SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                            ----------------------
                                  FORM 10-K

/X/  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT   
     OF 1934 FOR THE FISCAL YEAR ENDED  September 30, 1998
                                        -----------------------------------

/ /  TRANSITION REPORT PURSUANT TO SECTION 13 OF 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                                              47-0702918
--------------------------------                          -------------------
(State or other jurisdiction                              (I.R.S. Employer of
incorporation or organization)                            identification No.)


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

Registrant's telephone number, including area code: (402) 331-3727
                                                    --------------
Securities registered pursuant to Section 12(b) of the Act:

              Title of each class              Name of each exchange on
                                                   which registered

                     None                                  None     
               ----------------                     -----------------

         Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.01 Par Value
-----------------------------------------------------------------------------
                              (Title of class)

     Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 of 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
                                                    --------     --------

     Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrants' knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any other amendment to this Form 10-K. / /

     The aggregate market value of equity securities held by non-affiliates
of the Registrant on December 11, 1998 was approximately $6,262,000.

     As of December 11, 1998 there were 2,479,903 shares of common stock
outstanding.

                 - Documents Incorporated by Reference -
                 ---------------------------------------

     Portions of the 1998 Annual Report to Stockholders are incorporated
therein by reference into Parts I, II and IV.  Portions of the Proxy
Statement pertaining to the March 18, 1999 Annual Stockholders' Meeting
are incorporated herein by reference into Part III.

                                      1



                      AMCON DISTRIBUTING COMPANY
                      --------------------------

                     1998 FORM 10-K ANNUAL REPORT
                     ----------------------------
                           Table of Contents
                                                                         Page
                                                                         ----
                               PART I

Item 1.   Business.........................................................3

Item 2.   Properties.......................................................8

Item 3.   Legal Proceedings................................................9

Item 4.   Submission of Matters to Vote of Security Holders................9

Item 4A.  Executive Officers of the Company................................9

                              PART II

Item 5.   Market for the Registrant's Common Stock and Related 
          Stockholder Matters.............................................10

Item 6.   Selected Financial Data.........................................10

Item 7.   Management's Discussion of Analysis of Financial
          Condition and Results of Operations.............................10

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk......11

Item 8.   Financial Statements and Supplementary Data.....................11

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.............................11

                              PART III

Item 10.  Directors and Executive Officers of the Registrant..............11 

Item 11.  Executive Compensation................................ .........11

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management......................................................12

Item 13.  Certain Relationships and Related
          Transactions....................................................12

                               PART IV

Item 14.  Exhibits, Financial Statement Schedules and
          Reports on Form 8-K.............................................13

                                       2



PART I

ITEM 1.   BUSINESS

GENERAL

     AMCON Distributing Company (together with its wholly-owned subsidiary,
Food For Health Co., Inc.) is a distributor of consumer products in the Great
Plains, Rocky Mountain and Southwest regions of the United States.  As used
herein, unless the context indicates otherwise, the term "ADC" means the
separate company operations or "traditional business" of AMCON Distributing
Company, the term "FFH" means Food For Health Co., Inc. and the term "AMCON"
or the "Company" means AMCON Distributing Company and its subsidiary.

     The Company distributes approximately 24,000 different consumer products,
including cigarettes and tobacco products, candy and other confectionery,
beverages, groceries, paper products, health and beauty care products, natural
food and related products and institutional food service products.

     The Company has over 8,500 customers and no single account represented
more than 7% of AMCON's total revenues during fiscal 1998.  The Company
distributes products primarily to retailers such as convenience stores,
discount and general merchandise stores, grocery stores and supermarkets,
health food stores, natural food stores, drug stores and gas stations.  In
addition, the Company services institutional customers, including restaurants
and bars, schools, sports complexes and vendors, as well as other wholesalers. 

     While cigarettes accounted for approximately 63% of the Company's sales
volume during its most recent fiscal year, the Company continues to diversify
its businesses and product lines in an attempt to lessen the Company's
dependence on cigarette sales.

TRADITIONAL BUSINESS

     ADC serves approximately 7,500 retail outlets in the Great Plains and
Rocky Mountain regions and was ranked by the U.S. Distribution Journal as the
twenty-seventh largest tobacco, candy and convenience store distributor of
approximately 1,000 distributors of such products in the United States based
on 1997 sales volume.  From its inception, ADC pursued a strategy of growth
through acquisition.  From 1993 to 1998, ADC focused on increasing operating
efficiency in its traditional business by merging smaller branch distribution
facilities into larger ones.  In addition, ADC controlled growth through
expansion of its market area into contiguous regions and by introduction of
new product lines to customers.  In fiscal 1998, ADC continued its growth-by-
acquisition strategy by acquiring a candy and tobacco distribution business in
St. Louis, Missouri.

     ADC distributes approximately 9,000 different consumer products,
including cigarettes and tobacco products, candy and other confectionery,
beverages, groceries, paper products, health and beauty care products and
institutional food service products.  ADC's principal suppliers include Philip
Morris, RJR Nabisco, Brown & Williamson, Proctor & Gamble, Hershey, Mars,
William Wrigley and Planters-Lifesavers.  ADC also markets private label lines
of cigarettes, tobacco, snuff, water and candy products.

                                      3



     ADC has sought to increase sales to convenience stores and petroleum
marketers by adopting a number of operating strategies which it
believes gives it a competitive advantage with these types of retailers. 
One key operating strategy is a commitment to customer service.  In a
continuing effort to provide better service than its competitors, ADC carries
a broad and diverse product line which allows ADC to offer "one-stop shopping"
to its customers.  ADC offers self-service health and beauty programs, grocery
products and custom food service programs which have proven to be profitable
to convenience store customers.  In addition, ADC has a policy of next-day
delivery and employs a concept of selling products in cut-case quantities or
"by the each" (i.e., individual units).  ADC also offers planograms to
convenience store customers to assist in the design of their store and display
of products within the store.   

     ADC has worked to improve its operating efficiency by investing in the
latest in systems technology, including computerization of buying and
financial control functions.  ADC has also sought to reduce inventory expenses
by improving the number of times its inventory is renewed during a period
("inventory turns") for the same level of sales.  Inventory turns improved
from 16.3 times in fiscal 1994 to 17.5 times in fiscal 1995 and 21.2 times in
fiscal 1996 to 21.8 times in fiscal 1997.  Inventory turns declined slightly
to 19.6 times in fiscal 1998 as ADC managed its inventory levels to take
advantage of manufacturers price increases anticipated by management.  By
keeping its operating costs down, ADC is better able to price its products in
such a manner to achieve an advantage over less efficient distributors in its
market areas.  

     ADC has seven distribution centers located in Kansas, Missouri, Nebraska,
North Dakota, South Dakota, and Wyoming.  These distribution centers contain a
total of approximately 311,100 square feet of floor space and employ
state-of-the-art equipment for the efficient distribution of the large and
diverse product mix sold by ADC.  ADC also operates a fleet of approximately
90 delivery vehicles, ranging from half-ton vans to over-the-road vehicles
with refrigerated trailers.

NATURAL FOOD BUSINESS

     FFH is a distributor of natural foods and related products serving
approximately 1,000 health and natural food retailers in the western United
States.  FFH distributes approximately 15,000 different products consisting of
national brands, regional brands, private label and master distribution
products including vitamin and mineral supplements, herbal preparations, skin
and hair care, dairy and dairy substitutes, frozen foods, general grocery and
organic produce.  FFH's suppliers number approximately 600 and include well
known national brands such as Twin Labs, Schiff Bio Foods, Weider, Hain Pure
Foods, Arrowhead Mills, Knudsen, Nature's Way and Health Valley.   FFH also
markets proprietary brand products under the trade names Healthy Edge  and
Nutri-Value .  The products offered are consumer packages of nuts, seeds,
grains, pastas, sweeteners, cereals and snacks items.

     The Company believes that FFH is positioned to provide unequaled service 
to independent health and natural food retail stores of all size and type. 
FFH pays particular attention to the ongoing needs of its customers and is
forward looking in developing progressive marketing programs such as the
Nutri-Value Retailers Association  which provides co-operative and
preferential buying advantages beyond those generally available through other
types of programs offered in the market.

                                      4

     FFH's primary distribution location and main office is located in a
132,000 square foot facility located in Phoenix, Arizona.  Since August 1998,
FFH has also operated out of cross-dock facility located near Dallas, Texas. 
FFH operates its own fleet of over-the-road and straight trucks equipped to
provide full refrigerated, dry and frozen food service.

ACQUISITIONS

     ADC was incorporated in Delaware in 1986 to carry on the business of
General Tobacco and Candy Company ("General Tobacco"), a Nebraska corporation
which was the predecessor to ADC.  Since 1981, the Company has acquired 22
consumer product distributors in the Great Plains, Rocky Mountain and
Southwest regions of the United States.  In June 1993, ADC acquired Sheya
Brothers Specialty Beverages, Inc., a beer, malt beverage and "New Age"
beverage distribution company.  In September 1995, ADC sold the "New Age"
beverage distribution business and in October 1996, ADC sold the beer and malt
beverage business.   In November 1996, ADC purchased a water bottling business
from American Star Water Company, Inc.  In October 1997, ADC purchased the
assets of a traditional candy and tobacco distribution company in St. Louis,
Missouri, thereby expanding ADC's market area to include eastern Missouri,
Illinois and Indiana.  In November 1997, ADC purchased all of the outstanding
stock of FFH.  In November 1998, FFH purchased all of the outstanding stock of
U.S. Health Distributors, Inc.

PRINCIPAL PRODUCTS

     CIGARETTES. Sales of cigarettes and the gross margin derived therefrom
for the fiscal years ending September 30, 1998, 1997, and 1996 are set forth
below:
                                           (Dollars in Millions)

                                       Fiscal Year Ended September 30,
                                    ------------------------------------
                                     1998           1997           1996
                                    ------         ------         ------
Sales                               $185.5         $117.6         $112.5
Gross Margin                          13.3           10.8           10.8
Gross Margin Percentage                7.2%           9.2%           9.6%

     Revenues from the sale of cigarettes during fiscal 1998 increased by
57.8% as compared to fiscal 1997, while gross profit from the sale of
cigarettes increased by 23.1% during the same period (see "MANAGEMENT'S
DISCUSSION AND ANALYSIS-Results of Operations-Year Ended September 30, 1998
Versus Year Ended September 30, 1997" in the Annual Report to Stockholders for
the Fiscal Year Ended September 30, 1998).  Sales of cigarettes represented
approximately 63% of the Company's sales volume during fiscal 1998.

     ADC has sought to position itself to capitalize on consumer demand for
discount or value-priced cigarettes by marketing its own private label
cigarette.  Substantial price increases implemented by manufacturers of
premium cigarettes during the late 1980's and early 1990's resulted in a
demand for private label cigarettes, which are sold at lower prices than
premium brands.  The Company began marketing private label cigarettes in 1983
as a high-quality, value-priced alternative to premium cigarettes.  Since



                                      5

1988, ADC's private label cigarettes have been manufactured under an exclusive
agreement with Philip Morris Incorporated.  This agreement was renewed in
October 1998 for a term of three years. 

     NATURAL FOODS AND RELATED PRODUCTS.  Natural foods and related products,
which are primarily sold by FFH, constitute the Company's second
largest-selling product line, representing approximately 10.6% of the
Company's total sales volume during fiscal 1998.  Sales of natural food items
for the period from November 10, 1998 through September 30, 1998, the period
after the acquisition of FFH, was $31.2 million.  Gross margin and the gross
margin percentage derived therefrom was $7.7 million and 24.8%, respectively.

     CONFECTIONERY.  Candy and related confectionery items, which are
primarily sold by ADC, constitute the Company's third largest-selling product
line, representing approximately 10.0% of the Company's total sales volume
during fiscal 1998.  Sales of confectionery items and the gross margin derived
therefrom for the fiscal years ending September 30, 1998, 1997 and 1996 are
set forth below:

                                       (Dollars in Millions)

                                    Fiscal Year Ended September 30,
                                 -------------------------------------
                                  1998           1997            1996
                                 ------         ------          ------
Sales                             $29.3          $21.8           $20.6
Gross Margin                        3.6            3.0             3.0
Gross Margin Percentage            12.3%          13.8%           14.6%

     ADC supplies customers with over 1,900 different types of candy and
related products, including chocolate bars, cookies, chewing gum, nuts and
other snack items.  Major brand names include products manufactured by Hershey
(Reese's, Kit Kat, and Hershey), Mars (Snickers, M&M's, and Milky Way),
William Wrigley and Planters-Lifesavers.  The Company also markets its own
private label candy under a manufacturing agreement with Willmar Cookie & Nut
Company.

     OTHER PRODUCT LINES.  Over the past eight years, AMCON's strategy has
been to expand its portfolio of consumer products in order to better serve its
customer base.  AMCON's other product lines include cigars and other tobacco
products, water and other beverages, groceries, paper products, health and
beauty care products and institutional food products.  During fiscal 1998,
AMCON's sales of other products increased $9.1 million or 23.3%.  During
fiscal 1998 the gross profit margin on these types of products was 14.5%,
compared to a 7.2% margin on cigarettes.

COMPETITION

     Both the traditional distribution and natural food distribution
businesses are highly competitive.  There are many distribution companies
operating in the same geographical regions as the Company, and competition in
the distribution industry is intense.  ADC's principal competitors are
national wholesalers such as McLane Co., Inc. (Temple, Texas) and regional
wholesalers such as Farner-Bocken (Carroll, Iowa), Merchants Wholesale
(Quincy, IL) and Minter-Weisman Co. (Minneapolis, Minnesota) along with a host
of smaller grocery and tobacco wholesalers.  FFH's principal competitors are
national distributors such as Tree of Life Distribution and United Natural

                                      6


Foods and regional distributors such as Nature's Best along with numerous
smaller specialty distributors of natural products.  Most of these competitors
generally offer a wide range of products at prices comparable to the
Company's.  Therefore, the Company seeks to distinguish itself from its
competitors by offering a higher level of customer service.

GOVERNMENT REGULATION

     Various state government agencies regulate the distribution of cigarettes
and tobacco products in several ways, including the imposition of excise
taxes, licensing and bonding requirements.  Complying with these regulations
is a very time-consuming, expensive and labor-intensive undertaking.  For
example, each state (as well as certain cities and counties) requires the
Company to collect excise taxes ranging from $1.20 to $5.80 per carton on all
cigarettes sold by it in the state.  Such excise taxes must be paid in advance
and, in most states, is evidenced by a stamp which must be affixed to each
package of cigarettes.  

     The Company is also subject to regulation by state and local health
departments, the U.S. Department of Agriculture, the Food and Drug
Administration and the Drug Enforcement Administration.  These agencies
generally impose standards for product quality and sanitation, as well as for
setting security and distribution policies.

EMPLOYEES

     As of September 30, 1998, the Company had 554 full-time and part-time
employees in the following areas:

                Managerial                      15
                Administrative                  68
                Sales & Marketing              112
                Warehouse                      260
                Delivery                        99
                                               ---
                  Total Employees              554 
                                               ===

     None of the Company's employees are subject to any collective bargaining
agreements with the Company and management believes its relations with its
employees are good.



                                      7


ITEM 2. PROPERTIES                                                        

     The location and approximate square footage of the eight principal
distribution centers operated by AMCON as of September 30, 1998 are set forth
below:

     Location                                     Square Feet
     --------                                     -----------
ADC
-----
Bismarck, North Dakota                               28,100 
Casper, Wyoming                                      19,100  
Olathe, Kansas                                        5,000    
Omaha, Nebraska                                      70,300 
Rapid City, South Dakota                             21,600
Springfield, Missouri                                97,000
St. Louis, Missouri                                  70,000

FFH
-----
Phoenix, Arizona                                    132,000
                                                    -------
     Total                                          443,100
                                                    =======

     The Company owns its distribution facility in Bismarck, North Dakota. The
Company owns one other building that is no longer used as a distribution
facility and is leased to a third party.  Each of these facilities is subject
to a first mortgage securing borrowings under the Company's revolving credit
facility (see "MANAGEMENT'S DISCUSSION AND ANALYSIS-Liquidity and Capital
Resources" in the Annual Report to Stockholders for the Fiscal Year Ended
September 30, 1998).  

     The Company leases its remaining distribution facilities and offices and
certain equipment under noncancellable operating leases.  Leases for the seven
distribution facilities leased by the Company have terms expiring from 1999 to
2006.  Minimum future lease commitments for these properties and equipment
total approximately $10.0 million as of September 30, 1998.

     During fiscal 1998, the Company completed construction of an 18,500
square foot addition to its Bismarck, ND distribution facility.  The Company
then combined its Aberdeen, SD facility with Bismarck, ND and now operates
Aberdeen as a cross-dock distribution point serviced by the Bismarck facility.

     Effective October 10, 1997, the Company leased a 70,000 square foot
facility in St. Louis, Missouri in connection with the asset purchase of a
distribution business in St. Louis.  Also, effective November 10, 1997, the
Company purchased all of the outstanding stock of FFH which operates in a
132,000 square foot leased facility in Phoenix, AZ.

     Management believes that its existing facilities, are adequate for the
Company's present level of operations and will be capable of accommodating the
Company's anticipated growth.


                                      8



     In addition, the Company owns, in fee simple, a condominium in the Cayman
Islands which had a book value of approximately $732,100 as of September 30,
1998.  The Company uses the condominium in furtherance of its business
strategies and is evaluating the costs and benefits associated with retaining
the condominium.  The Company and AMCON Corporation, the former parent of the
Company, purchased the condominium in 1990 for total consideration of
$1,099,250.  AMCON Corporation transferred its ownership interest in the
condominium to the Company as of September 30, 1992 at its net book value of
$591,596 in partial payment of an intercompany debt owed by AMCON Corporation
to the Company.  Under an agreement with AMCON Corporation, the greater of the
first $400,000 of the net gain or one-half of the net gain from the ultimate
sale of this property will be allocated to AMCON Corporation.  See Item 13 -
"CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS." 


ITEM 3. LEGAL PROCEEDINGS.

     The Company is subject to claims and litigation in the ordinary course of
its business.  However, in the opinion of management, no currently pending
legal proceedings or claims against the Company will, individually or in the
aggregate, have a material adverse effect on the Company's financial condition
or results of operations.  The Company believes that all of its real property
is in compliance with all regulations regarding the discharge of toxic
substances into the environment and is not aware of any condition at its
properties that could have a material adverse affect on its financial
condition or results of operations.  In that regard, the Company has not been
notified by any governmental authority of any potential liability or other
claim in connection with any of its properties.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     There were no matters submitted to a vote of all security holders during
the fourth quarter ended September 30, 1998.


ITEM 4A.  EXECUTIVE OFFICERS OF THE COMPANY.

     The Company's day-to-day affairs are managed by its executive officers,
who are appointed by the Board of Directors for terms of one year.  The
executive officers of AMCON are as follows:

      Name                       Age                  Position
      ----                       ---                  --------
                                                                          
William F. Wright                 56         Chairman of the Board, Director 

Kathleen M. Evans                 51         President of ADC, Director

Jerry Fleming                     60         President of FFH, Director

Michael D. James                  37         Secretary, Treasurer and
                                             Chief Financial Officer



                                      9


    WILLIAM F. WRIGHT has served as the Chairman and Chief Executive Officer
of AMCON Corporation (the former parent of ADC) since 1976 and as Chairman
of the Company since 1981.  From 1968 to 1984, Mr. Wright practiced corporate
and securities law in Lincoln, Nebraska.  Mr. Wright is a graduate
of the University of Nebraska and Duke University School of Law and is a
certified public accountant.  Mr. Wright is also a director of Gold Banc
Corporation, Inc., a NASDAQ company.

    KATHLEEN M. EVANS became President of the Company in February 1991.  Prior
to that time she served as Vice President of AMCON Corporation since 1985. 
From 1978 until 1985, Ms. Evans acted in various capacities with AMCON
Corporation and its operating subsidiaries.

    JERRY FLEMING became President of FFH in 1992.  Mr. Fleming is a 36 year
veteran of the health and natural foods industry and prior to joining FFH,
served as President of Nature's Way (Murdock Health Care),a leading
manufacturer of herbal remedies; Vice President of the Natural Foods Group for
Tree of Life, Inc.; President of the South East division of Tree of Life;
President of Collegedale Distributors; President of Healthway Specialty Foods,
Inc.; Vice President of Landstrom Specialty Foods, Inc. and served eight years
on the board of directors of the National Nutritional Foods Association. 

    MICHAEL D. JAMES became Treasurer and Chief Financial Officer of the
Company in June 1994.  In November 1997, he assumed the responsibilities of
Secretary of the Company. He is a certified public accountant and is
responsible for all financial and reporting functions within the Company. 
Prior to joining AMCON, Mr. James practiced accounting for ten years with the
firm of Price Waterhouse, serving as the senior tax manager of the Omaha,
Nebraska office from 1992 until 1994.  Mr. James graduated from Kansas State
University in 1983.
 
   
PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS.

     The information required by this item is incorporated by reference from
the Annual Report to Stockholders for the fiscal year ended September 30,
1998 under the heading "Market for Common Stock" on page 4.


ITEM 6.  SELECTED FINANCIAL DATA.

     The information required by this item is incorporated by reference from
the Annual Report to Stockholders for the fiscal year ended September 30,
1998 under the heading "Selected Financial Data" on pages 2 and 3.


ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
        AND RESULTS OF OPERATIONS.

     The information required by this item is incorporated by reference from
the Annual Report to Stockholders for the fiscal year ended September 30, 1998
under the heading "Managements Discussion and Analysis" on pages 5 through 11.



                                      10


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The information required by this item is incorporated by reference from
the Annual Report to Stockholders for the fiscal year ended September 30, 1998
under the heading "Managements Discussion and Analysis" on pages 5 through 11.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The financial statements and accompanying notes, together with the report
of independent accountants are incorporated by reference from the Annual
Report to Stockholders for the fiscal year ended September 30, 1998 on pages
F-1 through F-17.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND      
         FINANCIAL DISCLOSURE.

     None


                                   PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The Registrant's Proxy Statement to be used in connection with the 1999
Annual Meeting of Stockholders (the "Proxy Statement") contains under the
caption "Election of Directors" certain information required by Item 10 of
Form 10-K and such information is incorporated herein by this reference.  The
information required by Item 10 of Form 10-K as to executive officers is set
forth in Item 4A of Part I hereof.

     During the Company's most recent fiscal year, Mark A. Wright, a more than
ten percent owner of the Company's outstanding Common Stock, failed to file,
on a timely basis, Statement of Changes of Beneficial Ownership (Form 4), as
required by Section 16(a) of the Securities Exchange Act of 1934, as amended.
In addition, Timothy R. Pestotnik, a director of the Company, failed to file,
on a timely basis, Initial Statement of Beneficial Ownership of Securities
(Form 3), as required by Section 16(a) of the Securities Exchange Act of 1934,
as amended.  None of these failures resulted in any transactions with respect
to the Common Stock of the Company being unreported.


ITEM 11.  EXECUTIVE COMPENSATION.

     The Proxy Statement contains under the captions "Compensation of
Directors", "Compensation of Executive Officers" and "Compensation Committee
Interlocks and Insider Participation", the information required by Item 11 of
Form 10-K, and such information is incorporated herein by this reference.  The
information set forth under the captions "Report of Compensation Committee on
Executive Compensation" and "Company Performance" is expressly excluded from
such incorporation.




                                      11


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The Proxy Statement contains under the caption "Voting Securities and
Beneficial Ownership Thereof by Principal Stockholders, Directors and
Officers" the information required by Item 12 of Form 10-K and such
information is incorporated herein by this reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     The Proxy Statement contains under the caption "Certain Relationships and
Related Transactions" the information required by Item 13 of Form 10-K and
such information is incorporated herein by this reference.


                                      12


                                PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) FINANCIAL STATEMENTS   
       The following financial statements of AMCON Distributing Company are   
       incorporated by reference under Item 8.  The Annual Report to          
       Stockholders for the Fiscal Year Ended September 30, 1998 is attached  
       as Exhibit 13.
                                                             Reference Page 
                                                          Annual Stockholders
                                                                Report 

       Report of Independent Accountants                          F-1
       Consolidated Balance Sheets as of
          September 30, 1998 and 1997                             F-2
       Consolidated Statements of Income for the Years     
          Ended September 30, 1998, 1997, and 1996                F-3
       Consolidated Statements of Shareholders' Equity
          for the Years Ended September 30, 1998, 1997
          and 1996                                                F-4
       Consolidated Statements of Cash Flows for the
          Years Ended September 30, 1998, 1997 and 1996           F-6

       Notes to Consolidated Financial Statements                 F-7

   (2) FINANCIAL STATEMENT SCHEDULES 

       Report of Independent Accountants                          S-1

       Schedule II - Valuation and Qualifying Accounts            S-2

   (3) EXHIBITS

       2.1   Stock Purchase Agreement dated November 3, 1997, between the
             Company and FFH Holdings, Inc. (incorporated by reference to
             Exhibit 2.1 of the Company's Current Report on Form 8-K filed on
             November 25, 1997)

       3.1   Restated Certificate of Incorporation of the Company, as amended
             March 19, 1998 (incorporated by reference to Exhibit 3.1 of the 
             Company's Quarterly Report on Form 10-Q filed on May 11, 1998)
 
       3.3   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)

       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
             the Company's Registration Statement on Form S-1 (Registration
             No. 33-82848) filed on November 8, 1994)

                                      13

       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 (Portions of
             Exhibit 10.2 have been omitted pursuant to request for
             confidential treatment and such omitted portions have been filed
             with the Commission pursuant to Rule 24b-2 of the Securities
             Exchange Act of 1934)

       10.3  Loan Agreement, dated November 10, 1997, between the Company and
             LaSalle National Bank (incorporated by reference to Exhibit 10.1
             of the Company's Current Report on Form 8-K filed on November 25,
             1997)

       10.4  Amended Loan Agreement, dated February 25, 1998, between the
             Company and LaSalle National Bank (incorporated by reference to
             Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q
             filed on May 11, 1998)

       10.5  Note, dated November 10, 1997, between the Company and LaSalle
             National Bank (incorporated by reference to Exhibit 10.2 of the
             Company's Current Report on Form 8-K filed on November 25, 1997)

       10.6  First Allonge to Note, dated February 25, 1998, between the
             Company and LaSalle National Bank (incorporated by reference to
             Exhibit 10.7 of the Company's Quarterly Report on Form 10-Q filed
             on May 11, 1998)

       10.7  Loan and Security Agreement, dated February 25, 1998, between the
             Company and LaSalle National Bank (incorporated by reference to
             Exhibit 10.8 of the Company's Quarterly Report on Form 10-Q filed
             on May 11, 1998)

       10.8  Promissory Note, dated February 25, 1998, between the Company and
             LaSalle National Bank (incorporated by reference to Exhibit 10.9
             of the Company's Quarterly Report on Form 10-Q filed on May 11,
             1998)

       10.9  Loan and Security Agreement, dated February 25, 1998, between
             Food For Health Co., Inc. and LaSalle National Bank (incorporated
             by reference to Exhibit 10.10 of the Company's Quarterly Report
             on Form 10-Q filed on May 11, 1998)

       10.10  Promissory Note, dated February 25, 1998, between Food For
              Health Co., Inc. and LaSalle National Bank (incorporated by
              reference to Exhibit 10.11 of the Company's Quarterly Report on
              Form 10-Q filed on May 11, 1998)

       10.11  Unconditional Guarantee, dated February 25, 1998, between the
              Company and LaSalle National Bank (incorporated by reference to
              Exhibit 10.12 of the Company's Quarterly Report on Form 10-Q
              filed on May 11, 1998)



                                      14



       10.12  AMCON Distributing Company 1994 Stock Option Plan (incorporated
              by reference to Exhibit 10.7 of the Company's Registration
              Statement on Form S-1 (Registration No. 33-82848) filed on
              August 15, 1994)

       10.13  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)

       10.14  Employment Agreement, dated May 22, 1998, between the Company
              and William F. Wright (incorporated by reference to Exhibit
              10.14 of the Company's Quarterly Report on Form 10-Q filed on
              August 6, 1998)
       
       10.15  Employment Agreement, dated May 22, 1998, between the Company
              and Kathleen M. Evans (incorporated by reference to Exhibit
              10.15 of the Company's Quarterly Report on Form 10-Q filed on
              August 6, 1998)
 
       10.16  Employment Agreement, dated May 22, 1998, between the Food For
              Health Co., Inc. and Jerry Fleming (incorporated by reference to
              Exhibit 10.16 of the Company'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 3 to the financial statements included in
             Item 13 herein)

       13.1  Annual Report to Stockholders for the Fiscal Year Ended September
             30, 1998

       23.1  Consent of PricewaterhouseCoopers LLP

       27.0  Financial Data Schedules


(b)  REPORTS ON FORM 8-K

           No reports on Form 8-K were filed by the Company during the fourth 
           quarter ended September 30, 1998.










                                      15



                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Act of
1934, the Registrant, AMCON Distributing Company, a Delaware corporation, has
duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Omaha, State of Nebraska, on the
23rd day of December, 1998.


                                               AMCON DISTRIBUTING COMPANY

                                           By: /s/ Kathleen M. Evans   
                                               ----------------------
                                               Kathleen M. Evans, President






                                      16



     Pursuant to the requirements of the Securities Act of 1934, this report
has been signed below by the following persons in the capacities indicated on
the 23rd day of December, 1998.

       Signature                                 Title
       ---------                                 -----

/s/ William F. Wright                    Chairman of the Board, Director    
------------------------
William F. Wright


/s/ Kathleen M. Evans                    President (Principal Executive
------------------------                   Officer) and Director
Kathleen M. Evans


/s/ Michael D. James                     Treasurer, Chief Financial Officer
------------------------                   and Secretary (Principal Financial
Michael D. James                           and Accounting Officer)


/s/ J. Tony Howard                       Director
------------------------
J. Tony Howard


/s/ Allen D. Petersen                    Director
------------------------
Allen D. Petersen


/s/ Jerry Fleming                        Director
------------------------
Jerry Fleming


/s/ Timothy R. Pestotnik                 Director
------------------------                   
Timothy R. Pestotnik


                                         Director
------------------------                   
William R. Hoppner  



                                      17