EXHIBIT 10.3

                      FOURTH AMENDMENT TO CREDIT AGREEMENT


This amendment is made effective as of the 10th day of October, 1997 by and
between AMCON Distributing Company, a Delaware corporation (the "Borrower"),
and Norwest Bank Minnesota, National Association, a national banking
association (the "Lender").

                                RECITALS

The Borrower and the Lender have entered into a Credit and Security Agreement
dated as of July 25, 1994, (as amended, the "Credit Agreement").

The Lender has agreed to make certain loan advances to the Borrower pursuant
to the terms and conditions set forth in the Credit Agreement.

The loan advances under the Credit Agreement are evidenced by the Borrower's
revolving note dated as of December 31, 1996, in the maximum principal amount
of $13,000,000 and payable to the order of the Lender (the "Note").

All indebtedness of the Borrower to the Lender is secured pursuant to the
terms of the Credit Agreement and all other Security Documents as defined
therein (collectively, the "Security Documents").

The Borrower has requested that certain amendments be made to the Credit
Agreement, which the Lender is willing to make pursuant to the terms and
conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants
and agreements herein contained, it is agreed as follows:

1.  Terms used in this Amendment which are defined in the Credit Agreement
shall have the same meanings as defined therein, unless otherwise defined
herein.

2.  A.  The following definitions set forth in Section 1.1 of the Credit
Agreement are hereby amended as follows or to read as follows, as the case may
be:

        "BORROWING BASE" means, at any time and subject to change from time to
        time in the Lender's sole discretion, the lesser of

           (a) the Commitment, or

           (b) the sum of

               (i) eighty five percent (85%) of Eligible Accounts, plus

               (ii) (I) for the period from October 10, 1997 until and 
               including April 10, 1998 the sum of (1) seventy five percent 
               (75%) of the value of Eligible Cigarette Inventory up to
               $4,750,000, plus (2) one hundred percent (100%) of the value of
               Eligible Cigarette Inventory in excess of $4,750,000 (provided,
               that the maximum amount which may be advanced against Eligible
               Cigarette Inventory at the 100% advance rate shall be limited
               to $10,000,000), and (II) after April 10, 1998, seventy five
               percent (75%) of the value of Eligible Cigarette Inventory,
               plus

               (iii) fifty percent (50%) of the value of Other Eligible
               Inventory.

        "COLLATERAL" is amended to add the phrase "Investment Property," after
        the word "Inventory" and before the word "and".

        "COMMITMENT" means (unless said amount is reduced pursuant to Section
        2.4(b) hereof; in which event it means the amount to which said amount
        is reduced), $25,000,000 until and including April 10, 1998, and 
        $15,000,000 and after April 10, 1998, provided, however, that subject
        to the  other terms and conditions contained herein and so long as no
        Default or Event of Default has occurred, the Borrower may on or after
        May 1, 1998, increase such amount in excess of $15,000,000 but in no
        event in excess of $18,000,000, upon written notice to the Lender and
        provided further, however, that such increase shall be subject to the
        condition that such amount may only be increased twice during any
        fiscal year of the Borrower for, in each case, a maximum period of up
        to ninety (90) consecutive calendar days and at the end of any such
        increase, the amount of the Commitment shall return to $15,000,000."

        "NOTE" means that certain Second Amended and Restated Revolving Note
        dated effective as of October 10, 1997 executed by the Borrower and
        payable to the order of the Lender in the original principal amount of
        $25,000,000."

        "TERMINATION DATE" means January 31, 2000."

    B.  The following definition is hereby added to Section 1.1 of the Loan
Agreement:

        "INVESTMENT PROPERTY" means all of the Borrower's investment property
        including, without limitation, securities, securities entitlements,
        financial assets and certificates of deposit of the Borrower and all
        funds of the Borrower on deposit with and all property in the
        possession of the Lender or any depository institution, each whether
        now owned or hereafter acquired."

    C.  Section 2.2 of the Credit Agreement is hereby amended to delete the 
third sentence thereof.

    D.  The second sentence of Section 2.5 of the Credit Agreement is hereby
amended in its entirety to read as follows:

        "Without limiting the generality of the foregoing, (i) as of April 10,
        1998, the "Commitment" shall automatically reduce from $25,000,000 to
        $15,000,000 and the Borrower shall immediately prepay the Advances to
        the extent necessary to reduce the sum of the outstanding principal
        balance of the Advances to the Borrowing Base, and (ii) at the end of
        any period for which the Commitment has been increased from
        $15,000,000 to $18,000,000, the Borrower shall immediately prepay the 
        Advances to the extent necessary to reduce the sum of the outstanding
        principal balance of the Advances to the Borrowing Base."

    E.  Section 2.11(a) of the Credit Agreement is hereby amended in its
entirety to read as follows:

        "(a) The Borrower agrees to pay the Lender a commitment fee at the 
        rate of one-quarter of one percent (.25%) per annum on the average 
        daily unused amount of the Commitment from the date hereof to and 
        including the date on which such facility is terminated, due and
        payable monthly in arrears on the first day of each month occurring on
        or after the date hereof, provided that any such commitment fee
        remaining unpaid upon termination of the Credit Facility or
        acceleration of the Note by the Lender pursuant to Section 8.2 hereof
        shall be due and payable on the date of such termination or
        acceleration.  Such fee shall be calculated on the basis of actual
        days elapsed in 360 day year."

    F.  Section 6.12 of the Credit Agreement is hereby amended in its entirety
to read as follows:

        "Section 6.12 FIXED CHARGE COVERAGE RATIO.  The Borrower will at all
        times maintain (exclusive of any Subsidiaries or Affiliates unless the
        Lender specifically consents in writing to their inclusion in such
        calculation), a Fixed Charge Coverage Ratio (calculated monthly using
        the average of the preceding 12 months actual results) of at least 1.1
        to 1.0 until and including January 31, 1998, and at least 1.15 to 1.0
        from February 1, 1998 until and including January 31, 1999; and 1.2 to
        1.0 thereafter."

    G.  Section 6.13 is hereby amended in its entirety to read as follows:

        "Section 6.13 INTEREST COVERAGE RATIO.  The Borrower will at all times
        maintain (exclusive of any Subsidiaries or Affiliates unless the 
        Lender specifically consents in writing to their inclusion in such 
        calculation), an Interest Coverage Ratio (calculated monthly using 
        the average of the preceding 12 months actual results) of at least 1.5
        to 1.0."

    H.  Section 6.15 is hereby amended in its entirety to read as follows:

        "Section 6.15 MINIMUM NET INCOME.  The Borrower will at all times
        maintain (exclusive of any Subsidiaries or Affiliates unless the
        Lender specifically consents in writing to their inclusion in such
        calculation), Net Income calculated as of the last day of each fiscal
        year of the Borrower of at least $1,000,000."

    I.  Section 7.10 of the Credit Agreement is hereby amended in its entirety
to read as follows:

        "Section 7.10 CAPITAL EXPENDITURES.  The Borrower will not make or
        contract to make Capital Expenditures in excess of $1,250,000 in the 
        aggregate during any fiscal year, whether such Capital Expenditures
        are payable currently or in the future; provided, however, that in
        addition to said $1,250,000 limit, the Borrower may incur up to an
        additional $600,000 in Capital Expenditures so long as such additional
        Capital Expenditures consist of fixtures and improvements permanently
        affixed to the real property upon which the Borrower's Bismarck, North
        Dakota facility is located (and not including any equipment or other 
        capital assets to be located in such premises but not permanently
        affixed therto)."

3.  Except as explicitly amended by this Amendment, all of the terms and
conditions of the Credit Agreement shall remain in full force and effect and
shall apply to any advance thereunder.

4.  The Lender hereby consents to the acquisition by the Borrower of certain
of the assets of Marcus Distributors, Inc. pursuant to that certain agreement
of sale and purchase dated as of September 6, 1997.

5.  This Amendment shall be effective upon receipt by the Lender of an
executed original hereof, together with each of the following, each in 
substance and form acceptable to the Lender in its sole discretion:

   (a) The second amended and restated revolving note duly executed on behalf
   of the Borrower (the "Replacement Note").

   (b) Certificate of the Secretary of the Borrower certifying as to (i) the
   resolutions of the board of directors of the Borrower approving the
   execution and delivery of this Amendment, the Replacement Note and all
   prior amendments (ii) the fact that the Articles of Incorporation and
   Bylaws of the Borrower, which were certified and delivered to the Lender
   pursuant to the Certificate of the Borrower's Secretary dated as of July
   25, 1994 in connection with the execution and delivery of the Credit
   Agreement continue in full force and effect and have not been amended or
   otherwise modified except as set forth in the Certificate to be delivered,
   and (iii) certifying that the officers and agents of the Borrower who have
   been certified to the Lender, pursuant to the Certificate of the Borrower's
   Secretary dated as of July 25, 1994, as being authorized to sign and to act
   on behalf of the Borrower continue to be so authorized or setting forth the
   sample signatures of each of the officers and agents of the Borrower
   authorized to execute and deliver this Amendment and all other documents,
   agreements and certificates on behalf of the Borrower.

   (c)  A UCC-1 financing statement duly executed by the Borrower for filing
   in St. Louis County, Missouri.

   (d)  UCC-3 amendments duly executed by the Borrower amending the existing
   financing statements filed in Green County, Missouri, and with the
   Secretaries of State of the States of Nebraska, Missouri, Kansas, North
   Dakota, South Dakota, and Wyoming, which amendments will amend the
   description of the collateral covered by the prior filings to include 
   Investment Property.

   (e)  A landlord's disclaimer and consent agreement, duly executed by the
   landlord of the Borrower's new facility at 4815 North Lindbergh Boulevard,
   St. Louis, Missouri, 63044, together with a copy of the lease for such
   premises.

   (f)  An acknowledgment of security interest and waiver of liens (warehouse)
   duly executed by the warehousemen of the Borrower's new bonded warehouse
   facility at 7402 L Street, Omaha, NE together with the consent of the
   Borrower thereto.

6. The Borrower hereby represents and warrants to the Lender as follows:
   
   (a)  The Borrower has requisite power and authority to execute this 
   Amendment and the Replacement Note and to perform all of it obligations
   hereunder, and this Amendment and the Replacement Note have been duly
   executed and delivered by the Borrower and constitute the legal, valid and
   binding obligations of the Borrower, enforceable in accordance with their
   respective terms.

   (b)  The execution, delivery and performance by the Borrower of this 
   Amendment and the Replacement Note have been duly authorized by all
   necessary corporate action and do not (i) require any authorization,
   consent or approval by any governmental department, commission, board,
   bureau, agency or instrumentality, domestic or foreign, (ii) violate any
   provision of any law, rule or regulation or of any order, writ, injunction
   or decree presently in effect, having applicability to the Borrower, or the
   articles of incorporation or by-laws of the Borrower, or (iii) result in a
   breach of or constitute a default under any indenture or loan or credit
   agreement or any other agreement, lease or instrument to which the Borrower
   is a party or by which it or its properties may be bound or affected.

   (c)  All of the representations and warranties contained in Article V of 
   the Credit Agreement are correct on and as of the date hereof as though
   made on and as of such date, except to the extent that such representations
   and warranties relate solely to an earlier date.

7.  All references in the Credit Agreement to "this Agreement" shall be deemed
to refer to the Credit Agreement as amended hereby; and any and all references
in the Security Documents to the Credit Agreement shall be deemed to refer to
the Credit Agreement as amended hereby. Upon the satisfaction of each of the
conditions set forth in paragraph 5 hereof, the definition of "Note" and all
references thereto in the Credit Agreement and the Security Documents shall be
deemed amended to describe the Replacement Note, which Replacement Note shall
be issued by the Borrower to the Lender in replacement, renewal and amendment,
but not in repayment, of the Note.

8.  The execution of this Amendment and acceptance of the Replacement Note and
any documents related hereto shall not be deemed to be a waiver of any Default
or Event of Default under the Credit Agreement or breach, default or event of
default under any Security Document or other document held by the Lender,
whether or not known to the Lender and whether or not existing on the date of
this Amendment.

9.  The Borrower hereby absolutely and unconditionally releases and forever
discharges the Lender, and any and all participants, parent corporations,
subsidiary corporations, affiliated corporations, insurers, indemnitors,
successors and assigns thereof, together with all of the present and former
directors, officers, agents and employees of any of the foregoing, from any
and all claims, demands or causes of action of any kind, nature or
description, whether arising in law or equity or upon contract or tort or
under any state or federal law or otherwise, which the Borrower has had, now
has or has made claim to have against any such person for or by reason of any
act, omission, matter, cause or thing whatsoever arising from the beginning of
time to and including the date of this Amendment, whether such claims, demands
and causes of action are matured or unmatured or known or unknown.

10.  The Borrower hereby reaffirms its agreement under the Credit Agreement to
pay or reimburse the Lender on demand for all costs and expenses incurred by
the Lender in connection with the Credit Agreement, the Security Documents and
all other documents contemplated thereby, including without limitation all
reasonable fees and disbursements of legal counsel.  Without limiting the
generality of the foregoing, the Borrower specifically agrees to pay all fees
and disbursements of counsel to the Lender for the services performed by such
counsel in connection with the preparation of this Amendment and the documents
and instruments incidental hereto.  The Borrower hereby agrees that the Lender
may, at any time or from time to time in its sole discretion and without
further authorization by the Borrower, make a loan to the Borrower under the
Credit Agreement, or apply the proceeds of any loan, for the purpose of paying
any such fees, disbursements, costs and expenses.

11.  This Amendment and the Acknowledgment and Consent of Participants may be
executed in any number of counterparts, each of which when so executed and
delivered shall be deemed an original and all of which counterparts, taken
together, shall constitute one and the same instrument.

    IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
    duly executed effective as of the day and year first above written.

                                         AMCON DISTRIBUTING COMPANY


                                         By: Michael D. James
                                             -----------------
                                             Its: CFO
                                                  ------------


                                         NORWEST BANK MINNESOTA, NATIONAL
                                         ASSOCIATION


                                         By: Patricia Lodholz
                                             -------------------
                                             Its: Vice President
                                                  --------------



     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 
     duly executed effective as of the day and year first above written.

                                         AMCON DISTRIBUTING COMPANY


                                         By: Michael D. James
                                             ---------------- 
                                             Its: CFO
                                                  -----------


                                         NORWEST BANK MINNESOTA, NATIONAL
                                         ASSOCIATION


                                         By: Patricia Lodholz
                                             --------------------
                                             Its: Vice President
                                                  ---------------



                  ACKNOWLEDGMENT AND CONSENT OF PARTICIPANTS

The undersigned, Norwest Business Credit, Inc., a Minnesota corporation
("NBCI") and Norwest Bank Nebraska, National Association, a national banking
corporation ("Nebraska"), have each purchased participation interests in,
among other things, all "Loans" made under the Credit Agreement, pursuant to,
respectively, that certain Participation and Servicing Agreement (Pro Rate
Basis) dated as of November 3, 1994 by and between the Lender and NBCI, and
that certain Participation Agreement (Pro Rate Basis) dated as of November 3,
1994 by and between NBCI and Nebraska, and each hereby acknowledges the
foregoing amendments, and consents to such amendments.

                                         NORWEST BUSINESS CREDIT, INC.


                                         By: Gary P. Yakel
                                             ------------------
                                            Its: Vice President
                                                 --------------

                                         NORWEST BANK NEBRASKA, NATIONAL
                                         ASSOCIATION

  
                                         By: James D. Vokal, Jr.
                                             ------------------
                                             Its: Asst. VP
                                                  -------------