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, 1997
                                        -----------------------------------

/ /  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 12, 1997 was approximately $3.25.

     As of December 12, 1997 there were 2,449,903 shares of common stock
outstanding.

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

     Portions of the 1997 Annual Report to Stockholders are incorporated
therein by reference into Parts I, II and IV.  Portions of the Proxy
Statement pertaining to the February 19, 1998 Annual Stockholders' Meeting
are incorporated herein by reference into Part III.

                                      1




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

                     1997 FORM 10-K ANNUAL REPORT
                     ----------------------------
                           Table of Contents
                                                                         Page
                                                                         ----
                               PART I

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

Item 2.   Properties.......................................................7

Item 3.   Litigation and Regulatory Proceedings............................8

Item 4.   Submission of Matters to Vote of Security Holders................8

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

                              PART II

Item 5.   Market for the Registrant's Common Stock and Related 
          Stockholder Matters..............................................9

Item 6.   Selected Financial Data..........................................9

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

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk......10

Item 8.   Financial Statements and Supplementary Data.....................10

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.............................10

PART III

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

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

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management......................................................11

Item 13.  Certain Relationships and Related
          Transactions....................................................11

                               PART IV

Item 14.  Exhibits, Financial Statement Schedules and
          Reports on Form 8-K.............................................12

                                       2



PART I

ITEM 1.   BUSINESS

GENERAL

     AMCON Distributing Company ("ADC" or the "Company") is a distributor of
consumer products in the Great Plains and Rocky Mountain regions.  The Company
serves approximately 11,000 retail outlets and is ranked by the U.S.
Distribution Journal as the twenty-fifth largest distributor of approximately
1,200 distributors of such products in the United States based on 1996 sales
volume.  From its inception, the Company pursued a strategy of growth through
acquisition.  Since 1993, the Company has focused on increasing operating
efficiency by merging smaller branch distribution facilities into larger ones.
In addition, the Company has controlled growth through expansion of its market
area into contiguous regions and by introduction of new product lines to
customers.

     The Company distributes approximately 10,000 different consumer products,
including cigarettes and tobacco products, candy and other confectionery, soft
drinks and other beverages, groceries, paper products, health and beauty care
products and institutional food service products.  ADC's principal suppliers
include Philip Morris, RJR Nabisco, Lorillard, Brown & Williamson, Proctor &
Gamble, Hershey, Mars, William Wrigley and Planters-Lifesavers.  The Company
also markets private label lines of cigarettes, tobacco, snuff, water and
candy products.  While cigarettes accounted for approximately 66% of the
Company's sales volume during its most recent fiscal year, the Company
continues to diversify its product line in an attempt to lessen the Company's
dependence on cigarette sales.

     The Company has over 8,500 customers  and  no single account represented
more than 5% of ADC's total revenues during fiscal 1997.  The Company
distributes products primarily to retailers such as convenience stores,
discount and general merchandise stores, grocery stores and supermarkets,
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.

     The Company 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, the Company
carries a broad and diverse product line which allows the Company to offer
"one-stop shopping" to its customers.  The Company 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, the
Company 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 a store and display of products in the store.

     The Company has worked to improve its operating efficiency by investing
in the latest in systems technology, including computerization of buying and
financial control functions.  The Company has also sought to reduce inventory
expenses by improving the number of times its inventory is renewed during a

                                      3

period ("inventory turns") for the same level of sales.  Inventory turns
improved from 16.3 times in fiscal 1994, 17.5 times in fiscal 1995 and 21.2
times in fiscal 1996 to 21.8 times in fiscal 1997.  By keeping its operating
costs down, the Company is better able to price its products in such a manner
to achieve an advantage over less efficient distributors in its market areas.

     The Company has eight distribution centers located in Kansas, Missouri,
Nebraska, North Dakota, South Dakota, and Wyoming.  These distribution centers
contain a total of approximately 242,100 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 the Company.  The Company also operates a fleet of
approximately 92 delivery vehicles, ranging from half-ton vans to over-the-road
vehicles with refrigerated trailers.

     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 20
consumer product distributors in the Great Plains and Rocky Mountain regions.
In June 1993, ADC acquired Sheya Brothers Specialty Beverages, Inc. ("Sheya
Brothers"), a beer, malt beverage and "New Age" beverage distribution company,
serving metropolitan Denver.   Effective September 29, 1995, ADC sold the "New
Age" beverage distribution business to Vancol Industries, Inc., but retained
the beer and malt beverage business.  Effective October 4, 1996, ADC sold the
beer and malt beverage business in Denver, Colorado to Western Distributing
Company and closed the Denver facility.  On November 15, 1996, ADC purchased a
water bottling business from American Star Water Company, Inc. located in
Arkansas.  The assets of the business were relocated to the Company's facility
in Springfield, Missouri and ADC began bottling drinking water for sale to its
customers and other distributors in January 1997.  Subsequent to year end, the
Company purchased the assets of a traditional candy and tobacco distribution
company in St. Louis MO, thereby expanding the Company's market area to
include eastern Missouri, Illinois and Indiana.  In addition, the Company
purchased all of the outstanding stock of a Phoenix, AZ based company that
distributes health and natural food products in the western United States.

PRINCIPAL PRODUCTS

     CIGARETTES AND TOBACCO. Sales of cigarettes and the gross margin derived
therefrom for the fiscal years ending September 30, 1997, 1996, and 1995 are
set forth below:

                                           (Dollars in Millions)

                                       Fiscal Year Ended September 30,
                                    ------------------------------------
                                     1997           1996           1995
                                    ------         ------         ------
Sales                               $117.6         $112.5         $108.7
Gross Margin                          10.8           10.8           11.4
Gross Margin Percentage                9.2%           9.6%          10.5%

     Revenues from the sale of cigarettes during fiscal 1997 increased by
approximately 4.6% as compared to fiscal 1996, while gross profit from the
sale of cigarettes remained constant during the same period (see "MANAGEMENT'S
DISCUSSION AND ANALYSIS-Results of Operations-Year Ended September 30, 1997
Versus Year Ended September 30, 1996" in the Annual Report to Stockholders for

                                      4

the Fiscal Year Ended September 30, 1997).  Sales of cigarettes represented
approximately 66% of the Company's sales volume during fiscal 1997.

     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
1988, ADC's private label cigarettes have been manufactured under an exclusive
agreement with Philip Morris Incorporated.  This agreement was renewed in
October 1993 for a term of five years.  However, the Company may terminate the
agreement on each anniversary thereof.

     Faced with a significant loss of market share, many premium brand
manufacturers, including Philip Morris and RJR Nabisco, began to lower the
prices on their premium cigarettes beginning in 1993.  While a price
differential continues to exist between the premium cigarettes and the
Company's private label cigarettes at the retail level, the price reductions
on premium cigarettes have been primarily responsible for the significant
reduction in demand for private label cigarettes since 1993. The volume of
private label cigarettes declined by 22% during 1997. The Company believes
that there will continue to be a market for its private label cigarettes and
that its cigarettes have established brand loyalty among consumers. However,
it is anticipated that the volume of private label cigarette sales could
decline by as much as 20% to 30% in fiscal 1998.  In an effort to stabilize
its market share, the Company introduced a brand extension consisting of box
packages for three of its private label cigarette products in the second
quarter of fiscal 1996.

     In addition to cigarettes, the Company also distributes other tobacco
products including cigars, snuff, and chewing tobacco.  Sales of these types
of products were approximately $15.7 million during fiscal 1997 and
represented approximately 8.7% of the Company's total sales volume during the
year.  The Company began marketing private label snuff and chewing tobacco in
July 1992 under a manufacturing agreement with Superior Value Tobacco Company,
a division of Swisher International Inc.

     CONFECTIONERY.  Candy and related confectionery items constitute ADC's
second largest-selling product line, representing approximately 12.1% of the
Company's total sales volume during fiscal 1997.  Sales of confectionery items
and the gross margin derived therefrom for the fiscal years ending September
30, 1997, 1996 and 1995 are set forth below:

                                       (Dollars in Millions)

                                    Fiscal Year Ended September 30,
                                 -------------------------------------
                                  1997           1996            1995
                                 -----          -----           -----
Sales                            $21.8          $20.6           $19.4
Gross Margin                       3.0            3.0             2.5
Gross Margin Percentage           13.8%          14.6%           13.1%

                                      5
 
     The Company 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 seven years, ADC's strategy has been
to expand its portfolio of consumer products in order to better serve its
customer base.  ADC's other product lines include water, soft drinks and other
beverages, groceries, paper products, health and beauty care products and
institutional food products.  In fiscal 1997, the Company sold its Denver beer
distributorship, which accounted for $6.3 million in sales in fiscal 1996.
Excluding sales of beer products from the Denver beer distributorship, ADC's
sales of other product increased $1.4 million or 6.5%.  During fiscal 1997 the
gross profit margin on these types of products was 17.5%, compared to a 9.2%
margin on cigarette and tobacco products.

COMPETITION

     The distribution business is 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 Minter-Weisman Co.
(Minneapolis, Minnesota) and Farner-Bocken (Carroll, Iowa) along with a host
of smaller grocery and tobacco wholesalers.  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) require the
Company to collect excise taxes ranging from $1.20 to $4.80 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.

EMPLOYEES

     As of September 30, 1997, the Company had 352 full-time and part-time
employees in the following areas:

                Managerial                      12
                Administrative                  41
                Sales & Marketing               76
                Warehouse                      162
                Delivery                        61
                                               ---
                  Total Employees              352 
                                               ===

                                      6

     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.

ITEM 2. PROPERTIES                                                        

     The location and approximate square footage of the eight principal
distribution centers operated by ADC as of September 30, 1997 are set forth
below:

     Location                                     Square Feet
     --------                                     -----------
Aberdeen, South Dakota                               13,500   
Bismarck, North Dakota                                9,600 
Casper, Wyoming                                      19,100  
Hutchinson, Kansas                                    3,500
Olathe, Kansas                                        7,500    
Omaha, Nebraska                                      70,300 
Rapid City, South Dakota                             21,600
Springfield, Missouri                                97,000
                                                    -------
     Total                                          242,100
                                                    =======

     ADC owns its distribution facility in Bismarck, North Dakota. The Company
owns one other building that is no longer used as 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,
1997).

     The Company leases its remaining distribution facilities, various offices
and certain equipment under noncancelable operating leases.  Leases for the
seven distribution facilities leased by the Company have terms expiring from
1998 to 2002.  Minimum future lease commitments for these properties and
equipment total approximately $1,925,000 as of September 30, 1997.

     On November 1, 1996, the Company vacated its 31,950 square foot
Hutchinson, KS distribution facility and leased a 3,500 square foot facility
which operates as a cross-dock distribution point.

     At the end of fiscal 1997, the Company was in the process of constructing
an addition of approximately 18,500 square feet to its Bismarck, ND
distribution facility.  The construction is expected to be completed in
December 1997, at which time, the Company plans to down-size its Aberdeen, SD
facility and operate it 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 Food For Health Company,
Inc.,  which operates in a 130,000 square foot facility in Phoenix, AZ (see
Note 13 in the Annual Report to Stockholders for the Fiscal Year Ended
September 30, 1997).

                                      7

     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.

     In addition, the Company owns a condominium in the Cayman Islands which
had a book value of approximately $787,800 as of September 30, 1997.  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.  Of this
amount, the Company paid $474,970 in cash.  AMCON Corporation paid the
remaining $624,280 and financed $550,000 of this amount through a loan from a
bank which was evidenced by a note (the "Note") and was secured by a first
mortgage on the condominium.

      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.  AMCON Corporation made all payments on the Note prior to the
transfer of the condominium to the Company.  On the date of transfer, the
outstanding principal balance of the Note was $424,822 and the Company
recorded a subordinated note payable to AMCON Corporation of an equal amount.
The terms of the subordinated note were the same as the terms of the Note and
the Company made payments on the subordinated note by making payments on
behalf of AMCON Corporation to the bank holding the Note.  The Note was repaid
in full in April 1996.

     The Company owns the condominium in fee simple.  However, 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. LITIGATION AND REGULATORY 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, 1997.

                                      8


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 ADC are as follows:

      Name                       Age                  Position
      ----                       ---                  --------
                                                                          
William F. Wright                 55         Chairman of the Board and Chief
                                             Corporate Officer, Director 

Kathleen M. Evans                 50         President and Chief Executive
                                             Officer, Director

Michael D. James                  36         Secretary, Treasurer and
                                             Chief Financial Officer

    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.

    KATHLEEN M. EVANS became President and Chief Executive Officer of ADC 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.

    MICHAEL D. JAMES became Treasurer and Chief Financial Officer of ADC 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 functions within the Company.  Prior to joining ADC, 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,
1997 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,
1997 under the heading "Selected Financial Data" on pages 2 and 3.

                                      9


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, 1997
under the heading "Managements Discussion and Analysis" on pages 5 through 11.


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

     The requirements of this Item 7A are not applicable to the Company prior
to its Annual Report filed on Form 10-K for the period ending September 30,
1998.


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, 1997 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 1998
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, William F. Wright, Matthew
F. Wright, and Mark A. Wright, each of which was a more than ten percent owner
of the Company's outstanding Common Stock, and Michael D. James and Chris M.
Pudenz, each of which was an officer of the Company, 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.
None of these failures resulted in any transactions with respect to the Common
Stock of the Company being unreported.

                                      10


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.


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.

                                      11


                                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, 1997 is attached
       as Exhibit 13.

                                                             Reference Page 
                                                          Annual Stockholders
                                                                Report 

       Report of Independent Accountants                          F-1
       Balance Sheets as of September 30, 1997 
          and 1996                                                F-2
       Statements of Income for the Years Ended
          September 30, 1997, 1996, and 1995                      F-3
       Statements of Shareholders' Equity for the Years
          Ended September 30, 1997, 1996 and 1995                 F-4
       Statements of Cash Flows for the Years Ended
          September 30, 1997, 1996 and 1995                       F-6

       Notes to 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 
             (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)

       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

                                      12


             (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)

       10.2  Credit and Security Agreement, dated July 25, 1994, between the
             Company and Norwest Bank Minnesota, National Association
             (incorporated by reference to Exhibit 10.4 of the Company's
             Registration Statement on Form S-1 (Registration No. 33-82848)
             filed on August 15, 1994)

       10.3  Amendment to Credit and Security Agreement, dated October 10,
             1997, between the Company and Norwest Bank Minnesota, National 
             Association

       10.4  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)

       10.5  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  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)

       10.7  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)

       10.8  Employment Agreement, dated July 1, 1994, between the Company and
             William F. Wright (incorporated by reference to Exhibit 10.9 of
             the Company's Registration Statement on Form S-1 (Registration
             No. 33-82848) filed on August 15, 1994)
       
       10.9  Employment Agreement, dated July 1, 1994, between the Company and
             Kathleen M. Evans (incorporated by reference to Exhibit 10.9 of
             the Company's Registration Statement of Form S-1 (Registration
             No. 33-82848) filed on August 15, 1994)
 
       10.10  Consulting Agreement, dated July 1, 1994, between the Company
              and Nebraska Distributing Company relating to services of J.
              Tony Howard (incorporated by reference to Exhibit 10.10 of the
              Company's Registration Statement on Form S-1 (Registration No.
              33-82848) filed on August 15, 1994)

       10.11  Asset Purchase Agreement, dated October 2, 1996, between the
              Company and Western Distributing Company (incorporated by
              reference to the Company's Current Report on Form 8-K filed on
              October 15, 1996)

       10.12  Purchase Agreement, dated September 6, 1997, between the Company
              and Marcus Distributors, Inc. (incorporated by reference to the
              Company's Current Report on Form 8-K filed on October 24, 1997)


                                      13

       11.1  Statement re: computation of per share earnings

       13.1  Annual Report to Stockholders for the Fiscal Year Ended September
             30, 1997

       23.1  Consent of Coopers & Lybrand L.L.P.

       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, 1997.


                                      14                                  


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, 1997.


                                               AMCON DISTRIBUTING COMPANY

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


                                      15


     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, 1997.

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

/s/ William F. Wright                      Chairman of the Board, Chief
------------------------                   Corporate Officer and Director
William F. Wright

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

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

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

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

                                           Director
------------------------
Jerry Fleming

                                      16