EXHIBIT 31.2
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                               CERTIFICATION
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I, Michael D. James, certify that:

1.  I have reviewed this annual report on Form 10-K/A (Amendment No. 2) of
AMCON Distributing Company;

2.  Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;

4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we
have:

    a.  designed such disclosure controls and procedures, or caused such
        disclosure controls and procedures to be designed under our
        supervision, to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known
        to us by others within those entities, particularly during the
        period in which this annual report is being prepared;

    b.  evaluated the effectiveness of the registrant's disclosure controls
        and procedures and presented in this report our conclusions about
        the effectiveness of the disclosure controls and procedures, as of
        the end of the period covered by this report based on such
        evaluation; and

    c.  disclosed in this report any change in the registrant's internal
        control over financial reporting that occurred during the
        registrant's most recent fiscal quarter (the registrants' fiscal
        fourth quarter in the case of an annual report) that has materially
        affected, or is reasonably likely to materially affect, the
        registrant's internal control over financial reporting; and

5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal controls over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board
of directors (or persons performing the equivalent functions):

    a.  all significant deficiencies and material weaknesses in the design
        or operation of internal controls over financial reporting which are
        reasonably likely to adversely affect the registrant's ability to
        record, process, summarize and report financial information; and



    b.  any fraud, whether or not material, that involves management or
        other employees who have a significant role in the registrant's
        internal control over financial reporting.



Date: November 28, 2005          /s/ Michael D. James
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                                 Michael D. James, Vice President and
                                  Chief Financial Officer