EXHIBIT 3.4

                CERTIFICATE OF DESIGNATIONS, PREFERENCES
           AND RIGHTS OF SERIES B CONVERTIBLE PREFERRED STOCK
                                 OF
                     AMCON DISTRIBUTING COMPANY

    Pursuant to Sections 103(f) and 151 of the General Corporation Law
                       of the State of Delaware

The undersigned, AMCON Distributing Company, a Delaware corporation
(the "Corporation"), does hereby adopt the following Certificate of
Designations, Preferences and Rights of Series B Convertible Preferred
Stock:

AMCON Distributing Company, a corporation organized and existing under
the laws of the State of Delaware (the "Corporation"), does hereby
certify that, pursuant to authority conferred upon the Board of
Directors of the Corporation by its Certificate of Incorporation (the
"Certificate of Incorporation") and pursuant to the provisions of
Section 151 of the General Corporation Law of the State of Delaware,
the following resolution was duly approved and adopted by the Board of
Directors of the Corporation:

RESOLVED, that pursuant to the authority vested in the Board of
Directors of the Corporation by Article IV of the Certificate of
Incorporation, there is hereby created and authorized out of the
authorized but unissued shares of the capital stock of the
Corporation, 80,000 shares of a series of preferred stock to be
designated Series B Convertible Preferred Stock, par value $.01 per
share (the "Series B Preferred Stock"), of which the preferences and
relative and other rights, and the qualifications, limitations or
restrictions thereof, shall be (in addition to those set forth in the
Certificate of Incorporation) as follows:

Section 1.  Certain Definitions.

Unless the context otherwise requires, when used herein the following
terms shall have the meanings indicated:

"Authorization Trigger Date" shall have the meaning set forth in
Section 5(m).

"Change of Control of the Corporation" means any of the following:
(A) the making of a tender or exchange offer by any person or entity
or group of associated persons or entities (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934)
(a "Person") (other than the Corporation or its subsidiaries) for
shares of Common Stock pursuant to which purchases are made of
securities representing at least fifty percent (50%) of the total
combined voting power of the then issued and outstanding Voting Stock
of the Corporation; (B) the merger or consolidation of the Corporation
with, or the sale or disposition of all or substantially all of the
assets of the Corporation, to any Person other than (a) a merger or
consolidation which would result in the Voting Stock of the
Corporation outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into
Voting Stock of the surviving or parent entity) fifty percent (50%) or
more of the combined voting power of the Voting Stock of the
Corporation or such surviving or parent entity outstanding immediately
after such merger or consolidation; or (b) a merger or consolidation
effected to implement a recapitalization of the Corporation (or
similar transaction) in which no Person is or becomes the beneficial
owner, directly or indirectly (as determined under Rule 13d-3
promulgated under the Securities Exchange Act of 1934), of securities
representing fifty percent (50%) or more of the combined voting power
of the Voting Stock of the Corporation; (C) if; at any time within a
two-year period following the acquisition by any Person of direct or
indirect beneficial ownership (as determined under Rule 13d-3
promulgated under the Securities Exchange Act of 1934), in the
aggregate, of securities of the Corporation representing forty percent
(40%) or more of the total combined voting power of the then issued
and outstanding Voting Stock of the Corporation, the persons who at
the time of such acquisition constitute the Board of Directors cease
for any reason whatsoever to constitute a majority of the Board of
Directors; (D) the acquisition of direct or indirect beneficial
ownership (as determined under Rule 13d-3 promulgated under the
Securities Exchange Act of 1934), in the aggregate, of securities of
the Corporation representing fifty percent (50%) or more of the
outstanding Voting Stock of the Corporation by any person or group of
persons acting in concert; or (E) the approval by the shareholders of
the Corporation of any plan or proposal for the complete liquidation
or dissolution of the Corporation or for the sale of all or
substantially all of the assets of the Corporation.

"Common Stock" means shares of the common stock, par value $.01 per
share, of the Corporation.

"Conversion Date" shall have the meaning set forth in Section 5(b).

"Conversion Price" at any time of determination, shall mean the
conversion price determined pursuant to Section 5(c).

"Conversion Shares" shall mean shares of Common Stock issuable upon
conversion of the Series B Preferred Stock pursuant to Section 5.

"Corporate Change" shall have the meaning set forth in Section 5(j).

"Current Market Price" shall have the meaning set forth in Section
5(i).

"Delivery Period" shall have the meaning set forth in Section 5(d).

"Dividend Payment Date" shall have the meaning set forth in Section
2(a).

"Dividend Period" shall have the meaning set forth in Section 2(a).

"DTC" means the Depository Trust Company.

"DTC Transfer" shall have the meaning set forth in Section 5(f).

"Final Redemption Date" shall have the meaning set forth in Section
4(d).

"Issue Date" shall mean the date the shares of Series B Preferred
Stock in question are issued by the Corporation.

"Junior Stock" means the Common Stock and any other class or series of
securities of the Corporation (i) not entitled to receive any
distributions unless all distributions required to have been paid or
declared and set apart for payment on the Series B Preferred Stock
shall have been so paid or declared and set apart for payment, (ii)
not entitled to receive any assets upon the liquidation, dissolution
or winding up of the affairs of the Corporation until the Series B
Preferred Stock shall have received the entire amount to which such
shares are entitled upon such liquidation, dissolution or winding up,
and (iii) not entitled to redemption until the Series B Preferred
Stock shall have been redeemed in full.

"Liquidation Preference" shall mean $25.00 per share of the Series B
Preferred Stock.

"Parity Stock" means, (i) shares of Series A Preferred Stock, (ii) any
class or series of securities of the Corporation entitled to receive
payment of dividends on a parity with the Series B Preferred Stock and
(iii) any class or series of securities of the Corporation entitled to
receive assets upon the liquidation, dissolution or winding up of the
affairs of the Corporation on a parity with the Series B Preferred
Stock.

"Purchaser" shall mean Spencer Street Investments, Inc.

"Redemption Agent" shall have the meaning set forth in Section 4(c).

"Redemption Amount" shall have the meaning set forth in Section 6(b).

"Redemption Announcement" shall have the meaning set forth in Section
6(a).

"Redemption Date" shall have the meaning set forth in Section 4(b).

"Redemption Event" shall have the meaning set forth in Section 6(a).

"Redemption Notice" shall have the meaning set forth in Section 6(a).

"Redemption Price" shall mean the per share price to be paid upon
redemption of the Series B Preferred Stock, which shall equal (a) for
the period from October 8, 2006 to October 7, 2007, 112% of the
Liquidation Preference, (b) for the period from October 8, 2007 to
October 7, 2008, 111% of the Liquidation Preference, (c) for the
period from October 8, 2008 to October 7, 2009, 110% of the
Liquidation Preference, (d) for the period from October 8, 2009 to
October 7, 2010, 109% of the Liquidation Preference, (e) for the
period from October 8, 2010 to October 7, 2011, 108% of the
Liquidation Preference, (f) for the period from October 8, 2011 to
October7, 2012, 107% of the Liquidation Preference, (g) for the period
from October 8, 2012 to October 7, 2013, 106% of the Liquidation
Preference, (h) for the period from October 8, 2013 to October 7,
2014, 105% of the Liquidation Preference, (i) for the period from
October 8, 2014 to October 7, 2015, 104% of the Liquidation
Preference, (j) for the period from October 8, 2015 to October 7,
2016, 103% of the Liquidation Preference, (k) for the period from
October 8, 2016 to October 7, 2017, 102% of the Liquidation
Preference, (l) for the period from October 8, 2017 to October 7,
2018, 101% of the Liquidation Preference, and (m) after October 8,
2018, the Liquidation Preference, plus in each case accrued and unpaid
dividends to and including the Redemption Date.

"Reserved Amount" shall have the meaning set forth in Section 5(m).

"Senior Stock" means any (i) class or series of securities of the
Corporation ranking senior to the Series B Preferred Stock in respect
of the right to receive payment of distributions and (ii) any class or
series of securities of the Corporation ranking senior to the Series B
Preferred Stock in respect of the right to receive assets upon the
liquidation, dissolution or winding up of the affairs of the
Corporation.

"Voluntary Conversion Notice" shall have the meaning set forth in
Section 5(a).

"Voting Stock of the Corporation" means shares of stock of the
Corporation of any class that votes generally in the election of
directors.

"Wright Family" means William Wright (Chairman of the Board and Chief
Executive Officer of the Corporation at the date of this Certificate
of Designation), any lineal ascendant or descendant (including by way
of adoption) of William Wright, any spouse of any of the foregoing
persons, any trust established by any of the foregoing persons and any
corporation, partnership, limited liability company or other entity
that is controlled, directly or indirectly, by one or more of the
foregoing persons or trusts.

Section 2.  Dividends.

   a.  Subject to the prior preferences and other rights of any Senior
Stock, the holders of the Series B Preferred Stock shall be entitled
to receive, out of funds legally available for that purpose, cash
dividends in an amount equal to 6.37% per annum of the Liquidation
Preference per share calculated on the basis of a 365-day year.  Such
dividends shall be payable only in cash, shall be cumulative from
their Issue Date and shall be payable in arrears, when, as and if
declared by the Board of Directors, on March 31, June 30, September 30
and December 31 of each year (each such date being herein referred to
as a "Dividend Payment Date"), commencing on June 30, 2004.  The
period between consecutive Dividend Payment Dates shall hereinafter be
referred to as a "Dividend Period."  For purposes hereof, the rights
of holders of the Series B Preferred Stock to payment of such
dividends shall rank pari passu with any other shares of Parity Stock
then outstanding.

   b.  Dividends on any shares of Series B Preferred Stock shall
accrue (whether or not declared and whether or not there shall be
funds legally available for the payment of dividends) on and from
their Issue Date.  No interest shall be payable with respect to any
dividends that are in arrears.

   c.  Each such dividend shall be paid to the holders of record of
the Series B Preferred Stock as their names appear on the share
register of the Corporation on the corresponding Record Date.  As used
above, the term "Record Date" for any Dividend Period means the date
that is fifteen (15) days prior to the Dividend Payment Date for such
Dividend Period, or such other record date designated by the Board of
Directors of the Corporation with respect to the dividend payable on
such respective Dividend Payment Date.  Dividends on account of
arrears for any past Dividend Periods may be declared and paid,
together with any accrued but unpaid dividends thereon to and
including the date of payment, at any time, without reference to any
Dividend Payment Date, to holders of record on such date, not
exceeding 50 days preceding the payment date thereof, as may be fixed
by the Board of Directors.

   d.  Whenever dividends payable on shares of Series B Preferred
Stock shall not have been paid in full, in an aggregate amount equal
to two full quarterly dividends on such shares of Series B Preferred
Stock then outstanding, the number of directors then constituting the
Board of Directors of the Corporation shall automatically be increased
by one, and the holders of such shares of Series B Preferred Stock
shall have, in addition to the right to elect one director pursuant to
Section 7, the exclusive and special right, voting separately as a
class, to elect the director to fill such newly created directorship;
provided, however, that in no event shall the holders of such shares
of Series B Preferred Stock voting separately as a class as aforesaid
have the right to elect more than one director pursuant to this
Section 2(d).  Whenever such right of the holders of such shares of
Series B Preferred Stock shall have vested, such right may be
exercised initially either at a special meeting of such shareholders,
which special meeting shall be called by the Board of Directors of the
Corporation, or at any annual meeting of shareholders, and thereafter
at annual meetings of shareholders.  The right of the holders of such
shares of Series B Preferred Stock, voting separately as a class to
elect a member of the Board of Directors of the Corporation as
aforesaid, shall continue until such time as all dividends accumulated
on such shares of Series B Preferred Stock to the dividend payment
date next preceding the date of any such determination have been paid
in full, or declared and set apart in trust for payment, at which time
the special rights of the holders of such shares of Series B Preferred
Stock to vote separately as a class for the election of a director
shall terminate (subject to revesting in the event of each and every
subsequent failure to make dividend payments in an aggregate amount
equal to two full quarterly dividends as above provided), and the
number of directors constituting the Board of Directors shall be
automatically reduced.

   e.  So long as any shares of the Series B Preferred Stock are
outstanding, the Corporation shall not, directly or indirectly,
declare, pay or set apart for payment any dividends or other
distributions on Junior Stock (other than dividends or distributions
paid in shares of, or options, warrants or rights to subscribe for or
purchase shares of, Junior Stock) or redeem or otherwise acquire any
Junior Stock for any consideration (including any moneys to be paid to
or made available for a sinking fund for the redemption of any shares
of any such stock), except by conversion into or exchange for Junior
Stock, unless in each case the full cumulative dividends on all
outstanding shares of the Series B Preferred Stock and any other
Parity Securities have been paid or set apart for payment for all past
and current Dividend Periods with respect to the Series B Preferred
Stock and all past and current dividend periods with respect to such
Parity Securities.

Section 3.  Distributions Upon Liquidation, Dissolution or Winding Up.

In the event of any voluntary or involuntary liquidation, dissolution
or other winding up of the affairs of the Corporation, subject to the
prior preferences and other rights of any Senior Stock, but before any
distribution or payment shall be made to the holders of Junior Stock,
the holders of the Series B Preferred Stock shall be entitled to be
paid the Liquidation Preference of all outstanding shares of the
Series B Preferred Stock as of the date of such liquidation or
dissolution or such other winding up, plus any accrued but unpaid
dividends, if any, to such date, and no more.  The Corporation shall
make such payment in cash.  If such payment shall have been made in
full to the holders of the Series B Preferred Stock, and if payment
shall have been made in full to the holders of any Senior Stock and
Parity Stock of all amounts to which such holders shall be entitled,
the remaining assets and funds of the Corporation shall be distributed
among the holders of Junior Stock, according to their respective
shares and priorities.  If, upon any such liquidation, dissolution or
other winding up of the affairs of the Corporation, the net assets of
the Corporation distributable among the holders of all outstanding
shares of the Series B Preferred Stock and of any Parity Stock shall
be insufficient to permit the payment in full to such holders of the
preferential amounts to which they are entitled, then the entire net
assets of the Corporation remaining after the distributions to holders
of any Senior Stock of the full amounts to which they may be entitled
shall be distributed among the holders of the Series B Preferred Stock
and of any Parity Stock ratably in proportion to the full amounts to
which they would otherwise be respectively entitled.  Neither the
consolidation or merger of the Corporation into or with another
corporation or corporations, nor the sale of all or substantially all
of the assets of the Corporation to another corporation or

corporations shall be deemed a liquidation, dissolution or winding up
of the affairs of the Corporation within the meaning of this Section

Section 4.  Optional Redemption by the Corporation.

   a.  The Series B Preferred Stock shall not be redeemed in whole or
in part on or prior to October 8, 2006, except as provided in Section
6 hereof.  After October 8, 2006, the Corporation may, at its option,
redeem in cash at any time, in whole or in part, the Series B
Preferred Stock at the Redemption Price per share.  If less than all
the outstanding shares of Series B Preferred Stock are to be redeemed
pursuant to this Section 4, the shares to be redeemed shall be
determined by lot or in such other manner as the Board of Directors of
the Corporation may prescribe and which it deems appropriate.

   b.  Notice of redemption of the Series B Preferred Stock shall be
sent by or on behalf of the Corporation, by first class mail, postage
prepaid, to the holders of record of the outstanding shares of Series
B Preferred Stock at their respective addresses as they shall appear
on the records of the Corporation, not less than 10 days nor more than
30 days prior to the date fixed for redemption (the "Redemption Date")
(i) notifying such holders of the election of the Corporation to
redeem such shares and of the Redemption Date, (ii) stating the date
on which the shares cease to be convertible (which date shall be the
same date as the Redemption Date), and the Conversion Price, (iii) the
place or places at which the shares called for redemption shall, upon
presentation and surrender of the certificates evidencing such shares,
be redeemed, and the Redemption Price therefor, and (iv) stating the
name and address of any Redemption Agent selected by the Corporation
in accordance with Section 4(c) below, and the name and address of the
Corporation's transfer agent for the Series B Preferred Stock.  The
Corporation may act as the transfer agent for the Series B Preferred
Stock.

   c.  The Corporation may act as the redemption agent to redeem the
Series B Preferred Stock.  The Corporation may also appoint as its
agent for such purpose its transfer agent for Common Stock or a bank
or trust company in good standing, organized under the laws of the
United States of America or any jurisdiction thereof, and having
capital, surplus and undivided profits aggregating at least
$100,000,000, and may appoint any one or more additional such agents
which shall in each case be a bank or trust company in good standing
organized under the laws of the United States of America or of any
jurisdiction thereof, having an office or offices in The City of New
York, New York, or such other place as shall have been designated by
the Corporation, and having capital, surplus and undivided profits
aggregating at least $100,000,000.  The Corporation or such bank or
trust company is hereinafter referred to as the "Redemption Agent."
Following such appointment and prior to any redemption, the
Corporation shall deliver to the Redemption Agent irrevocable written
instructions authorizing the Redemption Agent, on behalf and at the
expense of the Corporation, to cause such notice of redemption to be
duly mailed as herein provided as soon as practicable after receipt of
such irrevocable instructions and in accordance with the above
provisions.  All funds necessary for the redemption shall be deposited
with the Redemption Agent in trust at least two business days prior to
the Redemption Date, for the pro rata benefit of the holders of the
shares of Series B Preferred Stock so called for redemption, so as to
be and continue to be available therefor.  Neither failure to mail any
such notice to one or more such holders nor any defect in any notice
shall affect the sufficiency of the proceedings for redemption as to
other holders.

   d.  If notice of redemption shall have been given as provided
above, and the Corporation shall not default in the payment of the
Redemption Price, then each holder of shares called for redemption
shall be entitled to all preferences, relative and other rights
accorded by this Certificate of Designation until and including the
Redemption Date.  If the Corporation shall default in making payment
or delivery as aforesaid on the Redemption Date, then each holder of
the shares called for redemption shall be entitled to all preferences,
relative and other rights accorded by this Certificate of Designation
until and including the date (the "Final Redemption Date") when the
Corporation makes payment or delivery as aforesaid to the holders of
the Series B Preferred Stock.  From and after the Redemption Date or,
if the Corporation shall default in making payment or delivery as
aforesaid, the Final Redemption Date, the shares called for redemption
shall no longer be deemed to be outstanding, and all rights of the
holders of such shares shall cease and terminate, except the right of
the holders of such shares, upon surrender of certificates therefor,
to receipt of amounts to be paid hereunder.  The deposit of monies in
trust with the Redemption Agent by the Corporation shall be
irrevocable except that the Corporation shall be entitled to receive
from the Redemption Agent the interest or other earnings, if any,
earned on any monies so deposited in trust, and the holders of any
shares redeemed shall have no claim to such interest or other
earnings, and any balance of monies so deposited by the Corporation
and unclaimed by the holders of the Series B Preferred Stock entitled
thereto at the expiration of two years from the Redemption Date or the
Final Redemption Date, as applicable, shall be repaid, together with
any interest or other earnings thereon, to the Corporation, and after
any such repayment, the holders of the shares entitled to the funds so
repaid to the Corporation shall look only to the Corporation for such
payment, without interest.

   e.  In the event that the Series B Preferred Stock and any Parity
Stock are each the subject of redemption and the total amount of funds
legally available for redemption is insufficient to redeem both the
Series B Preferred Stock and such Parity Stock, then the Series B
Preferred Stock and the shares of such Parity Stock shall be redeemed
ratably based on the aggregate redemption amount payable with respect
to the shares of Series B Preferred Stock and the shares of the Parity
Stock then redeemable.





Section 5.  Conversion Rights.  The Series B Preferred Stock shall be
convertible into Common Stock as follows:

   a.  Conversion at Holder's Option. The holder of any shares of the
Series B Preferred Stock shall have the right at such holder's option,
at any time and from time to time at any time following the Issue Date
and without the payment of any additional consideration, to convert
any or all of such shares of the Series B Preferred Stock into fully
paid and nonassessable shares of Common Stock at the Applicable
Conversion Price (as provided in Section 5(c) below) in effect on the
Conversion Date (as provided in Section 5(d) below) upon the terms
hereinafter set forth.  The holder of any shares of the Series B
Preferred Stock may exercise the conversion right specified in Section
5(a) by surrendering or causing to be surrendered to the Corporation
or any transfer agent of the Corporation the certificate or
certificates representing the shares of the Series B Preferred Stock
to be converted, accompanied by written notice (the "Voluntary
Conversion Notice") specifying the number of such shares to be
converted.

   b.  Status as Stockholder.  As of the close of business on the date
when delivery of a Voluntary Conversion Notice by a holder of Series B
Preferred Stock is made to the Corporation (the "Conversion Date") (i)
the shares covered thereby shall be deemed converted into shares of
Common Stock and (ii) the holder's rights as a holder of such
converted shares of Series B Preferred Stock shall cease and
terminate, excepting only the right to receive such Common Stock and
to any remedies provided herein or otherwise available at law or in
equity to such holder because of a failure by the Corporation to
comply with the terms of this Certificate of Designation.

   c.  Number of Shares.  In the event of a conversion pursuant to
Section 5(a) above, each share of the Series B Preferred Stock so
converted shall be converted into such number of shares of Common
Stock as is determined by dividing (x) $25 by (y) the Conversion Price
in effect on the Conversion Date. The initial Conversion Price shall
be $24.65 per share of Common Stock.  Such initial Conversion Price
shall be subject to adjustment in order to adjust the number of shares
of Common Stock into which the Series B Preferred Stock is
convertible, as hereinafter provided.

  d.  Mechanics of Conversion.  The Corporation shall not be obligated
to issue to any holder certificates representing the shares of Common
Stock issuable upon conversion unless certificates representing the
shares of Series B Preferred Stock, endorsed directly or through stock
powers to the Corporation or in blank and accompanied when appropriate
with evidence of the signatory's authority, are delivered to the
Corporation or any transfer agent of the Corporation.  If the
certificate representing shares of Common Stock issuable upon
conversion of shares of the Series B Preferred Stock is to be issued
in a name other than the name on the face of the certificate
representing such shares of the Series B Preferred Stock, such
certificate shall be accompanied by such evidence of the assignment
and such evidence of the signatory's authority with respect thereto as
deemed appropriate by the Corporation or its transfer agent and such
certificate shall be endorsed directly or through stock powers to the
Corporation or in blank.  Not less than five business days after the
Conversion Date (the "Delivery Period"), the Corporation shall issue
and deliver to or upon the written order of such holder a certificate
or certificates for the number of full shares of Common Stock to which
such holder is entitled upon such conversion, and a check or cash with
respect to any fractional interest in a share of Common Stock, as
provided in Section 5(e).  The person in whose name the certificate or
certificates for Common Stock are to be issued shall be deemed to have
become a holder of record of such Common Stock on the applicable
Conversion Date.  Upon conversion of only a portion of the number of
shares covered by a certificate representing shares of Series B
Preferred Stock surrendered for conversion, the Corporation shall
issue and deliver to or upon the written order of the holder of the
certificate so surrendered for conversion, at the expense of the
Corporation, a new certificate representing the number of shares of
the Series B Preferred Stock representing the unconverted portion of
the certificate so surrendered.  The Corporation shall pay on any
Conversion Date the accrued and unpaid dividends to and including such
date on all shares of Series B Preferred Stock to be so converted.

   e.  Fractional Shares.  No fractional shares of Common Stock or
scrip shall be issued upon conversion of shares of the Series B
Preferred Stock.  If more than one share of the Series B Preferred
Stock shall be surrendered for conversion at any one time by the same
holder, the number of full shares of Common Stock issuable upon
conversion thereof shall be computed on the basis of the aggregate
number of shares of the Series B Preferred Stock so surrendered.
Instead of any fractional shares of Common Stock which would otherwise
be issuable upon conversion of any shares of the Series B Preferred
Stock, the Corporation shall pay a cash adjustment in respect of such
fractional interest in an amount equal to that fractional interest of
the then Current Market Price.

   f.  Delivery of Uncertificated Shares of Common Stock Upon
Conversion.  Notwithstanding the provisions of Section 5(d), if the
Corporation's transfer agent is participating in DTC's Fast Automated
Securities Transfer program, the Corporation shall cause its transfer
agent to electronically transmit the Common Stock issuable upon such
conversion to the holder or the holder's designee by crediting the
account of the holder or the holder's designee, or its respective
nominee, with DTC through its Deposit Withdrawal Agent Commission
system ("DTC Transfer").  If the aforementioned conditions to a DTC
Transfer are not satisfied, the Corporation shall deliver in
accordance with Section 5(d) to the holder or the holder's designee
physical certificates representing the Common Stock issuable upon such
conversion.

   g.  Conversion Disputes.  In the case of any dispute with respect
to a conversion, the Corporation shall promptly issue such number of
shares of Common Stock as are not disputed in accordance with Section
5(d) or (f), as applicable.  If such dispute involves the calculation
of the Conversion Price, and such dispute is not promptly resolved by
discussion between the relevant holder and the Corporation, the
Corporation and the holder shall submit the disputed calculations to
an independent outside accountant.  The accountant, at the
Corporation's sole expense, shall promptly audit the calculations and
notify the Corporation and the holder of the results.  The
accountant's calculation shall be deemed conclusive, absent manifest
error.  The Corporation shall then issue the appropriate number of
shares of Common Stock in accordance with Section 5(d) or (f), as
applicable.

   h.  Conversion Price Adjustments.  The Conversion Price shall be
subject to adjustment from time to time as follows:

      i.  Stock Dividends, Subdivisions, Reclassifications or
Combinations.  If the Corporation shall (i) declare a dividend or make
a distribution on its Common Stock in shares of its Common Stock, (ii)
subdivide or reclassify the outstanding shares of Common Stock into a
greater number of shares, (iii) combine or reclassify the outstanding
Common Stock into a smaller number of shares, or (iv) take similar
action, the Conversion Price in effect at the time of the record date
for such dividend or distribution or the effective date of such
subdivision, combination, reclassification or other similar action
shall be proportionately adjusted so that the holder of any shares of
Series B Preferred Stock surrendered for conversion after such date
shall be entitled to receive the number of shares of Common Stock
which he would have owned or been entitled to receive had such shares
of the Series B Preferred Stock been converted immediately prior to
such date.  Successive adjustments in the Conversion Price shall be
made whenever any event specified above shall occur.

       ii.  Other Distributions.  In case the Corporation shall fix a
record date for the making of a distribution to all holders of shares
of its Common Stock (i) of shares of any class other than its Common
Stock or (ii) of evidences of indebtedness of the Corporation or any
subsidiary or (iii) of assets (other than cash dividends), or (iv) of
rights or warrants, in each case the Conversion Price in effect
immediately prior thereto shall be adjusted to a price determined by
multiplying the then current Conversion Price by a fraction, of which
(1) the numerator shall be an amount equal to the difference resulting
from (A) the Current Market Price as of such record date less (B) the
fair market value (as determined by the Board, whose determination
shall be conclusive) of said shares or evidences of indebtedness or
assets or rights or warrants to be so distributed, and (2) the
denominator shall be the Current Market Price as of such record date.
Such adjustment shall be made successively whenever such a record date
is fixed.  In the event that such distribution is not so made, the
Conversion Price then in effect shall be readjusted, effective as of
the date when the Board determines not to distribute such shares,
evidences of indebtedness, assets, rights or warrants, as the case may
be, to the Conversion Price which would then be in effect if such
record date had not been fixed.

       iii.  Rounding of Calculations; Minimum Adjustment.  All
calculations under this Section 5(h) shall be made to the nearest cent
or to the nearest one hundredth (1/100th) of a share, as the case may
be.  Any provision of this Section 5 to the contrary notwithstanding,
no adjustment in the Conversion Price shall be made if the amount of
such adjustment would be less than $0.01; but any such amount shall be
carried forward and an adjustment with respect thereto shall be made
at the time of and together with any subsequent adjustment which,
together with such amount and any other amount or amounts so carried
forward, shall aggregate $0.01 of more.

   i.  Current Market Price.  The "Current Market Price" at any date
shall mean, in the event the Common Stock is publicly traded, the
average of the daily closing prices per share of Common Stock for 30
consecutive trading days ending three trading days before such date
(as adjusted for any stock dividend, split, combination or
reclassification that took effect during such 30 trading day period).
The closing price for each day shall be the last reported sale price
regular way or, in case no such reported sale takes place on such day,
the average of the last closing bid and asked prices regular way, in
either case on the principal national securities exchange on which the
Common Stock is listed or admitted to trading, or if not listed or
admitted to trading on any national securities exchange, the closing
sale price for such day reported by Nasdaq, if the Common Stock is
quoted on Nasdaq National Market, Nasdaq Small Cap or any comparable
system, or, if the Common Stock is not traded on Nasdaq or any
comparable system, the average of the closing bid and asked prices as
furnished by two members of the National Association of Securities
Dealers, Inc. selected from time to time by the Corporation for that
purpose.  If the Common Stock is not traded in such manner that the
quotations referred to above are available for the period required
hereunder, Current Market Price per share of Common Stock shall be
deemed to be the fair value per share of Common Stock as determined in
good faith by the Board of Directors, irrespective of any accounting
treatment.

   j.  Corporate Change.  If there shall be (i) any reclassification
or change of the outstanding shares of Common Stock (other than an
event covered by Section 5(h) above or a change in par value, or from
par value to no par value, or from no par value to par value, or as a
result of a subdivision or combination), (ii) any consolidation or
merger of the Corporation with any other entity (other than a merger
in which the Corporation is the surviving or continuing entity, or
(iii) any share exchange or other transaction pursuant to which all of
the outstanding shares of Common Stock are converted into other
securities or property (each of (i) - (iii) above being a "Corporate
Change"), then the holders of Series B Preferred Stock shall
thereafter have the right to receive upon conversion, in lieu of the
shares of Common Stock otherwise issuable, such shares of stock,
securities and/or other property as would have been issued or payable
in such Corporate Change with respect to or in exchange for the number
of shares of Common Stock which would have been issuable upon
conversion had such Corporate Change not taken place, and in any such
case, appropriate provisions (as determined by the Board of Directors
in good faith) shall be made with respect to the rights and interests
of the holders of the Series B Preferred Stock to the end that the
economic value of the shares of Series B Preferred Stock is not
diminished by such Corporate Change and that the provisions hereof
(including, without limitation, in the case of any such consolidation,
merger or sale in which the successor entity or purchasing entity is
not the Corporation, an immediate adjustment of the Conversion Price
so that the Conversion Price immediately after the Corporate Change
reflects the same relative value as compared to the value of the
surviving entity's common stock that existed between the Conversion
Price and the value of the Corporation's Common Stock immediately
prior to such Corporate Change) shall thereafter be applicable, as
nearly as may be practicable in relation to any shares of stock or
securities thereafter deliverable upon the conversion thereof.

   k.  Costs.  The Corporation shall pay all documentary, stamp,
transfer or other transactional taxes attributable to the issuance or
delivery of shares of Common Stock upon conversion of any shares of
the Series B Preferred Stock; provided that the Corporation shall not
be required to pay any such taxes or any federal or state income taxes
or other taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificate for such
shares in a name other than that of the holder of the shares of the
Series B Preferred Stock in respect of which such shares are being
issued.

   l.  No Impairment.  The Corporation (i) will not permit the par
value of any shares of stock at the time receivable upon the
conversion of the Series B Preferred Stock to exceed the Conversion
Price then in effect, (ii) will take all such action as may be
necessary or appropriate in order that the Corporation may validly and
legally issue fully paid and nonassessable shares of Common Stock on
the conversion of the Series B Preferred Stock and (iii) will not
issue any Common Stock or convertible securities or take any action
which results in an adjustment of the Conversion Price if the total
number of shares of Common Stock issuable after such issuance or
action upon the conversion or redemption of, or payment of all
outstanding dividends on, all of the then outstanding shares of Series
B Preferred Stock will exceed the total number of shares of Common
Stock then authorized by the Corporation's Certificate of
Incorporation and available for the purposes of issue upon such
conversion or redemption or payment of such dividend.

   m.  Reservation of Shares.  The Corporation will at all times
reserve and keep available, out of its authorized and unissued Common
Stock or any other securities issuable upon conversion pursuant to
Section 5(j) above solely for the purposes of issuance upon conversion
of Series B Preferred Stock as herein provided, free from preemptive
rights or any other actual or contingent purchase rights or persons
other than the holders of shares of Series B Preferred Stock, such
number of shares of Common Stock or such other securities that shall
be so issuable upon the conversion of all outstanding shares of Series
B Preferred Stock (the "Reserved Amount").  All shares of Common Stock
and other securities that shall be so issuable upon conversion of the
Series B Preferred Stock shall, upon issue, be duly and validly issued
and fully paid and nonassessable.  If the Reserved Amount for any ten
consecutive trading days (the last of such ten trading days being the
"Authorization Trigger Date") shall be less than one hundred percent
(100%) of the number of shares of Common Stock issuable upon full
conversion of the then outstanding shares of Series B Preferred Stock,
the Corporation shall immediately notify the holders of Series B
Preferred Stock of such occurrence and shall immediately commence
action (including, if necessary, seeking stockholder approval to
authorize the issuance of additional shares of Common Stock and other
securities) to increase the Reserved Amount to one hundred percent
(100%) of the number of shares of Common Stock and other securities
then issuable upon full conversion of all of the outstanding Series B
Preferred Stock at the then current Conversion Price.  Each holder of
Series B Preferred Stock, by their acceptance thereof, agrees to vote
in favor of any action necessary to increase the number of authorized
shares of Common Stock and other securities.  In the event the
Corporation fails to so increase the Reserved Amount within 120 days
after an Authorization Trigger Date, each holder of Series B Preferred
Stock shall thereafter have the option, exercisable in whole or in
part at any time and from time to time, by delivery of a Redemption
Notice to the Corporation, to require the Corporation to redeem for
cash, at an amount per share equal to the Redemption Price, a number
of the holder's shares of Series B Preferred Stock such that, after
giving effect to such redemption, the then unissued portion of such
holder's Reserved Amount is at least equal to one hundred percent
(100%) of the total number of shares of Common Stock and other
securities issuable upon conversion of such holder's shares of Series
B Preferred Stock.

   n.  Notices of Record Date.  In the event of any taking by the
Corporation of a record of the holders of Common Stock or any other
securities issuable upon conversion pursuant to Section 5(j) above for
the purpose of determining the holders thereof who are entitled to
receive any dividend (other than a cash dividend) or other
distribution, any right or warrant to subscribe for, purchase or
otherwise acquire any shares of stock or any class of any other
securities or property, or to receive any other right (including,
without limitation, making a dividend or other distribution of any
rights under a stockholder rights plan (sometimes known as a "poison
pill" plan), whether now existing or hereafter created), the
Corporation shall mail to each holder of Series B Preferred Stock, at
least 20 days prior to the date specified therein, a notice specifying
the date on which any such record is to be taken for the purpose of
such dividend, distribution, right or warrant, and the amount and
character of such dividend, distribution, right or warrant.

Section 6.  Redemption Due to Certain Events.

   a.  Redemption by Holder.  In the event (each of the events
described in clauses (i)-(v) below after expiration of the applicable
cure period (if any) being a "Redemption Event"):

       i.  A Change of Control of the Corporation shall have occurred;

       ii.  The Wright Family ceases to beneficially own (as
determined under Rule 13d-3 promulgated under the Securities Exchange
Act of 1934) twenty percent (20%) or more of the outstanding Voting
Stock of the Corporation, computed on a fully diluted basis based on
the then generally accepted accounting principles;

       iii.  the Corporation shall make an assignment for the benefit
of creditors, or apply for or consent to the appointment of a receiver
or trustee for it or for a substantial part of its property or
business, or such a receiver or trustee shall otherwise be appointed;
or

       iv.  bankruptcy, insolvency, reorganization or liquidation
proceedings or other proceedings for the relief of debtors shall be
instituted by or against the Corporation and if instituted against the
Corporation by a third party, shall not be dismissed within 120 days
of their initiation; then, upon the occurrence of any such Redemption
Event, each holder of shares of Series B Preferred Stock shall
thereafter have the option, exercisable in whole or in part at any
time and from time to time by delivery of a written notice to such
effect (a "Redemption Notice") to the Corporation while such
Redemption Event continues, to require the Corporation to purchase for
cash any or all of the then outstanding shares of Series B Preferred
Stock held by such holder for an amount per share equal to the
Redemption Amount in effect at the time of the redemption hereunder.
Upon the Corporation's receipt of any Redemption Notice hereunder
(other than during the three trading day period following the
Corporation's delivery of a Redemption Announcement to all of the
holders in response to the Corporation's initial receipt of a
Redemption Notice from a holder of Series B Preferred Stock), the
Corporation shall within two business days following such receipt
deliver a written notice (a "Redemption Announcement") to all holders
of Series B Preferred Stock stating the date upon which the
Corporation received such Redemption Notice and the amount of Series B
Preferred Stock covered thereby.  The Corporation shall not redeem any
shares of Series B Preferred Stock during the three trading day period
following the delivery of a required Redemption Announcement
hereunder.  At any time and from time to time during such three
trading day period, each holder of Series B Preferred Stock may
request (either orally or in writing) information from the Corporation
with respect to the instant redemption (including, but not limited to,
the aggregate number of shares of Series B Preferred Stock covered by
Redemption Notices received by the Corporation) and the Corporation
shall furnish (either orally or in writing) as soon as practicable
such requested information to such requesting holder.

   b.  The "Redemption Amount" with respect to a share of Series B
Preferred Stock means an amount equal to the Liquidation Preference
(including accrued and unpaid dividends to and including the date the
Corporation makes payment of the Redemption Amount).

   c.  In the event that the Series B Preferred Stock and any Parity
Stock are each the subject of redemption and the total amount of funds
legally available for redemption is insufficient to redeem both the
Series B Preferred Stock and such Parity Stock, then the Series B
Preferred Stock and the shares of such Parity Stock shall be redeemed
ratably based on the aggregate redemption amount payable with respect
to the shares of Series B Preferred Stock and the shares of the parity
stock then redeemable.

   d.  In the event the Corporation is not able to redeem all of the
shares of Series B Preferred Stock subject to Redemption Notices
delivered prior to the date upon which such redemption is to be
effected, the Corporation shall redeem shares of Series B Preferred
Stock from each holder pro rata, based on the total number of shares
of Series B Preferred Stock outstanding at the time of redemption
included by such holder in all Redemption Notices delivered prior to
the date upon which such redemption is to be effected relative to the
total number of shares of Series B Preferred Stock outstanding at the
time of redemption included in all of the Redemption Notices delivered
prior to the date upon which such redemption is to be effected.

Section 7.  Voting Right to Elect a Director.

The holders of the Series B Preferred Stock, voting or consenting, as
the case may be, separately as a single class to the exclusion of all
other classes and series of the Corporation's capital stock and with
each share of Series B Preferred Stock entitled to one vote, shall be
entitled to elect one director to the Corporation's Board of Directors
("Series B Director").  Chris Atayan is hereby designated as the
Series B Director elected by the holders of the Series B Preferred and
he shall continue to serve in that capacity until such time as he
resigns, is removed from office, dies or becomes disabled.  The Series
B Director may be removed at any time by vote or written consent of
the holders of a majority of the outstanding shares of Series B
Preferred Stock.  If the holders of the Series B Preferred Stock for
any reason fail to elect a person to fill the directorship to which
they are otherwise entitled under this Section 7, such directorship
shall remain vacant until such time as the holders of the Series B
Preferred Stock elect a director to fill such directorship and such
directorship shall not be filled by resolution or vote of the
Corporation's Board of Directors or the Corporation's other
stockholders. Any vacancy occurring because of the death, disability,
resignation or removal of the Series B Director shall be filled by the
vote or written consent of the holders of a majority of the
outstanding shares of Series B Preferred Stock.

Section 8.  Other Voting Rights.  The holders of Series B Preferred
Stock shall not be entitled to any voting rights except as provided in
Section 2(d) or Section 7 above and as required by law.

Section 9.  No Preemptive Rights.  The holders of Series B Preferred
Stock shall, as such, have no preemptive right to purchase or
otherwise acquire shares of any class of stock or other securities of
the Corporation, now or hereafter authorized.

Section 10.  Exclusion of Other Rights.  Except as may otherwise be
required by law, the shares of Series B Preferred Stock shall not have
any preferences or relative, participating, optional or other special
rights, other than those specifically set forth in this Certificate of
Designation (as such may be amended from time to time) and in the
Certificate of Incorporation.

Section 11.  Headings of Subdivisions.  The headings of the various
subdivisions hereof are for convenience of reference only and shall
not affect the interpretation of any of the provisions hereof.

Section 12.  Lost or Stolen Certificates.  Upon receipt by the
Corporation of (i) evidence of the loss, theft, destruction or
mutilation of any certificates representing shares of Series B
Preferred Stock, and (ii) (y) in the case of loss, theft or
destruction, an indemnity, bond and/or other security reasonably
satisfactory to the Corporation, or (z) in the case of mutilation, the
certificate(s) (surrendered for cancellation), the Corporation shall
execute and deliver new certificates representing shares of Series B
Preferred Stock of like tenor and date.  However, the Corporation
shall not be obligated to reissue such lost, stolen, destroyed or
mutilated certificate(s) if the holder contemporaneously requests the
Corporation to convert such Series B Preferred Stock.

Section 13.  Remedies Cumulative.  The remedies provided in this
Certificate of Designation shall be cumulative and in addition to all
other remedies available under this Certificate of Designation, at law
or in equity (including a decree of specific performance and/or other
injunctive relief), and nothing herein shall limit a holder's right to
pursue actual damages for any failure by the Corporation to comply
with the terms of this Certificate of Designation.  The Corporation
acknowledges that a breach by it of its obligations hereunder will
cause irreparable harm to the holders of Series B Preferred Stock and
that the remedy at law for any such breach may be inadequate.  The
Corporation therefore agrees, in the event of any such breach or
threatened breach, that the holders of Series B Preferred Stock shall
be entitled, in addition to all other available remedies, to an
injunction restraining any breach, without the necessity of showing
economic loss and without any bond or other security being required.

Section 14.  Waiver.  Notwithstanding any provision in this
Certificate of Designation to the contrary, any provision contained
herein and any right of the holders of Series B Preferred Stock
granted hereunder may be waived as to all shares of Series B Preferred
Stock (and the holders thereof) upon the written consent of the
holders of a majority of the Series B Preferred Stock, unless a higher
percentage is required by applicable law, in which case the written
consent of the holders of not less than such higher percentage of
shares of Series B Preferred Stock shall be required.

Section 15.  Severability of Provisions.  If any right, preference or
limitation of the Series B Preferred Stock set forth in this
Certificate of Designation (as such may be amended from time to time)
is invalid, unlawful or incapable of being enforced by reason of any
rule of law or public policy, all other rights, preferences and
limitations set forth in this Certificate of Designation (as so
amended) which can be given effect without the invalid, unlawful or
unenforceable right, preference or limitation shall, nevertheless,
remain in full force and effect.

Section 16.  Status of Reacquired Shares.  Shares of Series B
Preferred Stock which have been issued and reacquired in any manner
(including by conversion) shall (upon compliance with any applicable
provisions of the laws of the State of Delaware) have the status of
authorized and unissued shares of Preferred Stock issuable in series
undesignated as to Series B Preferred Stock and may be redesignated
and reissued.

IN WITNESS WHEREOF, this Certificate of Designations has been duly
executed by the undersigned this 8th day of October, 2004.

                                      AMCON DISTRIBUTING COMPANY

                                      By: Michael D. James
                                      ---------------------------
                                      Name:   Michael D. James
                                      Title:  Vice President and
                                              Chief Financial Officer