   1,068,128  $ (1,402,544)
Net income (loss)                   $     842,593  $     (48,966) $   1,068,128  $ (2,972,395)
Net earnings (loss) per share:
  Basic                             $        0.27  $       (0.02) $        0.36  $      (0.45)
  Diluted                           $        0.26  $       (0.02) $        0.35  $      (0.45)


Weighted average shares outstanding:
  Basic                                 3,112,962      3,111,789      3,004,852     3,111,541
  Diluted                               3,190,232      3,204,991      3,078,883     3,199,765

</TABLE>


3.  INVENTORIES:

The wholesale distribution segment inventories consist of finished products
purchased in bulk quantities to be redistributed to the Company's customers
and are stated at the lower of cost (last-in, first-out or "LIFO" method) or
market.  The retail health food operations utilize the retail LIFO inventory
method of accounting stated at the lower of cost or market.  The bottled
spring water operation's inventories are stated at the lower of cost (LIFO)
or market and consist of raw materials and finished goods.  Raw materials
inventory consists of pre-forms used to make bottles, caps, labels and
various packaging and shipping materials.  Finished goods inventory includes
materials, labor and manufacturing overhead costs.  LIFO inventories at June
2002 and 2001 were approximately $4.5 million and $3.9 million less than the
amount of such inventories valued on a first-in, first-out basis,
respectively.


4.  DIVIDENDS:

The Company paid cash dividends totaling $0.03 per share and $0.09 per share
during the three months and nine months ended June 2002, respectively.


                                     7


5.  EARNINGS (LOSS) PER SHARE:

Basic earnings (loss) per share is calculated by dividing income (loss) from
continuing operations, income (loss) from discontinued operations and net
income (loss) by the weighted average common shares outstanding for each
period.  Diluted earnings (loss) per share is calculated by dividing income
(loss)from continuing operations, income (loss) from discontinued operations
and net income (loss) by the sum of the weighted average common shares
outstanding and the weighted average dilutive options, using the treasury
stock method.  Stock options outstanding at June 2002 and 2001, which were
not included in the computations of diluted earnings per share because the
option's exercise price was greater than the average market price of the
Company's common shares, totaled 145,390 with an average exercise price of
$8.01 for the three and nine-month periods ended June 2002, and 172,380 with
an average exercise price of $7.25 for the three and nine-month periods ended
June 2001.

<TABLE>
<CAPTION>
                                              For the three-month period ended June
                                      -------------------------------------------------------
                                                 2002                         2001
                                      -------------------------     -------------------------
                                         Basic        Diluted          Basic        Diluted
                                      -----------   -----------     -----------   -----------
<S>                                       <C>           <C>             <C>           <C>
1.  Weighted average common
     shares outstanding                 3,112,962     3,112,962       2,738,242     2,738,242

2.  Weighted average treasury
     shares outstanding                         -             -             (11)          (11)

3.  Weighted average of net
     additional shares outstanding
     assuming dilutive options and
     warrants exercised and proceeds
     used to purchase treasury stock            -        77,270               -        93,202
                                      -----------   -----------     -----------   -----------
4.  Weighted average number of
     shares outstanding                 3,112,962     3,190,232       2,738,231     2,831,433
                                      ===========   ===========     ===========   ===========
5.  Income (loss) from
     continuing operations            $   842,593   $   842,593     $    44,618   $    44,618
                                      ===========   ===========     ===========   ===========
6.  Net income (loss)                 $   842,593   $   842,593     $    44,618   $    44,618
                                      ===========   ===========     ===========   ===========
7.  Earnings (loss) per share
     from continuing operations       $      0.27   $      0.26     $      0.02   $      0.02
                                      ===========   ===========     ===========   ===========
8.  Net earnings (loss) per share     $      0.27   $      0.26     $      0.02   $      0.02
                                      ===========   ===========     ===========   ===========
</TABLE>














                                               8



<TABLE>
<CAPTION>
                                                 For the nine-month period ended June
                                      -------------------------------------------------------
                                                 2002                         2001
                                      -------------------------     -------------------------
                                         Basic        Diluted          Basic        Diluted
                                      -----------   -----------     -----------   -----------
<S>                                       <C>           <C>             <C>           <C>
1.  Weighted average common
     shares outstanding                 3,004,852     3,004,852       2,737,988     2,737,988

2.  Weighted average treasury
     shares outstanding                         -             -              (5)           (5)

3.  Weighted average of net
     additional shares outstanding
     assuming dilutive options and
     warrants exercised and proceeds
     used to purchase treasury stock            -        74,031               -        88,224
                                      -----------   -----------     -----------   -----------
4.  Weighted average number of
     shares outstanding                 3,004,852     3,078,883       2,737,983     2,826,207
                                      ===========   ===========     ===========   ===========
5.  Income from
     continuing operations            $ 1,323,671   $ 1,323,671     $   216,876   $   216,876
                                      ===========   ===========     ===========   ===========
6.  Loss from
     discontinued operations          $         -   $         -     $  (894,435)  $  (894,435)
                                      ===========   ===========     ===========   ===========
7.  Loss on disposal of
     discontinued operations          $         -   $         -     $  (675,416)  $  (675,416)
                                      ===========   ===========     ===========   ===========

8.  Net income (loss)                 $ 1,323,671   $ 1,323,671     $(1,352,975)  $(1,352,975)
                                      ===========   ===========     ===========   ===========
9.  Earnings (loss) per share
     from continuing operations       $      0.44   $      0.43     $      0.08   $      0.08
                                      ===========   ===========     ===========   ===========
10. Loss per share from
     discontinued operations          $         -   $         -     $     (0.57)  $     (0.57)
                                      ===========   ===========     ===========   ===========
11. Net earnings (loss) per share     $      0.44   $      0.43     $     (0.49)  $     (0.49)
                                      ===========   ===========     ===========   ===========
</TABLE>


6.  COMPREHENSIVE INCOME (LOSS):

The following is a reconciliation of net income (loss) per the accompanying
unaudited condensed consolidated statements of operations to comprehensive
income (loss) for the periods indicated:

<TABLE>
<CAPTION>
                                          For the three months         For the nine months
                                               ended June                   ended June
                                       -------------------------    -------------------------
                                          2002          2001           2002          2001
                                       -----------   -----------    -----------   -----------
<S>                                        <C>           <C>            <C>           <C>
Net income (loss)                      $   842,593   $    44,618    $ 1,323,671   $(1,352,975)
Other comprehensive income:
 Unrealized holding gains (losses)
   arising from investments during the
   period, net of income tax (benefit)
   expense of $(64,000) $(10,000),
   $30,000, and $52,000 for the three
   and nine months ended June 2002
   and 2001 respectively                  (105,229)      (17,501)        52,821        86,188
Less reclassification adjustments for
   gains included in net
   income in prior periods                 (78,107)            -        (78,107)            -
                                       -----------   -----------    -----------   -----------
Comprehensive income (loss)            $   659,257   $    27,117   $  1,298,385   $(1,266,787)
                                       ===========   ===========    ===========   ===========

</TABLE>


                                    9



7.  DEBT

The Company maintains a revolving credit facility, referred to herein as the
"Facility," that allows the Company to borrow up to $55.0 million at any
time, subject to eligible accounts receivable and inventory requirements.
The interest rate on the facility is the bank's base rate, which is Prime.
The Facility contains covenants which, among other things, (i) restrict
permitted investments, (ii) restrict intercompany advances to HNWC, (iii)
restrict incurrence of additional debt, (iv) restrict mergers and
acquisitions and changes in business or conduct of business and (v) require
the maintenance of certain financial ratios and net worth levels including,
average annual debt service coverage ratio of 1.0 to 1.0, to be measured at
fiscal year end 2002 and quarterly thereafter, and minimum tangible net worth
of $7.0 million for fiscal year 2002.

At fiscal year end 2001, the Company was not in compliance with certain debt
covenants under the Facility.  As a result, in December 2001, the Company
received waivers to the debt covenant violations.  In addition, the financial
covenants were amended as reflected above.  After giving effect to the waiver
and amendments, the Company was in compliance with the covenants under the
Facility as of June 2002.  As of June 2002, the Company had borrowings
outstanding of approximately $44.7 million under the Facility.

In connection with the purchase of the Quincy, Illinois distribution business
in June 2001, the Company assumed an interest rate swap agreement with a
bank.  Under the agreement, the Company agrees to exchange, at specified
intervals, fixed interest amounts for variable interest amounts calculated by
reference to an agreed-upon notional principal amount of $25.0 million.  The
interest rate swap effectively converts $25.0 million of our variable-rate
senior debt to fixed-rate debt (before accounting for the impact of the
change in market value of the interest rate swap derivative financial
instrument) at a rate of 8.33%, through the maturity of the swap agreement on
May 27, 2003.  At June 2002, the swap instrument had a negative fair value of
approximately $1.0 million.

In January 2002, the Company negotiated a $1.5 million credit facility with a
bank, at the bank's base rate plus 1.0%, to be used to fund operating
activities at our natural spring water bottling operation in Hawaii, referred
to herein as the Water Facility.  In June 2002, the credit limit was
increased to $2.0 million.  As of June 2002, the outstanding balance under
the Water Facility was $1.9 million.  The Water Facility is guaranteed by the
Company's Chairman.

In June 2002, the Company renewed its $2.0 million credit facility with a
bank, at the bank's base rate plus 1.0%, to be used to fund the expansion and
remodeling of our retail health food stores, referred to herein as the Retail
Facility.  As of June 2002, there was no balance on the Retail Facility.

8.  BUSINESS SEGMENTS:

AMCON has three reportable business segments: the wholesale distribution of
consumer products, the retail sale of health and natural food products, and
the bottling, marketing and distribution of Hawaiian natural spring water.
The Company disposed of its health food distribution segment during the
second quarter of fiscal 2001. Prior period segment data has been restated to
conform to the current presentation.  The segments are evaluated on revenue,
operating income (loss) and income (loss) before taxes.






                                    10



<TABLE>
<CAPTION>
                                    Wholesale                       Bottled
                                  Distribution       Retail          Water      Consolidated
                                  -------------   ------------   ------------   -------------
<S>                                    <C>            <C>            <C>            <C>
QUARTER ENDED JUNE 2002:
External revenue:
 Cigarettes                       $ 164,602,322    $         -   $          -   $ 164,602,322
 Confectionery                       13,882,660              -              -      13,882,660
 Health food                                  -      8,065,582              -       8,065,582
 Tobacco, beverage & other           31,462,945              -        718,852      32,181,797
                                  -------------    -----------   ------------   -------------
  Total external revenue            209,947,927      8,065,582        718,852     218,732,361

Depreciation and amortization           349,463        376,473         17,674         743,610
Operating income (loss)               2,753,246         32,925       (349,102)      2,437,069
Interest expense                        865,695        290,617         62,762       1,219,074
Income (loss) before taxes            1,968,442       (313,552)      (278,226)      1,376,664
Total assets                         84,631,285     19,038,198      6,479,991     110,149,474
Capital expenditures                  1,036,430        57,347         214,839       1,308,616


QUARTER ENDED JUNE 2001:
External revenue:
 Cigarettes                       $ 110,311,979   $          -   $          -   $ 110,311,979
 Confectionery                       10,879,134              -              -      10,879,134
 Health food                                  -      8,271,094              -       8,271,094
 Tobacco, beverage & other           23,090,666              -              -      23,090,666
                                  -------------   ------------   ------------   -------------
  Total external revenue            144,281,779      8,271,094              -     152,552,873

Depreciation and amortization           246,302        398,665              -         644,967
Operating income (loss)               1,093,712       (318,036)             -         775,676
Interest expense                        369,146        396,474              -         765,620
Income (loss) before taxes              771,918       (636,862)       (38,042)         97,014
Total assets, excluding
 discontinued operations             82,181,582     20,523,255              -     102,704,837
Capital expenditures, excluding
 discontinued operations                 93,369        432,900              -         526,269


NINE MONTHS ENDED JUNE 2002:
External revenue:
 Cigarettes                       $ 471,633,774   $          -   $          -   $ 471,633,774
 Confectionery                       39,190,407              -              -      39,190,407
 Health food                                  -     23,668,614              -      23,668,614
 Tobacco, beverage & other           87,110,890              -      1,441,823      88,552,713
                                  -------------   ------------   ------------   -------------
  Total external revenue            597,935,071     23,668,614      1,441,823     623,045,508

Depreciation and amortization         1,023,422      1,127,100         47,009       2,197,531
Operating income (loss)               5,536,919        406,128       (732,100)      5,210,947
Interest expense                      2,038,386        963,775        124,171       3,126,332
Income (loss) before taxes            3,564,287       (662,031)      (679,368)      2,222,888
Total assets                         84,631,285     19,038,198      6,479,991     110,149,474
Capital expenditures                  1,431,215        167,557        363,249       1,962,021


NINE MONTHS ENDED JUNE 2001:
External revenue:
 Cigarettes                       $ 252,355,170   $          -   $          -   $ 252,355,170
 Confectionery                       24,338,927              -              -      24,338,927
 Health food                                  -     24,313,625              -      24,313,625
 Tobacco, beverage & other           52,837,142              -              -      52,837,142
                                  -------------   ------------   ------------   -------------
  Total external revenue            329,531,239     24,313,625              -     353,844,864

Depreciation and amortization           563,107      1,197,713              -       1,760,820
Operating income (loss)               3,102,488       (752,106)             -       2,350,382
Interest expense                        848,254      1,264,682              -       2,112,936
Income (loss) before taxes            2,321,040     (1,910,370)       (38,042)        372,628
Total assets, excluding
 discontinued operations             82,181,582     20,523,255              -     102,704,837
Capital expenditures, excluding
 discontinued operations                206,821      1,013,386              -       1,220,207

</TABLE>

There are no intersegment sales between the three operating segments.
Operating income (loss) and income (loss) before taxes from the retail
segment includes general corporate overhead expenses that were previously
allocated to the discontinued health food distribution operations but were
not eliminated as a result of the sale.

                                    11


9.  RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS:

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS 141")and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142").  SFAS 141 requires
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting and broadens the criteria for recording
intangible assets separate from goodwill.  Recorded goodwill and intangibles
being classified as goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified and recognized apart from goodwill.
SFAS 142 requires the use of a nonamortization approach to account for
purchased goodwill and certain intangibles.  Under a nonamortization
approach, goodwill instead would be reviewed for impairment and written down
and charged to results of operations only in the periods in which the
impairment recognition criteria had been met and the recorded value of
goodwill and certain intangibles is more than its measured fair value.  The
provisions of each statement, which apply to goodwill and intangible assets
acquired prior to June 30, 2001, must be adopted by the Company on October 1,
2002.

Early application of SFAS 142 is permitted for the Company's fiscal year
beginning October 1, 2001, however the Company plans to adopt SFAS 142 for
the fiscal year beginning October 1, 2002.  As of June 2002, the Company had
approximately $6.3 million of goodwill reflected on the accompanying
condensed consolidated balance sheet.  Amortization of goodwill for the three
and nine months ended June 2002 totaled approximately $0.1 million and $0.3
million, respectively.

In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" ("SFAS 143").  SFAS 143
requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made.  The associated asset
retirement costs are capitalized as part of the carrying amount of the long-
lived asset.  The liability is discounted and accretion expense is recognized
using the credit-adjusted risk-free interest rate in effect when the
liability was initially recognized.  SFAS 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002 (for the
fiscal year beginning October 1, 2002 for AMCON).

In August 2001, the FASB issued Statement of Financial Accounting Standard
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS 144").  SFAS 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets to be held and used, to be
disposed of other than by sale and to be disposed of by sale.  Although the
statement retains certain of the requirements of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), it
supercedes SFAS 121 and Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring
Events and Transactions", for the disposal of a segment of a business (as
previously defined in that Opinion).  SFAS 144 also amends Accounting
Research Bulletin No. 51, "Consolidated Financial Statements", to eliminate
the exception to consolidation for a subsidiary for which control is likely
to be temporary.  SFAS 144 is effective for financial statements issued for
fiscal years beginning after December 15, 2001, and interim periods within
those years (fiscal year beginning October 1, 2002 for AMCON), with early
adoption encouraged.

In April 2002, the FASB issued Statement of Financial Accounting Standard No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" ("SFAS 145").  SFAS 145 rescinds
Statement of Financial Accounting Standard No. 4, "Reporting Gains and Losses
from Extinguishment of Debt, and an amendment of that Statement, Financial
Accounting Standard No.64, "Extinguishment of Debt Made to Satisfy Sinking-
Fund Requirements.  SFAS 145 also rescinds Financial Accounting Standard No.
44, "Accounting Form Intangible Assets of Motor Carriers.  SFAS 145 amends

                                   12


Financial Accounting Standard No. 13, "Accounting for Leases," to eliminate
an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions.  SFAS
145 also amends other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their applicability
under changed conditions.  SFAS 145 is generally effective for financial
statements issued after May 15, 2002, and interim periods within those years
(the current fiscal year for AMCON), with early adoption encouraged.

In June 2002, the FASB issued Statement of Financial Accounting Standard No.
146, "Accounting for Costs Associated with Exit or Disposal Activities"
("SFAS 146).  SFAS 146 requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date of
a commitment to an exit or disposal plan. Examples of costs covered by SFAS
146 include lease termination costs and certain employee severance costs that
are associated with a restructuring, discontinued operation, plant closing,
or other exit or disposal activity.  Previous accounting guidance was
provided by EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS 146 replaces EITF No. 94-3.  SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002.

Management is still addressing the financial statement impact on future
periods resulting from the adoption of these statements.












                                    13





Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations


COMPANY OVERVIEW

AMCON Distributing Company, together with its wholly-owned subsidiaries,
referred to herein as "AMCON," operates six distribution centers and 13
retail health food stores in the Great Plains, Rocky Mountain, and Southern
regions of the United States and a natural spring water bottling operation in
the State of Hawaii.

Our wholesale distribution segment sells approximately 9,000 different
consumer products, including cigarettes and tobacco products, candy and other
confectionery, beverages, groceries, paper products, health and beauty care
products, frozen and chilled products, and institutional food service
products.  We distribute products primarily to retailers such as convenience
stores, discount and general merchandise stores, grocery stores and
supermarkets, drug stores and gas stations.  In addition, we also service
institutional customers, including restaurants and bars, schools, sports
complexes and vendors, as well as other wholesalers.

Our retail segment operates seven retail health food stores in Florida under
the name Chamberlin's Market & Cafe and six in the Midwest under the name
Akin's Natural Foods Market.  These stores carry a comprehensive line of high
quality, value priced natural and gourmet foods, supplements, herbs, natural
cosmetics, homeopathic and sports nutrition products.  Our stores are family
oriented and customer friendly, and are staffed by highly trained, personal
service oriented employees.

Our natural spring water bottling segment was acquired during the first
quarter of fiscal 2002.  This operation bottles, markets and distributes
Hawaiian natural spring water primarily in the State of Hawaii, with plans to
market the product internationally and on the mainland United States.

RESULTS OF OPERATIONS

As more fully described in our 2001 Annual Report to Shareholders on Form 10-
K for the fiscal year ended September 2001, we completed the sale of our
wholesale health food distribution business effective March 23, 2001.
Accordingly, our fiscal 2001 results have been restated to reflect the
wholesale health food distribution business as discontinued operations.  The
discussions and amounts below are based on the restated presentation.
Additionally, as more fully described under "Acquisitions" in the
accompanying notes to the unaudited condensed consolidated financial
statements, we also completed the acquisition of Hawaiian Natural Water
Company, Inc., referred to herein as "HNWC," on December 17, 2001 and
Merchants Wholesale, Inc., referred to herein as "Merchants" or "Quincy
Illinois," on June 1, 2001.  The results of operations for these acquisitions
are included in the accompanying unaudited condensed consolidated statements
of operations from their date of acquisition.

AMCON's fiscal third quarters ended on June 28, 2002 and June 29, 2001.  For
ease of discussion, the fiscal quarters are referred to herein as June 2002
and 2001, respectively or Q3 2002 and Q3 2001, respectively.

The distribution industry continues to be in a state of consolidation.
Competition and pressure on profit margins continue to affect both large and
small distributors and demands that distributors consolidate in order to
become more efficient.

The retail natural foods industry is highly fragmented, with more than 9,000
stores operated independently or as part of small chains.  The two leading
natural food chains continue to expand their geographic markets and acquire
smaller independent competitors.  In addition, conventional supermarkets and
mass market outlets continue to increase their emphasis on the sale of
natural products.  This business climate subjects operating income to a
number of factors that are beyond the control of management, such as


                                    14


competing retail stores opening in close proximity to our retail stores and
manufacturers changing prices and promotional programs.

HNWC historically incurred operating losses prior to our acquisition of the
company in December 2001.  We have recently completed upgrading the bottling
equipment in order to improve production capacity and our marketing
department is currently focusing on expanding the market for our premium
Hawaiian Springs product.  We expect this segment will continue to incur
operating losses until the market is expanded and the plant reaches its
expected production capacity.

Statistics indicate that cigarette consumption is declining on a national
basis and many retailers, such as grocery stores and general merchandise
stores, have discontinued the sale of cigarettes.  As a result, convenience
stores, which represent our largest customer base, have increased their share
of the cigarette market which enables us to maintain, and slightly increase,
our cigarette carton volume.  While we sell a diversified product line, we
remain dependent on cigarette sales, which represented approximately 75% of
our revenue and 40% of our gross margin in Q3 2002.
Changes in manufacturers' cigarette pricing over the past decade have greatly
affected the market for generic and private label cigarettes.  Although sales
of our private label cigarettes have steadily declined over the past eight
years due to the relatively small price differential between our private
label brands and national brands, and the increasing price differential
between our brands and new generic and import brands, our net income is still
heavily dependent upon sales of these products and volume discounts received
from manufacturers in connection with such sales.

We continuously evaluate steps we may take to improve net income in future
periods, including expansion into new business lines and acquisitions,
closure or relocation of distribution centers and health food retail stores.
During the fourth quarter of fiscal 2001, we closed one retail health food
location in the Florida market due to poor performance and one distribution
center in Missouri due to synergies resulting from the acquisition of the
Quincy, Illinois distribution center. During Q1 2002, we acquired HNWC, which
represented a new business line.

Comparison of the three and nine-month periods ended June 2002 and 2001
-----------------------------------------------------------------------

SALES

Sales for Q3 2002 increased 43.4% to $218.7 million, compared to $152.6
million in Q3 2001.  Sales are reported net of costs associated with sales
incentives provided to retailers, totaling $1.9 million and $1.1 million in
Q3 2002 and Q3 2001, respectively.  Sales increase by business segment is as
follows:

    Wholesale distribution        $ 65.6 million
    Retail health food stores       (0.2) million
    Bottled water                    0.7 million
                                  ------
                                  $ 66.1 million
                                  ======

Sales from the wholesale distribution business increased by $65.6 million
from Q3 2001 to Q3 2002.  Sales from our distribution facility in Quincy,
Illinois, which was acquired in Q3 2001, accounted for $62.5 million of the
increase.  The remaining increase of $3.1 million was attributable primarily
to increases in cigarette sales of approximately $2.4 million over the prior
year as a result of increases in selling prices.  Sales of tobacco,
confectionary and other products, which accounted for the remainder of the
increase as sales of these products, increased by $0.7 million or 2.2% over
the prior year.

Sales from the retail health food segment during Q3 2002 declined by $0.2
million, or 2.5%, when compared to Q3 2001 due to the closing of a store
during Q4 2001.  Sales at this store totaled approximately $0.2 million in Q3
2001.  Increased competition by national chains who have opened stores in the

                                    15


same markets as our stores and an overall softening of the natural food
retail market over the past two years continue to hamper sales growth in the
retail health food segment.

The bottled water segment, which accounted for $0.7 million in sales for the
quarter, was acquired during the latter part of Q1 2002.  The operating
results are included in the accompanying unaudited consolidated statements of
operations from the date of acquisition.

Sales for the nine months ended June 2002 increased 76.1% to $623.0 million,
compared to $353.8 million for the same period in the prior fiscal year.
Sales increase by business segment is as follows:

    Wholesale distribution       $ 268.4  million
    Retail health food stores       (0.6) million
    Bottled water                    1.4  million
                                 -------
                                 $ 269.2  million
                                 =======
Sales from the wholesale distribution business increased by $268.4 million
for the nine months ended June 2002 as compared to the same period in the
prior year.  Sales from our distribution facility in Quincy, Illinois, which
was acquired in Q3 2001, accounted for $253.7 million of the increase.  The
remaining increase of $14.7 million was attributable primarily to increases
in cigarette sales of approximately $10.5 million over the prior year as a
result of increases in selling prices since the same period of the prior
year.  Sales of tobacco, confectionary and other products accounted for the
remainder of the increase as sales of these products increased by $4.2
million or 5.5% over the prior year where sales growth was slowed due to
severe winter weather in the Midwest that inhibited travel and other outdoor
activities, as well as by pricing strategies implemented by several
competitors.

Sales from the retail health food segment declined by $0.6 million, or 2.7%,
when compared to the nine months ended June 2001 due to the closing of a
store during Q4 2001.  Sales at this store totaled approximately $0.6 million
for the nine months ended June 2001.  Increased competition by national
chains who have opened stores in the same markets as our stores and an
overall softening of the natural food retail market over the past two years
continue to hamper sales growth in the retail health food segment.

The bottled water segment, which was acquired during the latter part of Q1
2002, generated sales of $1.4 million for the nine months ended June 2002.
The operating results are included in the accompanying unaudited consolidated
statements of operations from the date of acquisition.

GROSS PROFIT

Gross profit increased 31.4% to $16.1 million in Q3 2002 from $12.2 million
in Q3 2001.  Gross profit as a percent of sales declined to 7.3% in Q3 2002
compared to 8.0% in Q3 2001.  Gross profit by business segment is as follows
(dollars in millions):

<TABLE>
<CAPTION>
                                             Quarter ended
                                                 June
                                           ----------------
                                            2002      2001     Incr
                                           ------    ------    -----
    <S>                                      <C>      <C>       <C>
    Wholesale distribution                 $ 12.8    $  9.0    $ 3.8
    Retail health food stores                 3.2       3.2        -
    Bottled water                             0.1        -       0.1
                                           ------    ------    -----
                                           $ 16.1    $ 12.2    $ 3.9
                                           ======    ======    =====
</TABLE>

                                    16


Gross profit from our wholesale distribution business for Q3 2002 was
favorably impacted by our acquisition of the Quincy, Illinois distribution
business, which contributed approximately $3.6 million in gross profit.
Excluding Quincy, gross profit for Q3 2002 increased approximately $0.2
million as compared to Q3 2001 primarily due to a $0.1 million lower charge
to cost of sales to account for the LIFO reserve and decreases in incentive
allowances of approximately $0.1 million paid to customers, net of amounts
received from manufacturers, as compared to Q3 2001.

Gross profit for the retail health food segment was relatively flat compared
with Q3 2001.  We closed one retail store in Q4 2001, the results of which
should be realized throughout the remainder of fiscal 2002.

Gross profit from the bottled water segment was $0.1 million for Q3 2002.

For the nine months ended June 2002, gross profit increased 40.6% to $45.4
million from $32.3 million for the same period during the prior fiscal year.
Gross profit as a percent of sales declined to 7.3% for the nine month period
ended June 2002 compared to 9.1% for the nine-month period ended June 2001.
Gross profit by business segment is as follows (dollars in millions):

<TABLE>
<CAPTION>
                                              Nine months
                                               ended June
                                           ----------------
                                            2002      2001     Incr
                                           ------    ------    -----
    <S>                                      <C>      <C>       <C>
    Wholesale distribution                 $ 35.4    $ 22.6   $ 12.8
    Retail health food stores                 9.8       9.7      0.1
    Bottled water                             0.2         -      0.2
                                           ------    ------    -----
                                           $ 45.4    $ 32.3   $ 13.1
                                           ======    ======    =====
</TABLE>


Gross profit from our wholesale distribution business for the nine months
ended June 2002 was favorably impacted by our acquisition of the Quincy,
Illinois distribution business, which contributed approximately $11.9 million
in gross profit.  Excluding Quincy, gross profit for the nine months ended
June 2002 increased approximately $1.8 million as compared to the same period
in the prior year, primarily due to a $0.8 million lower charge to cost of
sales to account for the LIFO reserve, and a $1.0 million increase in sales
of cigarettes and other products.  The above increases in gross profit were
partially offset by a decrease of $0.5 million in gross profit from cigarette
price increases, and increases in incentive allowances of approximately $0.4
million paid to customers, net of amounts received from manufacturers, as
compared to the nine months ended June 2001.

Gross profit for the retail health food segment increased by $0.1 million
compared with the nine months ended June 2001.  We closed one retail store in
Q4 2001, the results of which should be realized throughout the remainder of
fiscal 2002.

Gross profit from the bottled water segment, which was acquired at the end of
Q1 2002, was $0.2 million for the nine months ended June 2002.

Gross profit as a percentage of sales for the three and nine months ended
June 2002 declined primarily due to the cigarette sales increasing as a
percentage of total sales.  Although the price of cigarettes continues to
increase, our gross margin dollars remain relatively constant and have even
decreased in certain markets due to competitive pressures.




                                    17


OPERATING EXPENSE

Total operating expense, which includes selling, general and administrative
expenses and depreciation and amortization, increased 19.0% or approximately
$2.2 million to $13.6 million in Q3 2002 compared to Q3 2001.  The increase
was primarily due to expenses associated with the new Quincy, Illinois
distribution business, which accounted for $2.1 million of the increase.
Operating expenses for the remainder of the wholesale segment were down
slightly from the prior year.  Total operating expense in our retail segment
declined by $0.4 million in Q3 2002, compared to the same period in the prior
year, due to the closure of one retail store and realignment of the
management overhead structure.  Our bottled water segment, which was acquired
in Q1 2002, incurred $0.5 million in operating expenses in Q3 2002.

For the nine month period ended June 2002, total operating expense increased
34.0% or approximately $10.2 million to $40.2 million compared to the same
period in the prior fiscal year.  The increase was primarily due to expenses
associated with the new Quincy distribution business, which accounted for
$9.7 million of the increase.  The remainder of the wholesale distribution
segment incurred $0.7 million of operating costs in excess those incurred in
the same period in the prior year, primarily due to increases in general
labor costs and insurance.  Total operating expense in our retail segment
declined by $1.1 million for the nine months ended June 2002, compared to the
same period in the prior year, due to the closure of one retail store and
realignment of the management overhead structure which eliminated significant
overhead expenses.  Our bottled water segment, which was acquired in Q1 2002,
incurred $0.9 million in operating expenses for the nine months ended June
2002.

As a result of the above, income from operations for Q3 2002 increased by
$1.7 million to $2.4 million, as compared to Q3 2001.  Income from operations
for the nine months ended June 2002 increased by $2.9 million to $5.2
million.

INTEREST EXPENSE

Interest expense for Q3 2002 increased 59.2% to approximately $1.2 million
compared to approximately $0.8 million during Q3 2001.  Interest expense for
the nine months ended June 2002 increased by 48.0% to $3.1 million compared
to $2.1 million for the same period in the prior fiscal year.  The increase
was due to (1) debt incurred to acquire the new Quincy, Illinois distribution
business, net assets and distribution facility during Q3 of fiscal 2001, (2)
net interest paid under an interest rate swap contract that was assumed in
the Merchants acquisition, totaling $0.3 million and $0.9 million for the
three and nine months ended June 2002, respectively, and (3) debt incurred to
provide advances to and investments in HNWC.  Valuation adjustments on the
interest rate swap contract, which are included in interest expense, were
($0.1) million and $0.4 million for the three and nine months ended June
2002, respectively.

OTHER

Other income for the three and nine-month periods ended June 2002 of
approximately $159,000 and $233,000, respectively, was generated primarily by
forgiveness of certain debts from former suppliers in the water bottling
operation, gain on sale of available-for-sale investments and interest income
and dividends received on investment securities.  Other income of
approximately $125,000 and $173,000 for the three and nine months ended June
2001, respectively, was generated primarily by interest income and dividends
received on investment securities.

Included in other expense (income)for the nine months ended June 2002 is
equity in loss of an unconsolidated affiliate of $0.1 million, which
represents our ownership interest in the loss of HNWC up to the date of
acquisition.  Our equity in loss of unconsolidated affiliate was negligible
during the three and nine months ended June 2001.



                                    18


As a result of the above factors, income from continuing operations for the
three and nine months ended June 2002 was approximately $0.8 million and $1.3
million, respectively, compared to a Q3 2001 income from continuing
operations of approximately $0.1 million and $0.2 million for the nine months
ended June 2001.


LIQUIDITY AND CAPITAL RESOURCES

As of June 2002, our liquidity was provided by cash on hand of approximately
$0.5 million and approximately $8.3 million available under a revolving
credit facility with a capacity of $55.0 million.  In addition, we have
approximately $2.0 million available under a revolving credit facility in our
retail segment.  Amounts available under this facility are limited to 50
percent of existing inventory levels.  During the nine months ended June
2002, we utilized approximately $3.8 million in cash through operating
activities primarily through increases in seasonal inventory.  Our working
capital of approximately $27.6 million as of June 2002 declined approximately
$6.3 million during the nine months ended June 2002 primarily due to the
acquisition of HNWC, and an increase in the current portion of the Facility.

Our debt to equity ratio declined to 4.09 at June 2002, compared to 4.52 at
September 2001, primarily due to the acquisition of HNWC, which increased
equity by approximately $1.7 million and net income earned year-to-date.
Investing activities required cash of approximately $1.8 million during the
nine month period ended June 2002 and primarily represents the purchases of
fixed assets and leasehold improvements in the wholesale and water bottling
operations.  Financing activities provided cash of approximately $5.7 million
primarily through additional borrowing under the revolving credit facilities
to finance increases in inventory and investing activities.

We believe that funds generated from operations, supplemented as necessary
with funds available under our revolving credit facilities, will provide
sufficient liquidity to cover our debt service and any reasonably foreseeable
future working capital and capital expenditure requirements associated with
existing operations.

The following table summarizes our outstanding contractual obligations and
commitments as of fiscal year end September 2001 and includes contractual
obligations and commercial commitments of HNWC, which was acquired in
December 2001.  There have been no significant changes to debt or other
obligations, other than for HNWC and the revolving credit facility, since
September 2001. (amounts in thousands):

<TABLE>
<CAPTION>
                                             Payments Due By Period
                         ---------------------------------------------------------------------

   Contractual                       Fiscal    Fiscal    Fiscal   Fiscal   Fiscal
   Obligations             Total      2002      2003      2004     2005     2006    Thereafter
------------------       ---------  --------  --------  --------  -------  -------  ----------
<S>                          <C>       <C>       <C>      <C>       <C>      <C>        <C>
Long-Term Debt           $   9,201  $  1,509  $    348  $    416  $   470  $ 6,418  $       40
Subordinated Debt           12,171     1,859     1,770     7,710      832        -           -
Capital Lease                1,423       265       245       296      307      270          40
  Obligations
Operating Leases/1/         25,072     4,636     4,072     3,578    3,176    2,531       7,079
                         ---------  --------  --------  --------  -------  -------  ----------
Total                    $  47,867  $  8,269  $  6,435  $ 12,000  $ 4,785  $ 9,219  $    7,159
                         =========  ========  ========  ========  =======  =======  ==========

<CAPTION>
                           Total
 Other Commercial         Amounts    Fiscal    Fiscal    Fiscal   Fiscal   Fiscal
   Commitments           Committed    2002      2003      2004     2005     2006    Thereafter
------------------       ---------  --------  --------  --------  -------  -------  ----------
<S>                          <C>       <C>       <C>       <C>      <C>      <C>        <C>
Lines of Credit /2/      $  59,000  $ 59,000  $ 59,000  $ 55,000  $     -  $     -  $        -
Letters of Credit              580       580         -         -        -        -           -
Purchase Obligations/3/         60        60         -         -        -        -           -
                         ---------  --------  --------  --------  -------  -------  ----------
Total                    $  59,640  $ 59,640  $ 59,000  $ 55,000  $     -  $     -  $        -
                         =========  ========  ========  ========  =======  =======  ==========
</TABLE>

                                    19


/1/ Includes lease commitment associated with the new Omaha distribution
facility, which commenced in Q3 2002, and for natural spring water bottling
equipment, which is expected to commence in Q4 2002.

/2/ Includes credit facility of $2.0 million negotiated in Q2 and Q3 2002
associated with the water bottling operation.

/3/ Represents remaining capital expenditures associated with the new Omaha
distribution facility, which were completed in Q3 2002. Total capital
expenditures for the new facility will be approximately $1.2 million.


We maintain a revolving credit facility, referred to herein as the
"Facility," that allows us to borrow up to $55.0 million at any time, subject
to eligible accounts receivable and inventory requirements.  The interest
rate on the facility is the bank's base rate, which is Prime.  The Facility
contains covenants which, among other things, (i) restrict permitted
investments, (ii) restrict intercompany advances to HNWC, (iii) restrict
incurrence of additional debt, (iv) restrict mergers and acquisitions and
changes in business or conduct of business and (v) require the maintenance of
certain financial ratios and net worth levels including, average annual debt
service coverage ratio of 1.0 to 1.0, to be measured at fiscal year end 2002
and quarterly thereafter, and minimum tangible net worth of $7.0 million for
fiscal year 2002.

At fiscal year end 2001, we were not in compliance with certain of our debt
covenants under the Facility.  As a result, in December 2001, we received
waivers to our debt covenant violations.  In addition, the financial
covenants were amended as reflected above.  After giving effect to the waiver
and amendments, we are in compliance with the covenants under the Facility as
of June 2002.  As of June 2002, we had borrowings outstanding of
approximately $44.7 million under the Facility.

In connection with the purchase of the Quincy, Illinois distribution business
in June 2001, we assumed an interest rate swap agreement with a bank.  Under
the agreement, we agree to exchange, at specified intervals, fixed interest
amounts for variable interest amounts calculated by reference to an agreed-
upon notional principal amount of $25.0 million.  The interest rate swap
effectively converts $25.0 million of our variable-rate senior debt to fixed-
rate debt (before accounting for the impact of the change in market value of
the interest rate swap derivative financial instrument) at a rate of 8.33%,
through the maturity of the swap agreement on May 27, 2003.  At June 2002,
the swap instrument had a negative fair value of approximately $1.0 million.

In January 2002, we negotiated a $1.5 million credit facility with a bank, at
the bank's base rate plus 1.0%, to be used to fund operating activities at
our natural spring water bottling operation in Hawaii, referred to herein as
the Water Facility. In June 2002 the credit limit was increased to $2.0
million.  As of June 2002, the outstanding balance under the Water Facility
was $1.9 million. The Water Facility is personally guaranteed by the
Company's Chairman.

In June 2002, we renewed our $2.0 million credit facility with a bank, at the
bank's base rate plus 1.0%, to be used to fund the expansion and remodeling
of our retail health food stores, referred to herein as the Retail Facility.
As of June 2002, there was no balance on the Retail Facility.

During the third quarter of fiscal 2001, we borrowed $6.9 million from a
bank, at a fixed rate of 7.5%, to purchase the distribution facility utilized
by Merchants, which was owned by Merchants' sole stockholder, referred to
herein as the Real Estate Loan, and to retire term debt.  As of June 2002,
the outstanding balance on the Real Estate Loan was approximately $6.8
million.

The asset purchase agreement with Merchants provides for deferred payments to
be made to the seller totaling $3.6 million, which are required to be paid on
the first through fourth anniversaries of the closing date of the transaction
in installments of $0.9 million.  In addition, we entered into a

                                    20


noncompetition agreement with the seller totaling $0.4 million that requires
us to make payments of $0.1 million annually on the first through fourth
anniversary dates of the closing of the transaction.  As of June 2002, the
carrying value, which represents the present value recorded upon acquisition,
of the outstanding obligations to the seller were approximately $2.6 million.

In connection with the purchase of Merchants, we assumed several capital
leases for office equipment, automobiles and warehouse equipment.  As of June
2002, the outstanding balances on the capital leases totaled approximately
$1.0 million.

In September 1999, borrowings under an 8% Convertible Subordinated Note,
referred to herein as the Convertible Note, and a Collateralized Promissory
Note, referred to herein as the Collateralized Note, in addition to
borrowings under the Facility were used to purchase all of the common stock
of Health Food Associates. Both the Convertible Note and the Collateralized
Note have five-year terms and bear interest at 8% per annum.  Principal on
the Convertible Note is due in a single payment at maturity.  Principal on
the Collateralized Note is payable in installments of $0.8 million per year
with the balance due at maturity. The principal balance of the Convertible
Note may be converted into stock of The Healthy Edge, Inc., formerly known as
Food for Health Co., under circumstances set forth in the Convertible Note.
As of June 2002, the outstanding balances of the Convertible Note and the
Collateralized Note were $2.0 million and $6.4 million, respectively.

AMCON has entered into a lease for a new distribution facility in Omaha,
Nebraska, which became effective in May 2002 when the lease on its former
Omaha, Nebraska distribution facility expired.  We expect capital
expenditures relating to equipment purchases and office build-out to be
approximately $1.2 million.  The source of funds used to complete these
expenditures was provided by borrowing through the Facility.













                                    21



CRITICAL ACCOUNTING POLICIES

Certain accounting policies used in the preparation of our financial
statements require us to make judgments and estimates and the financial
results we report may vary depending on how we make these judgements and
estimates.  The following are the most critical accounting policies relating
to our financial statements.

Accounts receivable
-------------------

Accounts receivable consist primarily of amounts due to us from our normal
business activities.  We maintain an allowance for doubtful accounts to
reflect the expected uncollectibility of accounts receivable based on past
collection history and specific risks identified in the portfolio.

Inventories
-----------

Inventories consist of finished products purchased in bulk quantities to be
sold to our customers.  An allowance for obsolete inventory is maintained to
reflect the expected unsaleable or unrefundable inventory based on an
evaluation of slow moving products.

Goodwill and other identifiable intangible assets
-------------------------------------------------

Goodwill associated with the excess purchase price over the fair value of
assets acquired and other identifiable intangible assets, such as trademarks
and trade names, favorable leases, and covenants not to compete, are
currently amortized on the straight-line method over their estimated useful
lives.

These assets are currently reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable.

As discussed herein, the FASB issued SFAS 141 and SFAS 142 in June 2001.
SFAS 141 requires business combinations initiated after June 30, 2001 to be
accounted for using the purchase method of accounting and broadens the
criteria for recording intangible assets separate from goodwill.  SFAS 142
requires the use of a nonamortization approach to account for purchased
goodwill and certain intangibles.  We plan to adopt these pronouncements
effective October 1, 2002.  At such time we anticipate that amortization
associated with purchased goodwill will cease.  For the nine months ended
June 2002, goodwill amortization totaled approximately $0.3 million.

Revenue recognition
-------------------

We recognize revenue when products are delivered to retail customers, which
generally is the same day products are shipped, or sold to consumers in
retail stores.  Sales are shown net of returns, discounts, and sales
incentives.

Insurance
---------

Our insurance for worker's compensation, general liability, vehicle liability
and employee-related health care benefits are effectively self-insured.  A
third-party administrator is used to process all such claims.  We require all
worker's compensation claims to be reported within 24 hours.  As a result, we
accrue our worker's compensation liability based upon the claim reserves
established by the third-party administrator each month.  Our employee health
insurance benefit liability is based on our historical claims experience
rate.  Our reserves associated with the exposure to these self-insured
liabilities are reviewed by management for adequacy at the end of each
reporting period.


                                    22


ACQUISITIONS AND DISPOSITIONS

On December 17, 2001, the Company completed a merger with HNWC, pursuant to
which HNWC merged with and into, and thereby became, a wholly-owned
subsidiary of AMCON Distributing Company.  The merger consideration valued
the entire common equity interest in HNWC at approximately $2.9 million,
which was paid in cash of $0.8 million during fiscal 2001 and in common stock
of the Company valued at $2.1 million.  Each share of HNWC stock was
convertible into 0.052 shares of AMCON common stock.  As a result, the
Company issued 373,558 shares of its common stock to outside HNWC
shareholders, or 12.0% of the Company's outstanding shares after giving
effect to the merger.  HNWC option holders and warrant holders also received
comparable options and warrants of the Company, but with the exercise price
and number of shares covered thereby being adjusted to reflect the exchange
ratio.

Transaction costs, totaling approximately $0.3 million, were incurred to
complete the merger and consist primarily of fees and expenses for bankers,
attorneys and accountants, SEC filing fees, stock exchange listing fees and
financial printing and other related charges.

The merger is expected to qualify as a tax-free reorganization and has been
recorded on the Company's books using the purchase method of accounting.
The purchase price was allocated to the assets acquired and liabilities
assumed based on their estimated fair values.  The portion of the purchase
price in excess of the fair value of the net assets acquired to be allocated
to other identifiable assets is approximately $3.4 million.  The identifiable
intangible asset, the HNWC trade name, is being amortized over 20 years.

Although the amounts are subject to change based on evaluations performed
subsequently, the final purchase price allocation is not expected to
materially differ from those recorded on the accompanying unaudited condensed
balance sheet.


RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS 141")and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS 142").  SFAS 141 requires
business combinations initiated after June 30, 2001 to be accounted for using
the purchase method of accounting and broadens the criteria for recording
intangible assets separate from goodwill.  Recorded goodwill and intangibles
being classified as goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified and recognized apart from goodwill.
SFAS 142 requires the use of a nonamortization approach to account for
purchased goodwill and certain intangibles.  Under a nonamortization
approach, goodwill instead would be reviewed for impairment and written down
and charged to results of operations only in the periods in which the
impairment recognition criteria had been met and the recorded value of
goodwill and certain intangibles is more than its measured fair value.  The
provisions of each statement, which apply to goodwill and intangible assets
acquired prior to June 30, 2001, must be adopted by the Company on October 1,
2002.  Early application of SFAS 142 is permitted for the Company's fiscal
year beginning October 1, 2001, however the Company plans to adopt SFAS 142
for the fiscal year beginning October 1, 2002.  As of June 2002, the Company
had approximately $6.3 million of goodwill reflected on the accompanying
condensed consolidated balance sheet.  Amortization of goodwill for the nine
months ended June 2002 totaled approximately $0.3 million.



                                    23


In June 2001, the FASB issued Statement of Financial Accounting Standards No.
143, "Accounting for Asset Retirement Obligations" ("SFAS 143").  SFAS 143
requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred if a
reasonable estimate of fair value can be made.  The associated asset
retirement costs are capitalized as part of the carrying amount of the long-
lived asset.  The liability is discounted and accretion expense is recognized
using the credit-adjusted risk-free interest rate in effect when the
liability was initially recognized.  SFAS 143 is effective for financial
statements issued for fiscal years beginning after June 15, 2002 (for the
fiscal year beginning October 1, 2002 for AMCON).

In August 2001, the FASB issued Statement of Financial Accounting Standard
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
("SFAS 144").  SFAS 144 addresses financial accounting and reporting for the
impairment or disposal of long-lived assets to be held and used, to be
disposed of other than by sale and to be disposed of by sale.  Although the
statement retains certain of the requirements of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121"), it
supercedes SFAS 121 and Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual, and Infrequently Occurring
Events and Transactions", for the disposal of a segment of a business (as
previously defined in that Opinion).  SFAS 144 also amends Accounting
Research Bulletin No. 51, "Consolidated Financial Statements", to eliminate
the exception to consolidation for a subsidiary for which control is likely
to be temporary.  SFAS 144 is effective for financial statements issued for
fiscal years beginning after December 15, 2001, and interim periods within
those years (fiscal year beginning October 1, 2002 for AMCON), with early
adoption encouraged.

In April 2002, the FASB issued Statement of Financial Accounting Standard No.
145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
Statement No. 13, and Technical Corrections" ("SFAS 145").  SFAS 145 rescinds
Statement of Financial Accounting Standard No. 4, "Reporting Gains and Losses
from Extinguishment of Debt, and an amendment of that Statement, Financial
Accounting Standard No.64, "Extinguishment of Debt Made to Satisfy Sinking-
Fund Requirements.  SFAS 145 also rescinds Financial Accounting Standard No.
44, "Accounting Form Intangible Assets of Motor Carriers.  SFAS 145 amends
Financial Accounting Standard No. 13, "Accounting for Leases," to eliminate
an inconsistency between the required accounting for sale-leaseback
transactions and the required accounting for certain lease modifications that
have economic effects that are similar to sale-leaseback transactions.  SFAS
145 also amends other existing authoritative pronouncements to make various
technical corrections, clarify meanings, or describe their applicability
under changed conditions.  SFAS 145 is generally effective for financial
statements issued after May 15, 2002, and interim periods within those years
(the current fiscal year for AMCON), with early adoption encouraged.

In June 2002, the FASB issued Statement of Financial Accounting Standard No.
146, "Accounting for Costs Associated with Exit or Disposal Activities"
("SFAS 146).  SFAS 146 requires companies to recognize costs associated with
exit or disposal activities when they are incurred rather than at the date of
a commitment to an exit or disposal plan. Examples of costs covered by SFAS
146 include lease termination costs and certain employee severance costs that
are associated with a restructuring, discontinued operation, plant closing,
or other exit or disposal activity.  Previous accounting guidance was
provided by EITF Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)." SFAS 146 replaces EITF No. 94-3.  SFAS
146 is to be applied prospectively to exit or disposal activities initiated
after December 31, 2002.

Management is still addressing the financial statement impact on future
periods resulting from the adoption of these statements.



                                    24


RELATED PARTY TRANSACTIONS

During the three and nine months ended June 2002, we were charged $15,000 and
$45,000, respectively, by AMCON Corporation, the former parent of the
Company, as consideration for office rent and management services, which is
included in selling, general and administrative expenses.  We also contracted
with one of our outside directors for consulting services in connection with
its retail health food operations during the nine months ended June 2002.
The amount paid for consulting services for the three and nine months ended
June 2002 was $22,500 and $67,500, respectively, plus reimbursement of
expenses.

In addition, effective October 1, 2001, the president of the wholesale health
food distribution business, which was sold in March 2001, was terminated and
we entered into a four-year consulting agreement with him at the rate of
$104,000 per year.  The total amount to be paid under the agreement
approximates the amount of our obligation under his employment agreement.
The amount paid for consulting services during the three and nine months
ended June 2002 was $26,000 and $78,000, respectively.



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 that 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 and in our Annual
Report on Form 10-K, 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.







                                    25



Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

In connection with the purchase of the Quincy, Illinois distribution business
in June 2001, we assumed an interest rate swap agreement with a bank.  Under
the agreement, we agree to exchange, at specified intervals, fixed interest
amounts for variable interest amounts calculated by reference to an agreed-
upon notional principal amount of $25.0 million.  The interest rate swap
effectively converts $25.0 million of our variable-rate senior debt to fixed-
rate debt (before accounting for the impact of the change in market value of
the interest rate swap derivative financial instrument) at a rate of 8.33%,
through the maturity of the swap agreement on May 27, 2003.

Due to the significant decline in variable interest rates from the date the
swap agreement was initially entered into, the negative fair value of the
swap instrument recorded as a liability on our balance sheet at the closing
date was approximately $0.9 million.  Upon assuming the swap liability, we
did not designate the swap transaction as a hedge and therefore, we recognize
changes in the fair value of the instrument in current earnings (interest
expense).  At June 2002, the swap instrument had a negative fair value of
approximately $1.0 million.  The change in fair value of the swap instrument
from a negative fair value of $1.4 million as of fiscal year end 2001 to a
negative fair value of $1.0 million at June 2002 was recorded as a reduction
to interest expense in Q1, Q2 and Q3 2002.

We do not utilize financial instruments for trading purposes and hold no
derivative financial instruments which could expose us to significant market
risk.  Our exposure to market risk relates primarily to our investment in the
common stock of Consolidated Water Company, a public company traded on the
NASDAQ National Market system, and for changes in interest rates on our long-
term obligations.  At June 2002, we held 60,300 shares of common stock of
Consolidated Water Company valued at approximately $0.7 million.  We value
this investment at market and record price fluctuations in equity as
unrealized gain or loss on investments.  At June 2002, we had approximately
$21.5 million of variable rate debt outstanding, excluding $25.0 million in
debt offset by a fixed rate interest rate swap contract, with maturities
through May 2004.  The interest rates on this debt ranged from 4.8% to 6.8%
at June 2002.  We estimate that our annual cash flow exposure for each 1%
change in our lender's prime interest rate on our variable rate debt is
approximately $134,000.

Other than the changes noted above, there have been no material changes in
our market risk during Q3 2002.  For additional information, refer to the
subsection "Market Risk" in "Management's Discussion and Analysis" set forth
in Item 1 of our 2001 Annual Report to Shareholders on Form 10-K for the
fiscal year ended September 2001.










                                    26



PART II - OTHER INFORMATION




Item 6.   Exhibits and Reports on Form 8-K

(a) EXHIBITS

       2.1   Fifth Amended and Restated Agreement and Plan of Merger dated
             September 27, 2001 by and between AMCON Distributing Company,
             AMCON Merger Sub, Inc. and Hawaiian Natural Water Company Inc.
             (incorporated by reference to Exhibit 2.1 of AMCON's
             Registration Statement on Form S-4 (Registration No. 333-
             71300)filed on November 13, 2001)

       2.2   Assets Purchase and Sale Agreement by and between Food For
             Health Company, Inc., AMCON Distributing Company and Tree of
             Life, Inc. dated March 8, 2001 (incorporated by reference to
             Exhibit 2.1 of AMCON's Current Report on Form 8-K filed on April
             10, 2001)

       2.3   Amendment to Assets Purchase and Sale Agreement by and between
             Food For Health Company, Inc., AMCON Distributing Company and
             Tree of Life, Inc. effective March 23, 2001 (incorporated by
             reference to Exhibit 2.2 of AMCON's Current Report on Form 8-K
             filed on April 10, 2001)

       2.4   Asset Purchase Agreement, dated February 8, 2001, between AMCON
             Distributing Company, Merchants Wholesale Inc. and Robert and
             Marcia Lansing (incorporated by reference to Exhibit 2.1 of
             AMCON's Current Report on Form 8-K filed on June 18, 2001)

       2.5   Addendum to Asset Purchase Agreement, dated May 30, 2001,
             between AMCON Distributing Company, Merchants Wholesale Inc.
             and Robert and Marcia Lansing (incorporated by reference to
             Exhibit 2.2 of AMCON's Current Report on Form 8-K filed on June
             18, 2001)

       2.6   Real Estate Purchase Agreement, dated February 8, 2001, between
             AMCON Distributing Company and Robert and Marcia Lansing
             (incorporated by reference to Exhibit 2.3 of AMCON's Current
             Report on Form 8-K filed on June 18, 2001)

       2.7   Addendum to Real Estate Purchase Agreement, dated May 30, 2001,
             between AMCON Distributing Company and Robert and Marcia
             Lansing (incorporated by reference to Exhibit 2.4 of AMCON's
             Current Report on Form 8-K filed on June 18, 2001)

       2.8   Stock Purchase Agreement dated August 30, 1999, by and among
             Food For Health Company, Inc., Health Food Associates, Inc. and
             its shareholders (incorporated by reference to Exhibit 2.1 of
             AMCON's Current Report of Form 8-K filed on September 30, 1999)

       2.9   Stock Purchase Agreement dated February 24, 1999, between Food
             For Health Company, Inc., Chamberlin Natural Foods, Inc. and its
             shareholders (incorporated by reference to Exhibit 2.2 of
             AMCON's Quarterly Report on Form 10-Q filed on May 10, 1999)

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

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



                                    27


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

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

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

       10.3  Loan and Security Agreement, dated June 1, 2001, between the
             Company and LaSalle National Bank (incorporated by reference
             to Exhibit 10.3 on Form 10-Q filed on August 13, 2001)

       10.4  ISDA Master Agreement, dated as of December 22, 2000 between
             LaSalle Bank National Association and Merchants Wholesale Inc.,
             as assumed by the Company on June 1, 2001 (incorporated by
             reference to Exhibit 10.4 on Form 10-Q/A filed on October 4,
             2001)

       10.5  Secured Promissory Note, dated as of May 30, 2001 between the
             Company and Gold Bank (incorporated by reference to Exhibit 10.5
             on Form 10-Q/A filed on October 4, 2001)

       10.6  8% Convertible Subordinated Note, dated September 15, 1999 by
             and between Food For Health Company Inc. and Eric Hinkefent,
             Mary Ann O'Dell, Sally Sobol, and Amy Laminsky (incorporated by
             reference to Exhibit 10.1 of AMCON's Current Report on Form 8-K
             filed on September 30, 1999)

       10.7  Secured Promissory Note, dated September 15, 1999, by and
             between Food For Health Company, Inc. and James C. Hinkefent
             and Marilyn M. Hinkefent, as trustees of the James C. Hinkefent
             Trust dated July 11, 1994, as amended, Eric Hinkefent, Mary Ann
             O'Dell, Sally Sobol, and Amy Laminsky (incorporated by
             reference to Exhibit 10.2 of AMCON's Current Report on Form 8-K
             filed on September 30, 1999)

       10.8  Pledge Agreement, dated September 15, 1999, by and between Food
             For Health Company, Inc. and James C. Hinkefent and Marilyn M.
             Hinkefent, as trustees of the James C. Hinkefent Trust dated
             July 11, 1994, as amended, Eric Hinkefent, Mary Ann O'Dell,
             Sally Sobol, and Amy Laminsky (incorporated by reference to
             Exhibit 10.3 of AMCON's Current Report on Form 8-K filed on
             September 30, 1999)

       10.9  First Amended and Restated AMCON Distributing Company 1994
             Stock Option Plan (incorporated by reference to Exhibit 10.17
             of AMCON's Current Report on Form 10-Q filed on August 4, 2000)

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




                                    28


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

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

       11.1  Statement re: computation of per share earnings (incorporated by
             reference to footnote 5 to the financial statements which are
             incorporated herein by reference to Item 1 of Part I herein)



(b) REPORTS ON FORM 8-K:

      No reports on Form 8-K were filed by the Company during the quarter
   ended June 2002.

























                                    29



                              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 9, 2002          /s/ William F. Wright
          -----------------       -----------------------------
                                  William F. Wright
                                  Chairman of the Board and
                                    Principal Executive Officer


Date:     August 9, 2002          /s/ Michael D. James
          -----------------       -----------------------------
                                  Michael D. James
                                  Treasurer & CFO and
                                    Principal Financial and
                                    Accounting Officer











                                    30