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

/X/  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE FISCAL YEAR ENDED  September 28, 2001
                                            ---------------------------------

/ /  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
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                          AMCON Distributing Company
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           (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. /X/

     The aggregate market value of equity securities held by non-affiliates
of the Registrant on December 21, 2001 was approximately $7.4 million.

     As of December 21, 2001 there were 3,112,962 shares of common stock
outstanding.

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

     Portions of the Company's 2001 Annual Report to Shareholders are
incorporated herein by reference into Parts I, II and IV.  Portions of the
Company's Proxy Statement pertaining to the March 21, 2002 Annual
Shareholders' Meeting are incorporated herein by reference into Part III.

                                      1


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

                     2001 FORM 10-K ANNUAL REPORT
                     ----------------------------
                           Table of Contents
                                                                         Page
                                                                         ----
                               PART I

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

Item 2.   Properties......................................................10

Item 3.   Legal Proceedings...............................................11

Item 4.   Submission of Matters to a Vote of Security Holders.............11

Item 4A.  Executive Officers of the Company...............................11

                              PART II

Item 5.   Market for the Registrant's Common Stock and Related
          Stockholder Matters.............................................12

Item 6.   Selected Financial Data.........................................12

Item 7.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations.............................12

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk......12

Item 8.   Financial Statements and Supplementary Data.....................12

Item 9.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure.............................12

                              PART III

Item 10.  Directors and Executive Officers of the Registrant..............13

Item 11.  Executive Compensation................................ .........13

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management......................................................13

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

                               PART IV

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

                                       2




PART I

ITEM 1.   BUSINESS

GENERAL

AMCON Distributing Company (together with its wholly-owned subsidiaries)
operates six distribution centers and thirteen retail health food stores in
the Great Plains, Rocky Mountain, and Southern regions of the United States.
As used herein, unless the context indicates otherwise, the term "ADC" means
the wholesale distribution business and "AMCON" or the "Company" means AMCON
Distributing Company and its subsidiaries.

AMCON sells approximately 24,000 different consumer products, including
cigarettes and tobacco products, candy and other confectionery, beverages,
groceries, paper products, health and beauty care products, natural food and
related products, frozen and chilled products and institutional food service
products.

AMCON has over 7,500 retail customers, the largest of which accounted for less
than 3.8% of AMCON's total revenues during fiscal 2001.  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.

AMCON operates thirteen (13) retail health food stores in Florida and in the
Midwest.  These stores carry natural supplements, groceries, health and beauty
care products and other food items.

While cigarettes accounted for approximately 73% of the Company's sales volume
during fiscal 2001, AMCON continues to diversify its businesses and product
lines in an attempt to lessen its dependence upon cigarette sales.

AMCON maintains a 52-53 week fiscal year which ends on the last Friday in
September. The actual year ends were September 28, 2001, September 29, 2000
and September 24, 1999.  Fiscal 2001 and 1999 each comprised 52 weeks.  Fiscal
2000 comprised 53 weeks.  Years cited in this discussion refer to AMCON's
fiscal years.

DISTRIBUTION BUSINESS

AMCON serves approximately 7,500 retail outlets in the Great Plains and Rocky
Mountain regions.  Food Logistics, a trade periodical, ranked ADC as the
fourteenth (14th) largest distributor in its industry out of approximately
1,000 distributors in the United States based upon fiscal 2000 sales volume.
From its inception, ADC has pursued a strategy of growth through increased
sales and through acquisitions.  Since 1993, AMCON has focused on increasing
operating efficiency in its distribution business by merging smaller branch
distribution facilities into larger ones.  In addition, AMCON has grown
through expansion of its market area into contiguous regions and by
introduction of new product lines to customers.


                                      3




AMCON distributes approximately 9,000 different consumer products, including
cigarettes and tobacco products, candy and other confectionery, beverages,
groceries, paper products, health and beauty care products, frozen and chilled
products and institutional food service products.  AMCON's principal suppliers
include Philip Morris USA, RJ Reynolds Tobacco, Brown & Williamson, Proctor &
Gamble, Hershey, Mars, William Wrigley and Nabisco.  AMCON also markets
private label lines of cigarettes, tobacco, snuff, water, candy products,
batteries and film.

AMCON 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, AMCON carries a broad and diverse
product line which allows AMCON to offer "one-stop shopping" to its customers.
AMCON 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, AMCON 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).  AMCON also offers planograms to convenience store
customers to assist in the design of their store and display of products
within the store.

AMCON has worked to improve its operating efficiency by investing in the
latest in systems technology, including computerization of buying and
financial control functions and the introduction in 1999 of internet-based
customer maintenance and reporting options.  Inventory management has become
even more critical due to significant increases in the price of cigarettes
over the past four years.  AMCON has also sought to reduce inventory expenses
by improving the number of times its inventory is renewed during a period
("inventory turns") for the same level of sales.  Inventory turns improved to
26.8 times in fiscal year 2001.  Inventory turns for the past five years are
as follows:

          Fiscal
           Year              Times Inventory Turned
          ------              ----------------------
           2001                      26.8
           2000                      25.4
           1999                      24.5
           1998                      19.6*
           1997                      21.8

           * Inventory turns declined slightly in fiscal 1998 as ADC
             managed its inventory levels to take advantage of
             anticipated manufacturers' price increases.

By keeping its operating costs down, AMCON is better able to price its
products in such a manner to achieve an advantage over less efficient
distributors in its market areas.

AMCON's main office is in Omaha, Nebraska.  AMCON has six distribution centers
located in Illinois, Missouri, Nebraska, North Dakota, South Dakota, and
Wyoming.  AMCON closed its St. Louis, Missouri distribution center in
September 2001 due to synergies resulting from the June 2001 acquisition of
the Quincy, Illinois distribution business.


                                      4



These distribution centers contain a total of approximately 444,300 square
feet of floor space and employ modern equipment for the efficient distribution
of the large and diverse product mix sold by AMCON.  AMCON also operates a
fleet of approximately 240 delivery vehicles, ranging from over-the-road
vehicles with refrigerated trailers to half-ton vans.

RETAIL HEALTH FOOD BUSINESS

AMCON's retail health food stores are operated as Chamberlin's Market & Cafe
("Chamberlin's") and Akin's Natural Food Market ("Akin's"), respectively.
Chamberlin's, which was acquired in March 1999, was first established in 1935,
and is an award-winning and highly-acclaimed chain of seven health and natural
product retail stores, all offering an extensive selection of natural
supplements and herbs, baked goods, dairy products, delicatessen items and
organic produce.  Chamberlin's operates all of its stores in and around
Orlando, Florida.

Akin's Natural Foods Market, also established in 1935, is a well-recognized
chain of six health and natural product retail stores, each offering an
extensive line of natural supplements and herbs, dairy products, delicatessen
items and organic produce.  Akin's has locations in Tulsa (2 stores) and
Oklahoma City, Oklahoma; Lincoln, Nebraska; Springfield, Missouri; and Topeka,
Kansas.

AMCON's retail health food stores are managed collectively, but utilize the
name recognition of the established health food retail chains that were
acquired.  The Company plans to maintain the local identity of each chain
while providing a means to achieve operating synergies leading to cost savings
through centralized management of operations.

ACQUISITIONS

AMCON 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 AMCON.  Since 1981, the Company has acquired 24
consumer product distributors in the Great Plains, Rocky Mountain and Southern
regions of the United States.  In March 1999, the Company purchased all of the
outstanding stock of Chamberlin Natural Foods, Inc.  In September 1999, the
Company purchased all of the outstanding stock of Health Food Associates, Inc.
In November 1999, Chamberlin's acquired all of the assets of MDF Health, Inc.
In August 2000, Chamberlin's acquired all of the outstanding stock of TINK,
Inc. (d/b/a Natural Way Foods).  TINK, Inc. was subsequently merged into
Chamberlin's.

In November 2000, the Company entered into a merger agreement with Hawaiian
Natural Water Company, Inc. (OTC: HNWC), pursuant to which HNWC would be
merged with and into, and thereby become, a wholly-owned subsidiary of AMCON
Distributing Company.  The merger was completed on December 17, 2001.  As a
result, the Company issued 373,558 shares of its common stock to HNWC
shareholders, representing 12.0% of the Company's outstanding shares after
giving effect to the merger.  The merger is expected to qualify as a tax-free
reorganization and to be recorded on the Company's books using the purchase
method of accounting.

                                      5



On June 1, 2001, AMCON completed the acquisition of substantially all of the
distribution business and net assets of Merchant's Wholesale, Inc. located in
Quincy, Illinois (the "Quincy" distribution business).  In addition, the
Company purchased a 206,000 square foot building occupied by Merchants and
owned by Merchants' sole stockholder.  These acquisitions are further
described under "Management's Discussion and Analysis of Financial Condition
and Results of Operations - Acquisitions and Dispositions" on pages 17 - 19 of
the 2001 Annual Report to Shareholders and are incorporated herein by
reference.

DISCONTINUED OPERATIONS

Effective March 23, 2001, AMCON sold the assets of Food For Health Co. Inc.
for $10.3 million, subject to certain adjustments.  That sale is reflected as
discontinued operations in AMCON's consolidated financial statements.
Revenues and expenses from the discontinued operations have been excluded from
income from continuing operations in the accompanying consolidated statements
of operations.  The effects of the discontinued operations on net income and
per share data are reflected within the accompanying consolidated statements
of operations.  The sale is further described under "Management's Discussion
and Analysis of Financial Condition and Results of Opertions - Acquisitions
and Dispositions" on pages 17 - 19 of the 2001 Annual Report to Shareholders
and are incorporated herein by reference.

BUSINESS SEGMENTS

AMCON has two reportable business segments, the wholesale distribution of
consumer products and the retail sale of health and natural food products.  As
described above, AMCON disposed of its health food distribution segment during
the second quarter of fiscal 2001.  The results of the acquired Quincy
distribution business are included in the wholesale distribution of consumer
products segment due to similar economic characteristics shared by AMCON's
existing distribution business and Quincy distribution business, as well as
similar characteristics with respect to nature of products distributed, the
type and class of customers for the distribution products, and the methods
used to distribute the products.  The results of the retail health food stores
are included in the retail segment due to similar economic characteristics, as
well as similar characteristics with respect to the nature of products sold,
the type and class of customers for the health food products, and the methods
used to sell the products.  The segments are evaluated on revenues, gross
margins, operating income and income before taxes.

PRINCIPAL PRODUCTS

CIGARETTES. Sales of cigarettes and the gross margin derived therefrom for the
fiscal years ending 2001, 2000, and 1999 are set forth below (dollars in
millions):
                                             Fiscal Year Ended
                                    ------------------------------------
                                     2001           2000           1999
                                    ------         ------         ------
    Sales                           $424.5         $296.5         $251.1
    Sales as a % of Total Sales       72.9%          69.8%          73.2%
    Gross Margin                    $ 22.6         $ 18.2         $ 17.0
    Gross Margin as a % of Total
     Gross Margin                     49.4%          44.8%          53.6%
    Gross Margin Percentage            5.3%           6.2%           6.8%

                                      6


Excluding sales from the Quincy distribution business, revenues from the sale
of cigarettes during fiscal 2001 increased by 5.1% as compared to fiscal 2000,
while gross profit from the sale of cigarettes decreased by 10.3% during the
same period (see "MANAGEMENT'S DISCUSSION AND ANALYSIS-Results of
Operations-Fiscal Year Ended 2001 Versus Year Ended 2000" in the Annual Report
to Shareholders for the Fiscal Year Ended September 28, 2001 which is
incorporated herein by reference).  Sales of cigarettes represented
approximately 73% of the Company's sales volume during fiscal 2001.  This
represents a 3.1% increase from the prior year and related primarily to the
acquisition of the Quincy distribution business in June 2001 where cigarette
sales as a percentage of total sales are approximately 80%.

Since 1983, AMCON has sought to position itself to capitalize on consumer
demand for discount or value-priced cigarettes by marketing its own private
label cigarettes as a high-quality, value-priced alternative to premium
cigarettes.  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.  Significant manufacturers' price decreases in premium brand
cigarettes, aimed at recapturing market share, occurred in 1993 and has caused
a steady decline in the sales of private label cigarettes since that point.
Sales of AMCON's private label cigarettes have declined an average of 33%
annually since 1993.  Philip Morris USA has manufactured AMCON's private label
cigarettes since 1988 under an exclusive agreement.  This agreement was
renewed in October 2001 for a one-year term.

CONFECTIONERY.  Candy, related confectionery items and snacks constitute the
Company's second largest-selling product line, representing approximately 6.8%
of the Company's total sales volume during fiscal 2001.  Sales of
confectionery items and the gross margin derived therefrom for the fiscal
years ending 2001, 2000, and 1999 are set forth below (dollars in millions):

                                             Fiscal Year Ended
                                    ------------------------------------
                                     2001           2000           1999
                                    ------         ------         ------
Sales                               $ 39.3         $ 31.1         $ 30.2
Gross Margin                           4.0            3.7            3.8
Gross Margin Percentage               10.1%          11.9%          12.6%

AMCON 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 Nabisco.  The Company also markets its own private label candy under a
manufacturing agreement with Palmer Candy Company.


                                      7


OTHER TOBACCO PRODUCTS.  Sales of other tobacco products (cigars, snuff,
chewing tobacco, etc.) represents AMCON's third largest-selling product line,
representing approximately 5.7% of the Company's total sales volume during
fiscal 2001.  Sales of other tobacco products and the gross margin derived
therefrom for the fiscal years ending 2001, 2000 and 1999 are set forth below
(dollars in million):

                                                Fiscal Year
                                    ------------------------------------
                                     2001           2000           1999
                                    ------         ------         ------
    Sales                           $ 32.9         $ 25.8         $20.5
    Gross Margin                       2.5            2.4           2.1
    Gross Margin Percentage            7.7%           9.4%         10.4%

NATURAL FOODS AND RELATED PRODUCTS.  Natural foods and related products, which
are primarily sold by the retail segment, constitute the Company's fourth
largest-selling product line, representing approximately 5.5% of the Company's
total sales volume during fiscal 2001.  Sales of natural foods and related
products and the gross margin derived therefrom for the fiscal years ending
2001, 2000 and 1999 are set forth below (dollars in millions):

                                                Fiscal Year
                                    ------------------------------------
                                     2001           2000           1999
                                    ------         ------         ------
    Sales                           $ 31.8         $ 34.1         $  7.0
    Gross Margin                      11.9           14.0            2.8
    Gross Margin Percentage           37.3%          41.2%          40.4%

OTHER PRODUCT LINES.  Over the past decade, AMCON's strategy has been to
expand its portfolio of consumer products in order to better serve its
customer base.  AMCON's other product lines include water and other beverages,
groceries, paper products, health and beauty care products, frozen and chilled
products and institutional food products.  During fiscal 2001, AMCON's sales
of other products increased $16.2 million or 30.3%, of which $12.9 million
related to the Quincy distribution business.  During fiscal 2001 the gross
profit margin on these types of products was 17.2% compared to 17.0% for
fiscal 2000.

COMPETITION

The distribution business is highly competitive.  There are many similar
distribution companies operating in the same geographical regions as AMCON.
Management believes that AMCON is one of the largest distribution companies of
its type operating in its market area.  AMCON's principal competitors are
national wholesalers such as McLane Co., Inc. (Temple, TX) and regional
wholesalers such as Core-Mark International, Inc. (San Francisco, CA),
Farner-Bocken (Carroll, IA) and Fleming Convenience Marketing and Distribution
(Oklahoma City, OK) 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
technology than its smaller competitors and higher level of customer service
than its larger competitors.

                                      8



The natural food retail industry is highly fragmented, with more than 9,000
stores operating independently or as part of small chains.  The two leading
natural food chains, Whole Foods Market and Wild Oats, continue to expand
their geographic markets by opening stores in new markets and acquiring
smaller independent competitors.  In addition, conventional supermarkets and
mass market outlets have also begun to increase their emphasis on the sale of
natural products.  These strategies have contributed to the saturation of
health food retail stores in some markets and have caused same store sales to
generate minimal increases over the past year.  Management believes the
Company's retail stores separate themselves from other competitors by offering
smaller, more friendly, community-oriented settings run by a knowledgeable and
trained staff offering unique, varied and higher quality natural and organic
food products that will continue to attract health food consumers.

GOVERNMENT REGULATION

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

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

EMPLOYEES

At fiscal year end 2001, the Company had 1,151 full-time and part-time
employees in the following areas:

                Managerial                      25
                Administrative                 136
                Sales & Marketing              324
                Warehouse                      509
                Delivery                       157
                                             -----
                  Total Employees            1,151
                                             =====

AMCON continues to oppose the efforts of the International Association of
Machinists and Aerospace Workers (the "Machinists") to unionize the delivery
employees in its Quincy, Illinois distribution center.  As of December 19,
2001, 45% of the delivery employees in the Quincy distribution center,
representing 17% of AMCON's delivery employees company-wide, voted for union
representation.  Certification and recognition of the Machinists as the
bargaining representative for such employees has yet to be approved.  AMCON is
considering its options with respect to the vote, including a possible appeal.
Management believes its relations with all of its other employees are good.


                                      9



ITEM 2. PROPERTIES

The location and approximate square footage of the six distribution centers
and thirteen retail stores operated by AMCON as of fiscal year end 2001 are
set forth below:

            LOCATION                            SQUARE FEET
            --------                            -----------
     DISTRIBUTION - IL, MO, ND, NE, SD, WY        444,300
     RETAIL - FL, KS, MO, NE & OK                 110,600
                                                  -------
         Total Square Footage                     554,900
                                                  =======

AMCON owns its distribution facilities in Quincy, Illinois and Bismarck, North
Dakota.  These facilities are subject to a first mortgage securing borrowings
under the Company's mortgage loan and a second mortgage securing future
payments owed in connection with the Merchants Wholesale acquisition (see
"MANAGEMENT'S DISCUSSION AND ANALYSIS-Liquidity and Capital Resources" in the
Annual Report to Shareholders for the Fiscal Year Ended 2001 which is
incorporated herein by reference).

AMCON leases its remaining distribution facilities, retail stores, offices and
certain equipment under noncancellable operating leases.  The Company has
entered into a lease to occupy a new distribution facility and corporate
office space in Omaha, Nebraska in the third quarter of fiscal 2002.  This
facility will replace the current Omaha facility.  Leases for the Omaha,
Nebraska and three other distribution facilities and 13 retail stores leased
by the Company have terms expiring from 2002 to 2012.  Minimum future lease
commitments for these properties and equipment total approximately $8.4
million as of fiscal year end 2001.

AMCON also has future lease obligations for facilities and equipment related
to the discontinued operations of its former health food distribution
business.  The Company estimated its ultimate liabilities related to these
leases and recorded a charge to earnings during the second quarter of fiscal
2001.  The amount related to lease obligations which was included in the
discontinued operations reserve was $1.0 million at fiscal year end 2001.  The
Company is actively seeking tenants to sublease the facilities for the
remainder of the lease terms.  Any differences between these expense estimates
and their actual settlement will change the loss accordingly.

Management believes that its existing facilities are adequate for the
Company's present level of operations; however, larger facilities and
additional cross-dock facilities and retail stores will be required to
accommodate the Company's anticipated growth in certain market areas.

AMCON owned non-operating real estate in the Cayman Islands that was sold
during fiscal 2000.  In accordance with an agreement with its former parent,
one-half of the gain from the sale was allocated to the former parent.  See
Item 13 - "CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS."


                                      10


ITEM 3. LEGAL PROCEEDINGS.

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

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

There were no matters submitted to a vote of security holders during the
fourth quarter of fiscal year 2001.

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 Company
has entered into employment agreements with Mr. Wright and Ms. Evans each with
a term expiring on December 31, 2002.  The executive officers of AMCON are as
follows:

      Name                        Age                  Position
      ----                        ---                  --------
William F. Wright                 59         Chairman of the Board, Director

Kathleen M. Evans                 54         President, Director

Michael D. James                  40         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., a NASDAQ company.

KATHLEEN M. EVANS became President of the Company in February 1991.  Prior to
that time she served as Vice President of AMCON Corporation from 1985 to 1991.
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 the Company
in June 1994.  In November 1997, he assumed the responsibilities of Secretary
of the Company. He is a certified public accountant and is responsible for all
financial and reporting functions within the Company.  Prior to joining AMCON,
Mr. James practiced accounting for ten years with the firm of
PricewaterhouseCoopers LLP, serving as the senior tax manager of the Omaha,
Nebraska office from 1992 until 1994.  Mr. James graduated from Kansas State
University in 1983.

                                      11



                                   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 Company's Annual Report to Shareholders for the fiscal year ended
September 28, 2001 under the heading "Market for Common Stock" on pages 5 and
6.

ITEM 6.  SELECTED FINANCIAL DATA.

The information required by this item is incorporated by reference from
the Company's Annual Report to Shareholders for the fiscal year ended
September 28, 2001 under the heading "Selected Financial Data" on pages 2
through 4.

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
Company's Annual Report to Shareholders for the fiscal year ended September
28, 2001 under the heading "Management's Discussion and Analysis" on pages 6
through 22.

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

The information required by this item is incorporated by reference from the
Company's Annual Report to Shareholders for the fiscal year ended September
28, 2001 under the heading "Management's Discussion and Analysis" on pages 6
through 22.

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 Company's
Annual Report to Shareholders for the fiscal year ended September 28, 2001 on
pages F-1 through F-31.  Supplemental financial information is incorporated by
reference from the Annual Report to Shareholders for the fiscal year ended
September 28, 2001 under the heading "Selected Quarterly Financial Data" on
pages 3 and 4.

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

On September 4, 2001, the Company's Board of Directors, upon recommendation
from the Company's Audit Committee, approved a change in the Company's
independent accountants to Deloitte & Touche LLP for fiscal year 2001.
Additional information is available in the Company's Current Report on Form 8-
K filed on September 11, 2001 which is incorporated herein by reference.


                                      12



                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

The Registrant's Proxy Statement to be used in connection with the 2002 Annual
Meeting of Shareholders (the "Proxy Statement") will contain 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.

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and certain persons who own more than ten
percent of the Company's Common Stock, to file with the Securities and
Exchange Commission (the "SEC") reports of their ownership of Company Common
Stock.  Officers, directors and greater-than-ten-percent shareowners are
required by SEC regulation to furnish the Company with copies of such reports
received by the 16(a) reports they file.  Based solely upon review of the
copies of such reports received by the Company and written representations
from each such person who did not file an annual report with the SEC (Form 5)
that no other reports were required, the Company believes that there was
compliance for the fiscal year ended 2001 with all Section 16(a) filing
requirements applicable to the Company officers, directors and greater-than-
ten-percent beneficial owners.

ITEM 11.  EXECUTIVE COMPENSATION.

The Registrant's Proxy Statement will contain 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 Registrant's Proxy Statement will contain under the caption "Voting
Securities and Beneficial Ownership Thereof by Principal Shareholders,
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 Registrant's Proxy Statement will contain 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.




                                      13




                                   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
       Shareholders for the Fiscal Year Ended September 28, 2001 is attached
       as Exhibit 13.1.
                                                             Reference Page

       Independent Auditors' Report                                F-1
       Consolidated Balance Sheets as of Fiscal Year
          Ended 2001 and 2000                                      F-2
       Consolidated Statements of Operations for the
          Fiscal Years Ended 2001, 2000 and 1999                   F-3
       Consolidated Statements of Shareholders' Equity
          and Comprehensive Income (Loss) for the Fiscal
          Years Ended 2001, 2000 and 1999                          F-4
       Consolidated Statements of Cash Flows for the
          Years Ended September 30, 2001, 2000 and 1999            F-6

       Notes to Consolidated Financial Statements                  F-7

   (2) FINANCIAL STATEMENT SCHEDULES

       Independent Auditors' Report of Deloitte & Touche LLP       S-1

       Independent Auditors' Report of PricewaterhouseCoopers LLP  S-2

       Schedule II - Valuation and Qualifying Accounts             S-3

   (3) EXHIBITS

       2.1   Fifth Amended and Restated Agreement and Plan of Merger dated
             September 27, 2001 by and between AMCON Distributing Company,
             AMCON Merger Sub, Inc. and Hawaiian Natural Water Company Inc.
             (incorporated by reference to Exhibit 2.1 of AMCON's
             Registration Statement on Form S-4 (Registration No. 333-
             71300)filed on November 13, 2001)

       2.2   Assets Purchase and Sale Agreement by and between Food For
             Health Company, Inc., AMCON Distributing Company and Tree of
             Life, Inc. dated March 8, 2001 (incorporated by reference to
             Exhibit 2.1 of AMCON's Current Report on Form 8-K filed on April
             10, 2001)

       2.3   Amendment to Assets Purchase and Sale Agreement by and between
             Food For Health Company, Inc., AMCON Distributing Company and
             Tree of Life, Inc. effective March 23, 2001 (incorporated by
             reference to Exhibit 2.2 of AMCON's Current Report on Form 8-K
             filed on April 10, 2001)

       2.4   Asset Purchase Agreement, dated February 8, 2001, between AMCON
             Distributing Company, Merchants Wholesale Inc. and Robert and
             Marcia Lansing (incorporated by reference to Exhibit 2.1 of
             AMCON's Current Report on Form 8-K filed on June 18, 2001)

                                      14



       2.5   Addendum to Asset Purchase Agreement, dated May 30, 2001,
             between AMCON Distributing Company, Merchants Wholesale Inc.
             and Robert and Marcia Lansing (incorporated by reference to
             Exhibit 2.2 of AMCON's Current Report on Form 8-K filed on June
             18, 2001)

       2.6   Real Estate Purchase Agreement, dated February 8, 2001, between
             AMCON Distributing Company and Robert and Marcia Lansing
             (incorporated by reference to Exhibit 2.3 of AMCON's Current
             Report on Form 8-K filed on June 18, 2001)

       2.7   Addendum to Real Estate Purchase Agreement, dated May 30, 2001,
             between AMCON Distributing Company and Robert and Marcia
             Lansing (incorporated by reference to Exhibit 2.4 of AMCON's
             Current Report on Form 8-K filed on June 18, 2001)

       2.8   Stock Purchase Agreement dated August 30, 1999, by and among Food
             For Health Company, Inc., Health Food Associates, Inc. and its
             shareholders (incorporated by reference to Exhibit 2.1 of AMCON's
             Current Report of Form 8-K filed on September 30, 1999)

       2.9   Stock Purchase Agreement dated February 24, 1999, between Food
             For Health Company, Inc., Chamberlin Natural Foods, Inc. and its
             shareholders (incorporated by reference to Exhibit 2.2 of AMCON's
             Quarterly Report on Form 10-Q filed on May 10, 1999)

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

       3.2   Bylaws of the Company (incorporated by reference to Exhibit 3.2
             of AMCON'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 AMCON's Registration Statement on Form S-1
             (Registration No. 33-82848) filed on August 15, 1994)

       10.1  Grant of Exclusive Manufacturing Rights, dated October 1, 1993,
             between the Company and Famous Value Brands, a division of
             Philip Morris Incorporated, including Private Label
             Manufacturing Agreement and Amended and Restated Trademark
             License Agreement (incorporated by reference to Exhibit 10.1 of
             Amendment No. 1 to AMCON's Registration Statement on Form S-1
             (Registration No. 33-82848) filed on November 8, 1994)

       10.2  Amendment No. 1 to Grant of Exclusive Manufacturing Rights,
             dated October 1, 1998, between the Company and Famous Value
             Brands, a division of Philip Morris Incorporated, including
             Amendment No. 1 To Private Label Manufacturing Agreement and
             Amendment No. 1 to Amended and Restated Trademark License
             Agreement (incorporated by reference to Exhibit 10.2 of AMCON's
             Annual Report on Form 10-K filed on December 24, 1998)

       10.3  Loan and Security Agreement, dated June 1, 2001, between the
             Company and LaSalle National Bank (incorporated by reference
             to Exhibit 10.3 on Form 10-Q filed on August 13, 2001)

                                      15



       10.4  ISDA Master Agreement, dated as of December 22, 2000 between
             LaSalle Bank National Association and Merchants Wholesale Inc.,
             as assumed by the Company on June 1, 2001 (incorporated by
             reference to Exhibit 10.4 on Form 10-Q/A filed on October 4,
             2001)

       10.5  Secured Promissory Note, dated as of May 30, 2001 between the
             Company and Gold Bank (incorporate by reference to Exhibit 10.5
             on Form 10-Q/A filed on October 4, 2001)

       10.6  8% Convertible Subordinated Note, dated September 15, 1999 by
             and between Food For Health Company Inc. and Eric Hinkefent,
             Mary Ann O'Dell, Sally Sobol, and Amy Laminsky (incorporated by
             reference to Exhibit 10.1 of AMCON's Current Report on Form 8-K
             filed on September 30, 1999)

       10.7  Secured Promissory Note, dated September 15, 1999, by and
             between Food For Health Company, Inc. and James C. Hinkefent
             and Marilyn M. Hinkefent, as trustees of the James C. Hinkefent
             Trust dated July 11, 1994, as amended, Eric Hinkefent, Mary Ann
             O'Dell, Sally Sobol, and Amy Laminsky (incorporated by
             reference to Exhibit 10.2 of AMCON's Current Report on Form 8-K
             filed on September 30, 1999)

       10.8  Pledge Agreement, dated September 15, 1999, by and between Food
             For Health Company, Inc. and James C. Hinkefent and Marilyn M.
             Hinkefent, as trustees of the James C. Hinkefent Trust dated
             July 11, 1994, as amended, Eric Hinkefent, Mary Ann O'Dell,
             Sally Sobol, and Amy Laminsky (incorporated by reference to
             Exhibit 10.3 of AMCON's Current Report on Form 8-K filed on
             September 30, 1999)

       10.9  First Amended and Restated AMCON Distributing Company 1994
             Stock Option Plan (incorporated by reference to Exhibit 10.17
             of AMCON's Current Report on Form 10-Q filed on August 4, 2000)

       10.10 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)

       10.11 Employment Agreement, dated May 22, 1998, between the Company
             and William F. Wright (incorporated by reference to Exhibit
             10.14 of AMCON's Quarterly Report on Form 10-Q filed on
             August 6, 1998)

       10.12 Employment Agreement, dated May 22, 1998, between the Company
             and Kathleen M. Evans (incorporated by reference to Exhibit
             10.15 of AMCON's Quarterly Report on Form 10-Q filed on
             August 6, 1998)

       11.1  Statement re: computation of per share earnings (incorporated by
             reference to footnote 3 to the financial statements which are
             incorporated herein by reference to Item 8 of Part II herein)

       13.1  Annual Report to Shareholders for the Fiscal Year Ended September
             28, 2001

                                      16



       21.1  Subsidiaries of the Company

       23.1  Consent of Deloitte & Touche LLP

       23.2  Consent of PricewaterhouseCoopers LLP

       99.j  Independent Auditors' Report of PricewaterhouseCoopers LLP


(b)  REPORTS ON FORM 8-K

       The Company filed a Current Report on Form 8-K/A under Items 2 and 7 on
August 13, 2001 in order to file certain financial information relating to the
acquisition of substantially all of the distribution business and net assets
of Merchants Wholesale, Inc.

       The Company filed a Current Report on Form 8-K under Item 4 on
September 11, 2001 announcing the appointment of Deloitte & Touche LLP as
independent auditor.




                                      17


                                  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
28th day of December, 2001


                                               AMCON DISTRIBUTING COMPANY

                                           By: /s/ William F. Wright
                                               ----------------------
                                               William F. Wright, Chairman






                                      18






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 28th day of December, 2001

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

/s/ William F. Wright                    Chairman of the Board (Principal
------------------------                   Executive Officer) and Director
William F. Wright


/s/ Kathleen M. Evans                    President and Director
------------------------
Kathleen M. Evans


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


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


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


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


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


/s/ William R. Hoppner                   Director
------------------------
William R. Hoppner



                                      19




INDEPENDENT AUDITORS' REPORT

To the Shareholders and Board of Directors of AMCON Distributing Company:

We have audited the consolidated financial statements of AMCON Distributing
Company and its subsidiaries (the "Company") as of September 28, 2001, and for
the year then ended and have issued our report thereon dated December 26,
2001; such financial statements and report are included in your 2001 Annual
Report to Shareholders and are incorporated herein by reference.  Our audit
also included the financial statement schedule of the Company, listed in Item
14.  This financial statement schedule is the responsibility of the Company's
management.  Our responsibility is to express an opinion based on our audit.
In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.



DELOITTE & TOUCHE LLP
Omaha, Nebraska
December 26, 2001



                                      S-1



INDEPENDENT AUDITORS' REPORT


To the Shareholders and Board of Directors of AMCON Distributing Company:

Our report on the consolidated financial statements of AMCON Distributing
Company is included in this Form 10-K.  In connection with our audit of such
financial statements, we have also audited the related financial statement
schedule listed in Item 14 for the years ended September 29, 2000, and
September 24, 1999.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.



PRICEWATERHOUSECOOPERS LLP
Omaha, Nebraska
November 22, 2000


                                      S-2




                              AMCON Distributing Company
                             Financial Statement Schedule



SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
-----------------------------------------------
<Table>
<Caption>
                                                                 Net
                                                               Amounts
                           Balance at          Provision    (Written Off)         Balance at
   Description         Beginning of Period     (Benefit)      Recovered          End of Period
------------------    ---------------------    ---------    -------------    -----------------------
<S>                      <C>         <C>          <C>           <C>              <C>          <C>
Allowance for
 doubtful accounts    Oct 1, 1998   249,315      156,770       (90,624)      Sep 30, 1999   315,461
                      Oct 1, 1999   315,461      164,000      (150,392)      Sep 30, 2000   329,069
                      Oct 1, 2000   329,069      427,852      (140,742)      Sep 30, 2001   616,179

Allowance for
 inventory
 obsolescence         Oct 1, 1998   253,864            -      (253,864)      Sep 30, 1999         -
                      Oct 1, 1999         -            -             -       Sep 30, 2000         -
                      Oct 1, 2000         -       222,883            -       Sep 30, 2001   222,883



</Table>


                                      S-3