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 March 31, 1997  

                                      OR

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

     For the transition period from          to

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

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

                                   DELAWARE
                  (State or other jurisdiction of Incorporation)

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

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

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

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

                        Yes     X      No
                             -------       -------
The Registrant had 2,445,903 shares of its $.01 par value common stock 
outstanding as of April 30, 1997.


                                                                     Form 10-Q
                                                                    2nd 
Quarter


                                INDEX
                               -------

                                                                        PAGE
                                                                        ----
PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements:
          ---------------------
          Balance sheets at March 31, 1997
          and at September 30, 1996                                       3

          Statements of income for the three and six-month
          periods ended March 31, 1997 and March 31, 1996                 4

          Statements of cash flows for the three and six-month 
          periods ended March 31, 1997 and March 31, 1996                 5

          Notes to unaudited financial statements                         6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                   7

 
PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K                               
11                                                               



Part I -  FINANCIAL INFORMATION
Item 1.   Financial Statements

                           AMCON Distributing Company
                                 Balance Sheets
                     March 31, 1997 and September 30, 1996
--------------------------------------------------------------------------------
-
<TABLE>
<CAPTION>
                                                  (Unaudited)
                                                   March 31,       September 
30,
                                                      1997              1996
                                                  -----------      
-------------
                       ASSETS
<S>                                                   <C>               <C>
Current assets: 
  Cash                                         $    24,672       $     21,497
  Marketable securities                               149,250            
148,113
  Accounts receivable, less allowance
    for doubtful accounts of $203,505
    and $195,961                                     9,873,989        
10,344,002
  Note and interest receivable from officer            125,083           
144,695
  Inventories                                        7,107,186         
6,849,515
  Deferred income taxes                                 75,209            
75,209
  Other                                                107,068           
164,777
                                                  ------------      
------------
     Total current assets                           17,462,457        
17,747,808

Fixed assets, net                                    3,673,620         
3,033,257
Investments                                            396,848           
843,375
Other assets                                           898,436         
1,401,153
                                                  ------------      
------------
                                                  $ 22,431,361      $ 
23,025,593
                                                  ============      
============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable                                $  5,498,178      $  
4,102,868
  Accrued expenses                                     582,065           
675,958
  Accrued wages, salaries and bonuses                  426,659           
459,873
  Income taxes payable                                 795,309           
643,568
  Current portion of long-term debt                    340,995           
293,665
                                                  ------------      
------------
     Total current liabilities                       7,643,206         
6,175,932
                                                  ------------      
------------

Deferred income taxes                                   91,685           
276,556
Long-term debt, less current portion                 8,421,619         
9,951,495
                    
Shareholders' equity:
  Preferred stock, $.01 par value, 1,000,000
   shares authorized, none and 250,000 shares
   issued and outstanding at March 31, 1997 
   and September 30, 1996, respectively                      -             
2,500
  Common stock, $.01 par value, 5,000,000 
   shares authorized, 2,450,000 shares
   issued and outstanding                               24,500            
24,500
  Additional paid-in capital                         2,213,828         
3,411,328
  Unrealized gain on investments available-
   for-sale, net of $103,356 and $288,227 tax          142,730           
398,028
  Retained earnings                                  3,907,108         
2,798,569
                                                  ------------      
------------
                                                     6,288,166         
6,634,925
Less treasury stock, 4,097 shares, at cost             (13,315)          
(13,315)
                                                  ------------      
------------
     Total shareholders' equity                      6,274,851         
6,621,610
                                                  ------------      
------------
                                                  $ 22,431,361      $ 
23,025,593
                                                  ============      
============

</TABLE>

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







                            AMCON Distributing Company
                               Statements of Income
              for the three and six months ended March 31, 1997 and 1996
                                    (Unaudited)
--------------------------------------------------------------------------------
----
<TABLE>
<CAPTION>
                                      For the three months           For the 
six months 
                                        ended March 31                 ended 
March 31 
                                    -------------------------    
--------------------------
                                        1997          1996           
1997           1996
                                    -----------   -----------    
------------   ----------- 
<S>                                     <C>            <C>           
<C>            <C>
Sales (including excise taxes 
 of $9.9 million and $9.2 million,   
 and $19.7 million and $18.9
 million, respectively)             $40,020,268   $39,509,118     
$81,395,529   $80,775,224    
Cost of sales                        35,648,916    35,097,370      
72,333,114    71,201,368
                                    -----------   -----------     
-----------   -----------
     Gross profit                     4,371,352     4,411,748       
9,062,415     9,573,856
Selling, general and
 administrative  expenses             3,803,024     3,995,285       
7,600,886     8,180,221
Depreciation and amortization           213,745       200,227         
410,709       384,712
                                    -----------   -----------     
-----------   -----------

   Income from operations               354,583       216,236       
1,050,820     1,008,923

Other expense (income):
  Interest expense                      199,061       295,848         
391,866       602,810
  Other expense (income), net           (67,482)       39,131      
(1,219,927)      (35,733)
                                    -----------   -----------     
-----------   -----------

Income(loss) before income taxes        223,004      (118,743)      
1,878,881       
441,846                                                                         
                  
Income tax (benefit) expense             91,431       (49,872)        
770,341       185,575
                                    -----------   -----------     
-----------   -----------

Net (loss) income                       131,573       (68,871)      
1,108,540       256,271    
Accretion of preferred stock                  -        25,000               
-        50,000
                                    -----------   -----------     
-----------   -----------
Net income (loss) attributable
 to common shareholders             $   131,573   $   (93,871)    $ 
1,108,540   $   206,271
                                    ===========   ===========     
===========   ===========
Earnings (loss) per common and
 common equivalent share 
 attributable to common
 shareholders                       $      0.05   $    ($0.04)    $      
0.45   $      0.08
                                    ===========   ===========     
===========   ===========

Weighted average common and
 common equivalent shares
 outstanding                          2,451,529     2,462,632       
2,450,080     2,464,260
                                    ===========   ===========     
===========   ===========
     
</TABLE>

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




                           AMCON Distributing Company
                            Statements of Cash Flows
                for the six months ended March 31, 1997 and 1996
                                   (Unaudited)
--------------------------------------------------------------------------------
----
<TABLE>
<CAPTION>
                                                          1997           1996
                                                          -----------    
-----------
<S>                                                          <C>            
<C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                              $ 1,108,540    $   
256,271
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Depreciation and amortization                             410,709        
384,712
    (Gain) loss on sales of fixed assets, and
      trading securities                                      (52,950)         
8,923
    Gain on sale of Denver beer distributorship            
(1,102,205)             -
    Purchases of trading securities                                  -       
(14,825)
    Proceeds from sale of trading securities                   24,600         
13,518
    Changes in assets and liabilities:
      Accounts receivable                                      33,380         
43,526
      Inventories                                            (695,919)       
(66,222)
      Other current assets                                     57,709        
(75,825)
      Other assets                                            (22,497)       
(36,000)
      Accounts payable                                      1,395,310        
556,027
      Accrued expenses and accrued wages, 
        salaries, and bonuses                                (127,107)       
135,695
      Income taxes payable                                    151,741        
(54,064)
                                                          -----------    
-----------

  Net cash provided by operating activities                 1,181,311      
1,151,736
                                                          -----------    
-----------


CASH FLOWS FROM INVESTING ACTIVITIES:    
  Purchases of fixed assets                                  (516,508)      
(367,704)
  Purchases of water bottling company assets                 
(456,705)             -
  Proceeds from sales of fixed assets                          71,662         
64,891
  Proceeds from sales of available-for-sale securities         
33,967              -
  Proceeds from sale of Denver beer distributorship         
2,371,994              -
                                                          -----------    
-----------
  Net cash provided by (used in) investing activities       1,504,410       
(302,813)
                                                          -----------    
-----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                363,961        
105,400
  Net (payments) proceeds on bank credit agreement         (1,662,244)      
(362,965)
  Payments on long-term and subordinated debt                (184,263)      
(565,337)
  Redemption of preferred stock                            
(1,200,000)             -
                                                          -----------    
-----------

  Net cash used in financing activities                    (2,682,546)      
(822,902)
                                                          -----------    
-----------


Net increase (decrease)in cash                                  3,175         
26,021

Cash, beginning of period                                      21,497         
14,597
                                                          -----------    
-----------
 
Cash, end of period                                       $    24,672    $    
40,618
                                                          ===========    
===========
</TABLE>



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




                           AMCON Distributing Company
                         Notes to Financial Statements
                            March 31, 1997 and 1996
-------------------------------------------------------------------------------



1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

2.  NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS:

Net income attributable to common shareholders was computed under the treasury 
stock method using the weighted average number of common shares and dilutive 
common stock equivalent shares outstanding during the period.  Earnings used 
in the calculation for the three and six months ended March 31, 1996 are 
reduced by accretion on preferred stock.

3.  SALE OF BEER DISTRIBUTORSHIP

On October 4, 1996, the Company sold its beer distributorship assets located 
in Denver, Colorado for $2.4 million.  The gain associated with the sale was 
$1,102,000.  The Company's operating expenses associated with closing the 
Denver facility were $250,000 during the six months ended March 31, 1997.  

4.  PURCHASE OF WATER BOTTLING ASSETS

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

5.  REDEMPTION OF PREFERRED STOCK

On December 23, 1996, the Company redeemed all 250,000 shares of Series A 
Cumulative Redeemable Convertible Preferred Stock at a price of $4.80 per 
share or $1,200,000.  The Company redeemed the Preferred Stock in order to 
avoid the future payment of the 12% cumulative dividend associated with the 
Preferred Stock that would accrue after December 23, 1996. The redemption was 
financed with borrowings under the Facility.



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

RESULTS OF OPERATIONS

Comparison of the three-month and six-month periods ended March 31, 1997 and
March 31, 1996

Sales for the three months ended March 31, 1997 increased 1.3% to $40.0 
million, compared to $39.5 million for the same period in prior fiscal year.  
Beer and beverage sales related to the Denver facility declined $1.6 million 
during the  second quarter as compared to the prior year as a result of the 
sale of the operation in October 1996.  Sales from the core distribution 
business during the second quarter increased by $2.1 million over the prior 
year as follows:  Cigarette sales increased $973,000 primarily due to price 
increases over the prior year.  Food service sales increased $225,000 
primarily due to increased sales related to the Company's branded food service 
program.  Tobacco sales increased $345,000, candy sales increased $228,000 and 
all other product sales increased by $366,000 due to increase in the demand 
for such products from the customer base.

Sales for the six months ended March 31, 1997 increased 0.8% to $81.4 million 
compared to $80.8 million for the six months ended March 31, 1996.  Beer and 
beverage sales related to the Denver facility declined $2.7 million during 
the   six months ended March 31, 1997 as compared to the same period in the 
prior year as a result of the sale of the operation in October 1996.  Sales 
from the core distribution business during the six months ended March 31, 1997 
increased by $3.4 million over the prior year as follows:  Cigarette sales 
increased $1.3 million primarily due to price increases over the prior year.  
Food service sales increased $499,000 primarily due to increased sales related 
to the Company's branded food service program.  Tobacco sales increased 
$566,000, candy sales increased $514,000 and all other product sales increased 
by $548,000 due to increase in the demand for such products from the customer 
base.

Gross profit decreased 0.9% to $4.37 million for the three months ended March 
31, 1997 from $4.41 million over the same period during the prior year.  Gross 
profit as a percent of sales declined to 10.9% for the quarter ended March 31, 
1997 compared to 11.2% for the quarter ended March 31, 1996.  The decrease in 
gross profit was primarily attributable to the sale of the Denver beer 
distributorship which accounted for a $284,000 reduction in gross profit.  
Gross profit decreased 5.3% to $9.1 million for the six months ended March 31, 
1997 from $9.6 million over the same period during fiscal 1996.  As a percent 
of sales, gross profit declined to 11.1% for the six months ended March 31, 
1997 compared to 11.8% for the six month ended March 31, 1996.  The decrease 
in gross margin was primarily attributable to the sale of the Denver beer 
distributorship which accounted for a $725,000 reduction in gross profit, and 
a $367,000 or 12.8% reduction in purchase discounts from cigarette 
manufacturers on the Company's private label cigarettes.  These reductions in 
gross profit were offset by a $581,000 increase in gross profit from the increas
ed sales of cigarettes, tobacco, food service and other products. 

Sales of the Company's private label cigarette have continued to decline since 
1993 when cigarette manufacturers substantially reduced the price of premium 
brand cigarettes.  Management anticipates that the volume of private label 
cigarettes could continue to decline by as much as 10% to 20%.  If such a 
decline is realized, gross profit from private label cigarette sales could 
decrease annually by $150,000 to $300,000 in fiscal 1997 and 1998.

Total operating expense, which includes selling, general and administrative 
expenses and depreciation and amortization, decreased 4.3% or $179,000 to $4.0 
million for the quarter ended March 31, 1997 compared to the same period in 
fiscal 1996. The decrease was primarily due to the sale of the Denver beer 
distributorship and the subsequent closing of the Denver facility which 
accounted for a reduction in operating expenses of $370,000.  This reduction 
was offset by an increase of $191,000 in operating expense by the other 
distribution centers which was incurred to support the increase in sales.  As 
a percentage of sales, total operating expense decreased to 10.0% from 10.6% 
during the same period in the prior year.
                                  
For the six month period ended March 31, 1997, total operating expense 
decreased 6.5% or $553,000 to $8.0 million, compared to the same period in the 
prior year.  The decrease was primarily due to the sale of the Denver beer 
distributorship and the subsequent closing of the Denver facility which 
accounted for a reduction in operating expenses of $802,000.  This reduction 
was offset by an increase of $249,000 in operating expense by the other 
distribution centers which was incurred to support the increase in sales.  As 
a percentage of sales, total operating expense for the six months ended March 
31, 1997 decreased to 9.8% from 10.6% during the same period in the prior 
year.

As a result of the above, income from operations for the quarter ended March 
31, 1997 increased $138,000 to $355,000.  Income from operations for the six 
month period ended March 31, 1997 increased $42,000 to $1,051,000.

Interest expense for the three months ended March 31, 1997 decreased 32.7%, or 
$97,000, over the same period in the prior year.  Interest expense for the six 
month period ended March 31, 1997 decreased 35.0%, or $211,000, compared to 
the six month period ended March 31, 1996.  The decrease was primarily due to 
a $2.8 million and $4.0 million reduction in the average amount borrowed under 
the Company's revolving credit facility with a bank (the "Facility") during 
the three and six month periods ended March 31, 1997, respectively.  
Notwithstanding the $499,000 borrowed to finance the purchase and installation 
of the water bottling assets from November 1996 through January 1997 and the 
$1.2 million borrowed to finance the purchase of the Company's outstanding 
preferred stock in December 1996, the Company was able to reduce average 
borrowings under the Facility as a result of the cash generated from the sale 
of the Denver beer distributorship during the first quarter of fiscal 1997 and 
the sale of a building in the fourth quarter of fiscal 1996. 

Other income of $67,000 for the three months ended March 31, 1997 consisted of 
gains on sales of fixed assets, recovery of prior years discounts from 
non-cigarette manufacturers, increase in market value of trading securities 
and other miscellaneous items, the majority of which are not expected to 
recur.  Other income for the six months ended March 31, 1997 was generated 
primarily by the gain associated with the sale of the Denver beer 
distributorship of $1.1 million.

As a result of the above factors, net income attributable to common 
shareholders during the three months ended March 31, 1997 was $131,573 
compared to a net loss of $93,872 for the three months ended March 31, 1996. 
Net income attributable to common shareholders during the six months ended 
March 31, 1997 was $1,108,540 compared to $206,270 for the six months ended 
March 31, 1996.

As described in Management's Discussion and Analysis in the Company's Annual 
Report to Shareholders for the Fiscal Year Ended September 30, 1996, the 
Company's operating income is subject to a number of factors which are beyond 
the control of management, such as changes in manufacturers' cigarette pricing 
which affects the market for generic and private label cigarettes.  The 
Company continues to remain dependent on cigarette sales which represent 
approximately 66% of its revenue.  Net income remains heavily dependent on 
sales of the Company's private label cigarettes and volume discounts received 
in connection with such sales. The Company continues to evaluate various steps 
it may take to improve net income in future periods, including acquisitions of 
distributing companies and continued sales of assets that are no longer 
essential to its primary business activities, such as, marketable securities, 
investments and certain real estate.  An analysis of such assets held at March 
31, 1997 is as follows:

                                            ESTIMATE OF GAIN
                                    -------------------------------
                                     March 31,        September 30,
  DESCRIPTION OF ASSET                  1997              1996
  --------------------              ------------      -------------

  Investments (available-for-sale)     $245,000          $686,000 
  Condominium & furnishings             450,000           450,000  
 
Investments consist of 83,000 and 86,500 shares of Cayman Water Company 
Limited (CWC), a public company which is listed on NASDAQ, at March 31, 1997 
and September 30, 1996, respectively.  The Company's basis in the securities 
was $151,000 and $157,000 and the fair market value of the securities was 
$396,000 and $843,000 on March 31, 1997 and September 30, 1996, respectively.  
The fair market value of the securities on April 30, 1997 was $602,000.  
During the six months ended March 31, 1997, the Company sold 3,500 shares of 
CWC and recognized a gain of approximately $28,000.
 
The condominium and furnishings consist of a condominium in the Cayman Islands 
which is used in furtherance of the Company's business marketing strategies.  
The costs and benefits associated with retaining the condominium are being 
evaluated in relation to the current business strategies of the Company.

LIQUIDITY AND CAPITAL RESOURCES

During the six months ended March 31, 1997, the Company increased cash flow 
from operating activities through increases in accounts payable due to 
additions to the cigarette inventory to supply quarter end promotions offered 
by cigarette manufacturers.  Cash was provided by investing activities through 
the sale of the Denver, Colorado beer distributorship for $2.4 million and was 
utilized in investing activities during the six month period ended March 31, 
1997 primarily to purchase and install water bottling assets for $499,000 and 
to purchase additional delivery vehicles.  Cash was utilized in financing 
activities to make payments on the Facility and to redeem all of the Company's 
outstanding Preferred Stock.

The Company had working capital of approximately $9.8 million as of March 31, 
1997 compared to $11.6 million as of September 30, 1996.  The Company's debt 
to equity ratio was 2.57 at March 31, 1997 compared to 2.48 at September 30, 
1996.

The Facility allows the Company to borrow up to $10 million at any time with 
an option to borrow up to an additional $3 million for a period of 90 days.  
The Company may exercise this option up to twice per year.  As of March 31, 
1997, the Company had borrowed approximately $7.7 million under the Facility.

The Company also maintains a $1,250,000 non-revolving line of credit used to 
finance the purchase of trucks and delivery equipment.  Advances against the 
non-revolving line of credit were $855,000 through March 31, 1997.  The amount 
available on the non-revolving line of credit was $395,000 at March 31, 1997.  
The line of credit is secured by a first lien on the delivery vehicles 
purchased with the loan proceeds.

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

CONCERNING FORWARD LOOKING STATEMENTS

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

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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



PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) EXHIBITS

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

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

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

11.1   Statement re: computation of per share earnings

27.0   Financial Data Schedules

(b)    Reports on Form 8-K

       No reports on Form 8-K were filed for the quarter ended March 31, 
1997.   



                           SIGNATURES

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

                       AMCON DISTRIBUTING COMPANY
                             (registrant)                     


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


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