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<SEC-DOCUMENT>/in/edgar/work/20000804/0000928465-00-000027/0000928465-00-000027.txt : 20000921
<SEC-HEADER>0000928465-00-000027.hdr.sgml : 20000921
ACCESSION NUMBER:		0000928465-00-000027
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000804

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMCON DISTRIBUTING CO
		CENTRAL INDEX KEY:			0000928465
		STANDARD INDUSTRIAL CLASSIFICATION:	 [5141
]		IRS NUMBER:				470702918
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	001-15589
			FILM NUMBER:		686015
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		10228 L ST
				STREET 2:		POST OFFICE BOX 241230
				CITY:			OMAHA
				STATE:			NE
				ZIP:			68127
				BUSINESS PHONE:		4023313727
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		10228 L STREET
					STREET 2:		POST OFFICE 241230
					CITY:			OMAHA
					STATE:			NE
					ZIP:			68127
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMCON DISTRIBUTING COMPANY  FORM 10-Q, 06/30/2000
<TEXT>



                     SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-Q

/X/  Quarterly report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the quarterly period ended June 30, 2000

                                      OR

/ /  Transition report pursuant to section 13 or 15(d) of the
     Securities Exchange Act of 1934

     For the transition period from          to

                        ------------------------------
                        COMMISSION FILE NUMBER 0-24708
                        ------------------------------

                          AMCON DISTRIBUTING COMPANY
           (Exact name of registrant as specified in its charter)

                                   DELAWARE
                  (State or other jurisdiction of Incorporation)

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

                                  47-0702918
                    (I.R.S. Employer Identification No.)

                               (402) 331-3727
             (Registrant's telephone number, including area code)


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

The Registrant had 2,737,331 shares of its $.01 par value common stock
outstanding as of July 31, 2000.



                                                                    Form 10-Q
                                                                   3rd Quarter


                                INDEX
                               -------

                                                                        PAGE
                                                                        ----
PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements:
          ---------------------
          Balance sheets at June 30, 2000
          and at September 30, 1999                                       3

          Statements of income for the three and nine-month
          periods ended June 30, 2000 and June 30, 1999                   4

          Statements of cash flows for the nine-month periods
          ended June 30, 2000 and June 30, 1999                           5

          Notes to unaudited financial statements                         6

Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations                  10

Item 3.   Quantitative and Qualitative Disclosures About Market Risk     15


PART II - OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K                               16




PART I -  FINANCIAL INFORMATION

Item 1.   Financial Statements

<TABLE>
<CAPTION>
                              AMCON Distributing Company
                              Consolidated Balance Sheets
                        June 30, 2000 and September 30, 1999
- ---------------------------------------------------------------------------------------
                                                        (Unaudited)
                                                          June 30,        September 30,
                                                            2000              1999
                                                        ------------      -------------
<S>                                                         <C>               <C>
                  ASSETS
Current assets:
  Cash                                                  $    805,047     $    1,728,042
  Accounts receivable, less allowance for
   doubtful accounts of $774,458 and $676,801             18,814,136         18,345,816
  Inventories                                             26,277,365         23,979,639
  Deferred income taxes                                      852,210            717,022
  Other                                                      550,984          1,000,189
                                                        ------------       ------------
          Total current assets                            47,299,742         45,770,708

Fixed assets, net                                          6,155,449          7,502,927
Investments                                                  490,000            550,691
Other assets                                              14,881,630         14,764,890
                                                        ------------       ------------
                                                        $ 68,826,821       $ 68,589,216
                                                        ============       ============

       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                      $ 12,842,988       $ 11,953,546
  Accrued expenses                                         3,315,867          3,173,231
  Accrued wages, salaries and bonuses                      1,009,294            640,933
  Income taxes payable                                       578,653            283,111
  Dividends payable                                           82,120             51,297
  Current portion of long-term debt                        8,776,158         10,133,393
  Current portion of subordinated debt                       800,000            800,000
                                                        ------------       ------------
          Total current liabilities                       27,405,080         27,035,511
                                                        ------------       ------------

Deferred income taxes                                        768,639            678,455
Other liabilities                                            504,677            423,574
Long-term debt, less current portion                      14,322,127         17,995,432
Subordinated debt, less current portion                    9,200,000          9,200,000

Shareholders' equity (as restated):
  Preferred stock, $.01 par value, 1,000,000
    shares authorized, none outstanding                            -                  -
  Common stock, $.01 par value, 15,000,000
    shares authorized, 2,737,337 and 2,727,656
    issued, respectively                                      27,373             27,276
  Additional paid-in capital                               4,121,667          4,101,629
  Unrealized gain on investments
    available-for-sale, net of $136,069
    and $149,664 tax                                         224,366            234,299
  Retained earnings                                       12,252,931          8,893,400
                                                        ------------       ------------
                                                          16,626,337         13,256,604
  Less treasury stock, 6 and 102 shares at cost                 ( 39)              (360)
                                                        ------------       ------------
          Total shareholders' equity                      16,626,298         13,256,244
                                                        ------------       ------------
                                                        $ 68,826,821       $ 68,589,216
                                                        ============       ============

       The accompanying notes are an integral part of these financial statements

</TABLE>

<TABLE>
<CAPTION>


                               AMCON Distributing Company
                            Consolidated Statements of Income
             for the three and nine-months ended June 30, 2000 and 1999
                                       (Unaudited)
- ------------------------------------------------------------------------------------
                                       For the three months            For the nine months
                                          ended June 30,                  ended June 30
                                     --------------------------    ---------------------------
                                         2000           1999           2000            1999
                                     ------------   -----------    -------------   -----------
<S>                                      <C>            <C>            <C>             <C>
Sales (including excise taxes
 of $18.8 million and $14.7 million,
 and $52.1 million and $41.7
 million, respectively)              $115,884,327  $103,650,576     $339,664,202   $275,998,896
Cost of sales                         102,876,013    92,985,488      297,982,288    245,334,725
                                     ------------   -----------     ------------   ------------
     Gross profit                      13,008,314    10,665,088       41,681,914     30,664,171

Selling, general and
 administrative  expenses              11,295,876     8,449,417       33,694,970     23,347,446
Depreciation and amortization             733,598       452,401        2,042,777      1,053,122
                                     ------------   -----------     ------------   ------------
                                       12,029,474     8,901,818       35,737,747     24,400,568
                                     ------------   -----------     ------------   ------------

   Income from operations                 978,840     1,763,270        5,944,167      6,263,603

Other expense (income):
  Interest expense                        679,939       409,504        2,243,610      1,234,745
  Other expense (income), net          (1,876,193)       (6,404)      (1,992,546)      (151,666)
                                     ------------   -----------     ------------   ------------
                                       (1,196,254)      403,100          251,064      1,083,079
                                     ------------   -----------     ------------   ------------

Income before income taxes              2,175,094     1,360,170        5,693,103      5,180,524

Income tax expense                        794,503       510,127        2,094,515      2,025,633
                                     ------------   -----------     ------------   ------------

Net income                           $  1,380,591   $   850,043     $  3,598,588   $  3,154,891
                                     ============   ===========     ============   ============

Earnings share
  Basic                              $       0.50   $      0.31     $       1.32   $       1.16
                                     ============   ===========     ============   ============
  Diluted                            $       0.49   $      0.30     $       1.26   $       1.12
                                     ============   ===========     ============   ============

Weighted average shares
 outstanding:
  Basic                                 2,737,333     2,727,662        2,733,954      2,727,662
                                     ============   ===========     ============   ============
  Diluted                               2,845,101     2,837,968        2,858,725      2,829,081
                                     ============   ===========     ============   ============



 The accompanying notes are an integral part of these financial statements.


</TABLE>




<TABLE>
<CAPTION>

                           AMCON Distributing Company
                      Consolidated Statements of Cash Flows
                for the nine months ended June 30, 2000 and 1999
                                   (Unaudited)
- ------------------------------------------------------------------------------------
                                                              2000          1999
                                                          -----------    -----------
<S>                                                           <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                              $ 3,598,588    $ 3,154,891
  Adjustments to reconcile net income to
   net cash provided by operating activities:
    Depreciation and amortization                           2,042,777      1,082,970
    Gain on sales of fixed assets and securities           (1,263,417)       (40,772)
    Provision for losses on doubtful accounts                  62,659        197,554
    Changes in assets and liabilities, net of
     effects from acquisitions:
      Accounts receivable                                    (599,867)    (2,371,556)
      Inventories                                          (2,297,726)      (818,906)
      Other current assets                                    (95,830)       (23,510)
      Other assets                                           (196,791)        13,705
      Accounts payable                                      1,227,324      2,532,527
      Accrued expenses and accrued wages,
        salaries, and bonuses                                  41,928        159,999
      Income taxes payable and deferred taxes                 266,491       (165,303)
                                                          -----------    -----------

  Net cash provided by operating activities                 2,786,136      3,721,599
                                                          -----------    -----------


CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of fixed assets                                  (754,695)      (491,837)
  Acquisitions, net of cash acquired                                -     (3,411,450)
  Proceeds from sales of fixed assets                       1,945,413         46,830
  Proceeds from sale of available for sale securities          92,260              -
                                                          -----------    -----------

  Net cash provided by (used in) investing activities       1,282,978     (3,856,457)
                                                          -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from long-term debt                                      -      1,080,000
  Net (payments) proceeds on bank credit agreement         (4,015,709)     2,997,695
  Payments on long-term debt                                 (788,620)    (3,533,799)
  Dividends paid                                             (208,042)       (99,200)
  Proceeds from exercise of stock options                      19,941              -
  Purchase of treasury stock                                      321           -
                                                          -----------    -----------

  Net cash provided by (used in) financing activities      (4,992,109)       444,696
                                                          -----------    -----------


Net increase (decrease)in cash                               (922,995)       309,838

Cash, beginning of period                                   1,728,042         38,369
                                                          -----------    -----------

Cash, end of period                                       $   805,047    $   348,207
                                                          ===========    ===========


    The accompanying notes are an integral part of these financial statements.

</TABLE>


                          AMCON Distributing Company
                    Notes to Consolidated Financial Statements
                           June 30, 2000 and 1999
- ------------------------------------------------------------------------------
1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

The accompanying unaudited financial statements of AMCON Distributing Company
and subsidiaries ("AMCON" or the "Company") have been prepared on the same
basis as the audited financial statements for the year ended September 30,
1999, and, in the opinion of management, contain all adjustments necessary to
fairly present the financial information included therein, such adjustments
consisting of normal recurring items.  It is suggested that these financial
statements be read in conjunction with the audited financial statements and
notes thereto for the fiscal year ended September 30, 1999, which are included
in the Company's Annual Report to Stockholders filed with Form 10-K.  Results
for the interim period are not necessarily indicative of results to be
expected for the entire year.

AMCON's fiscal third quarters ended on June 23, 2000 and June 25, 1999,
respectively.  For convenience, the fiscal quarters have been indicated as
June 30 and each of AMCON's fiscal first, second and third quarters were
comprised of 13 weeks.

2.  INVENTORIES:

Inventories consist of finished products purchased in bulk quantities by the
wholesale distribution business to be redistributed to the Company's retail
customers and finished products purchased by the retail health food stores to
be sold to consumers.  Effective in fiscal 1999, the Company changed the
method of accounting for inventory from the first-in, first-out ("FIFO")
method to the last-in, first-out ("LIFO") method.  LIFO inventories at June
30, 2000 were approximately $2.2 million less than the amount of such
inventories valued on a FIFO basis.


3.  STOCK DIVIDEND:

In December 1999, the Board of Directors of the Company declared a special 10%
stock dividend paid on February 8, 2000 to shareholders of record on January
25, 2000.  The effect of the special 10% stock dividend has been reflected
retroactively in the earnings per share calculation for the quarter ended June
30, 1999 and the capital accounts at September 30, 1999.


4.  EARNINGS PER SHARE:

Basic earnings per share is calculated by dividing net income by the weighted
average common shares outstanding for each period.  Diluted earnings per share
is calculated by dividing net income by the sum of the weighted average common
shares outstanding and the weighted average dilutive options, using the
treasury stock method.

<TABLE>
<CAPTION>
                                        For the three-month period ended June 30,
                                    ------------------------------------------------
                                                   2000                        1999
                                        -------------------------    -------------------------
                                           Basic        Diluted         Basic        Diluted
                                        -----------   -----------    -----------   -----------
<S>                                         <C>           <C>            <C>           <C>
1.  Weighted average common
     shares outstanding                   2,737,337     2,737,337      2,727,759     2,727,759

2.  Weighted average treasury
     shares outstanding                          (4)           (4)           (97)          (97)

3.  Weighted average of net
     additional shares outstanding
     assuming dilutive options and
     warrants exercised and proceeds
     used to purchase treasury stock              -       107,768              -       110,306
                                        -----------   -----------    -----------   -----------

4.  Weighted average number of
     shares outstanding                   2,737,333     2,845,101      2,727,662     2,837,968
                                        ===========   ===========    ===========   ===========

5.  Net income                          $ 1,380,591   $ 1,380,591    $   850,043    $  850,043
                                        ===========   ===========    ===========   ===========

6.  Earnings per share                  $      0.50   $      0.49    $      0.31    $     0.30
                                        ===========   ===========    ===========   ===========
</TABLE>


<TABLE>
<CAPTION>
                                        For the nine-month period ended June 30,
                                    ------------------------------------------------
                                                   2000                        1999
                                        -------------------------    -------------------------
                                           Basic         Diluted        Basic        Diluted
                                        -----------   -----------    -----------   -----------
<S>                                         <C>            <C>           <C>           <C>
1.  Weighted average common
     shares outstanding                   2,733,955     2,733,955      2,727,759     2,727,759

2.  Weighted average treasury
     shares outstanding                          (1)           (1)           (97)          (97)

3.  Weighted average of net
     additional shares outstanding
     assuming dilutive options and
     warrants exercised and proceeds
     used to purchase treasury stock              -       124,771              -       101,419
                                        -----------   -----------    -----------   -----------

4.  Weighted average number of
     shares outstanding                   2,733,954     2,858,725      2,727,662     2,829,081
                                        ===========   ===========    ===========   ===========

5.  Net income                          $ 3,598,588   $ 3,598,588    $ 3,154,890   $ 3,154,890
                                        ===========   ===========    ===========   ===========

6.  Earnings per share                  $      1.32   $      1.26    $      1.16   $      1.12
                                        ===========   ===========    ===========   ===========
</TABLE>

In December 1999 the Board of Directors increased the quarterly cash dividend
from $0.02 to $0.03 per share and declared a special 10% stock dividend.


5.  COMPREHENSIVE INCOME:

The following is a reconciliation of net income per the accompanying
consolidated statements of income to comprehensive income for the periods
indicated:

<TABLE>
<CAPTION>
                                      For the three months          For the nine months
                                         ended June 30                 ended June 30
                                    -------------------------    -------------------------
                                        2000          1999          2000           1999
                                    -----------   -----------    -----------   -----------
<S>                                     <C>           <C>            <C>           <C>
Net income                          $ 1,380,591   $   850,043    $ 3,598,588   $ 3,154,891
Other comprehensive income:
 Unrealized holding gain (losses)
  from investments arising during
  the period, net of income taxes
  of $17,956, $24,277, $19,783
  and $44,509, respectively              29,926        37,973         32,971        69,616
 Less reclassification adjustments
  for gains included in net income      (25,533)            -        (42,904)            -
                                    -----------   -----------    -----------   -----------
Comprehensive income                $ 1,384,984   $   888,016    $ 3,588,655   $ 3,224,507
                                    ===========   ===========    ===========   ===========

</TABLE>

6.  BUSINESS SEGMENTS:

AMCON operates within two business segments:the wholesale distribution of
consumer products by AMCON Distributing Company and Food For Health Co., Inc.
and the retail sale of health and natural food products by Chamberlin's
Natural Food Products, Inc. (d/b/a Chamberlin's Market and Cafe) and Health
Food Associates, Inc. (d/b/a Akin's Natural Foods Market).  The business units
within each segment are evaluated on revenues, operating income and income
before taxes and extraordinary items.

<TABLE>
<CAPTION>
                                    Wholesale
                                   Distribution       Retail      Consolidated
                                   -------------   ------------   -------------
<S>                                    <C>             <C>             <C>
Quarter ended June 30, 2000:
External revenues                  $ 107,508,493   $  8,375,834   $ 115,884,327
Intersegment sales                     2,168,946              -       2,168,946
Income (loss) before taxes             2,399,651       (224,557)      2,175,094
Total assets                          48,861,047     19,965,774      68,826,821

Quarter ended June 30, 1999:
External revenues                  $ 100,483,841   $  3,166,735   $ 103,650,576
Intersegment sales                             -              -               -
Income before taxes                    1,327,375         32,795       1,360,170
Total assets                          44,751,185      5,659,995      50,411,180

Nine months ended June 30, 2000:
External revenues                  $ 314,473,929   $ 25,190,273   $ 339,664,202
Intersegment sales                     5,735,791              -       5,735,791
Income before taxes                    5,204,438        488,665       5,693,103
Total assets                          48,861,047     19,965,774      68,826,821

Nine months ended June 30, 1999:
External revenues                  $ 272,832,161   $  3,166,735   $ 275,998,896
Intersegment sales                             -              -               -
Income before taxes                    5,147,729         32,795       5,180,524
Total assets                          44,751,185      5,659,995      50,411,180
</TABLE>


Intersegment sales are at cost plus a nominal markup and are eliminated in the
consolidated statements of income.  The retail segment was acquired in the
third and fourth quarters of fiscal 1999; therefore no segment information is
presented for the retail segment in first six months of fiscal 1999.


Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

RESULTS OF OPERATIONS

Comparison of the three-month and nine-month periods ended June 30, 2000 and
June 30, 1999

Sales for the three months ended June 30, 2000 increased 11.8% to$115.9
million, compared to $103.7 million for the third quarter in prior fiscal
year.  Sales increase by business segment is as follows:

    Wholesale distribution         $  7.0 million
    Retail health food stores         5.2 million
                                   ------
                                   $ 12.2 million
                                   ======

Sales from the traditional distribution business increased by $8.0 million
during the third quarter over the third quarter in the prior year as follows:
Cigarette sales increased approximately $6.5 million over the third quarter in
the prior year (approximately $3.0 million was due to price increases and
approximately $3.5 million was due to increased volume).  Sales of tobacco,
confectionery and other products increased by $1.5 million primarily due to
increased volume.  Sales from the natural foods distribution business, Food
For Health, Co. Inc. ("FFH"), decreased by $1.0 million primarily due to the
loss of several significant customers who either were acquired or implemented
an internal distribution system.  The increase in sales from the retail health
food stores, Chamberlin's Market & Cafe and Akin's Natural Foods Market, is
related primarily to Akin's Natural Foods Market, which was acquired in the
fourth quarter of fiscal 1999 and whose sales represent new sales for the
quarter.

Sales for the nine months ended June 30, 2000 increased 23.1% to $339.7
million, compared to $276.0 million for the same period in prior fiscal year.
Sales increase by business segment is as follows:

    Wholesale distribution         $ 41.7 million
    Retail health food stores        22.0 million
                                   ------
                                   $ 63.7 million
                                   ======

Sales from the traditional distribution business increased by $40.1 million
for the nine months ended June 30, 2000 as compared to the same period in the
prior year as follows:  Cigarette sales increased approximately $33.5 million
over the prior year (approximately $24.6 million was due to price increases
and the balance was due to increased volume).  Sales of non-cigarette products
increased by $6.6 million primarily due to increased volume.  Sales from the
health and natural foods distribution business increased by $1.6 million.
This increase was primarily due to the acquisition of a Florida natural foods
distributor in the middle of the first quarter of fiscal 1999.  The increase
in sales of $22.0 million from the retail health food stores, Chamberlin's
Market & Cafe and Akin's Natural Foods Market, is primarily due to new sales
generated since the retail segment was purchased in the third and fourth
quarters of fiscal 1999.




Gross profit increased 22.0% to $13.0 million for the three months ended June
30, 2000 from $10.7 million over the same period during the prior year.  Gross
profit as a percent of sales increased to 11.2% for the quarter ended June 30,
2000 compared to 10.3% for the quarter ended June 30, 1999.  Gross profit by
business segment for the third quarter is as follows (dollars in millions):

                                               Quarter ended
                                                  June 30,
                                              ----------------     Incr/
                                               2000      1999     (Decr)
                                              ------    ------    ------
    Wholesale distribution                    $  9.7    $  9.4    $   .3
    Retail health food stores                    3.3       1.3       2.0
                                              ------    ------    ------
                                              $ 13.0    $ 10.7    $  2.3
                                              ======    ======    ======

The increases in gross profit and gross profit percentage were primarily the
result of $3.3 million in gross profit generated by the retail health food
stores, which were acquired in the third and fourth quarters of fiscal 1999.
Profit margins generated by the retail food stores are typically 40-45%
compared to profit margins of 9-11% generated by the distribution segment.

Gross profit increased 35.9% to $41.7 million for the nine months ended June
30, 2000 from $30.7 million over the same period during the prior year.  Gross
profit as a percent of sales increased to 12.3% for the period compared to
11.1 % for the nine months ended June 30, 1999.  Gross profit by business
segment for the nine months ended June 30, 2000 is as follows (dollars in
millions):

                                              Nine months ended
                                                  June 30,
                                              -----------------     Incr/
                                               2000       1999     (Decr)
                                              ------     ------    ------
    Wholesale distribution (recurring)        $ 30.3     $ 25.7    $  4.6
    Wholesale distribution (nonrecurring)        0.7        3.7      (3.0)
    Retail health food stores                   10.7        1.3       9.4
                                              ------     ------    ------
                                              $ 41.7     $ 30.7    $ 11.0
                                              ======     ======    ======

The increases in gross profit and gross profit percentage were primarily
attributable to $10.7 million in gross profit generated by the retail health
food stores, which were acquired in the third and fourth quarters of fiscal
1999.  Profit margins generated by the retail food stores are typically 40-45%
compared to profit margins of 9-11% generated by the distribution segment.
Gross profit generated by the recurring traditional and natural foods
distribution businesses increased by $4.6 million due to additional sales
generated by the segment.  However, for the first nine months of fiscal 2000,
the traditional distribution business experienced a decrease of $3.0 million
in gross profit, as compared to the same period of the prior year, due to the
absence of cigarette price increases of the magnitude of which occurred in the
prior year.  A significant cigarette price increase was implemented by
cigarette manufacturers in the first quarter of fiscal 1999 as the result of a
settlement that was reached between the major tobacco manufacturers and the
various states that had filed liability suits against the industry.  Price
increases of the magnitude experienced in November 1998 are rare and the
profits generated by this event are not expected to recur on a regular basis.
Although manufacturers increased the price of cigarettes again in the second
quarter and early fourth quarter of fiscal 2000, management considers gross
profits derived from such increases as nonrecurring since they occur on an
irregular and unpredictable basis.

Sales of the Company's private label cigarettes declined steadily from 1993
through 1999 primarily due to the price differential between premium and major
generic brands.  The rate of decline in private label cigarette sales has
slowed in fiscal 2000 and gross profit derived from such sales increased
slightly in both the three and nine-months ended June 30, 2000 as compared to
the prior year.  Management expects the gross profit derived from the sale of
its private label cigarettes to remain at current levels for the remainder of
fiscal 2000.

Total operating expense, which includes selling, general and administrative
expenses and depreciation and amortization, increased 35.1% or $3.1 million to
$12.0 million for the third quarter ended June 30, 2000 compared to the same
period in the prior fiscal year.  The increase was primarily due to expenses
associated with the retail health food stores which accounted for $2.0 million
of the increase in operating expenses.  The retail health food stores were
acquired in the third and fourth quarters of fiscal 1999 and incurred $1.1
million in operating costs in the third quarter of the prior year.  Operating
expenses incurred by the distribution segment increased by $1.1 primarily due
to increased labor costs in the distribution centers resulting from tight
labor markets, an increase in fuel and other delivery expenses and additional
administrative costs associated with development of new retail business
opportunities.  As a percentage of sales, total operating expense increased to
10.4% from 8.6% during the same period in the prior year.  This increase is
primarily due to operating costs incurred by the retail health food business
during the period.  Operating expenses incurred by this business segment were
approximately 38.0% of sales compared to 8.2% incurred by the wholesale
distribution business.

For the nine-month period ended June 30, 2000, total operating expense
increased 46.5% or $11.3 million to $35.7 million compared to the same period
in fiscal 1999. The increase was primarily due to expenses associated with the
retail health food stores which accounted for $8.0 million of the increase in
operating expenses.  The retail health food stores were acquired in the third
and fourth quarters of fiscal 1999; therefore, there were no operating
expenses associated with this business segment in the first six months of the
prior fiscal year.  Operating expenses incurred by the distribution segment
increased by $3.3 primarily due to increased labor costs in the distribution
centers resulting from tight labor markets, an increase in fuel and other
delivery expenses, and additional administrative costs associated with
development of new retail business opportunities.  As a percentage of sales,
total operating expense increased to 10.5% from 8.8% during the same period in
the prior year.  This increase is primarily due to operating costs incurred by
the retail health food business during the period.  Operating expenses
incurred by this business segment were approximately 36.1% of sales compared
to 8.5% incurred by the wholesale distribution business.

As a result of the above, income from operations for the third quarter ended
June 30, 2000 decreased by $784,000 or 44.5% to $978,000.  Income from
operations for the nine-month period ended June 30, 2000 decreased $319,000 or
5.1% to $5,944,000.

Interest expense for the three months ended June 30, 2000 increased 66.0% to
$680,000 compared to $410,000 during the same period in the prior year.
Interest expense for the nine-month period ended June 30, 2000 increased 81.7%
to $2.2 million compared to $1.2 million during the prior year.  The increase
was primarily due to interest expense attributable to the debt incurred to
purchase the retail health food stores in fiscal 1999.  Interest expense
associated with this acquisition debt was approximately $395,000 and
$1,150,000 for the three and nine-months periods ended June 30, 2000,
respectively, compared to $94,000 in both periods of the prior year.  Interest
expense associated with the Company's operating lines of credit decreased
approximately $30,000 and $47,000, for the three and nine-month periods ended
June 30, 2000, as compared to the same periods in the prior year.  The
decrease was primarily attributable to reductions to the revolving credit
balances from the proceeds of the sale of the Company's interest in a
condominium.

Other income for the three and nine-month periods ended June 30, 2000 of $1.9
and $2.0 million, respectively, was generated primarily by $1.9 million in
gains associated with the sale of the Company's interest in a condominium and
resolution of an intellectual property matter involving a trademark.  Sale of
fixed assets and marketable securities, royalty payments and dividends
received on investment securities were also included in other income.  Other
income for the three months ended June 30, 1999 of $6,400 was generated from
royalty payments and gains on sales of fixed assets.  Other income for the
nine months ended June 30, 1999 of $152,000 was generated from similar
activities and dividends received on investment securities.

As a result of the above factors, net income during the three months ended
June 30, 2000 was $1,381,000 compared to $850,000 for the three months ended
June 30, 1999.  Net income during the nine months ended June 30, 2000 was
$3,599,000 compared to $3,155,000 for the first nine months of the prior year.

As described in Management's Discussion and Analysis in the Company's Annual
Report to Shareholders for the Fiscal Year Ended September 30, 1999, the
Company's distribution and retail businesses operate in very competitive
markets.  Pressure on profit margins continues to affect both large and small
distributors and expansion by large natural food retail chains intensifies
competition in the Company's natural food retail markets.  This business
climate subjects operating income to a number of factors which are beyond the
control of management, such as competing retail stores opening in close
proximity to the Company's retail stores, acquisition of the Company's retail
customers by other retail chains who are not customers and changes in
manufacturers' cigarette pricing which affects the market for generic and
private label cigarettes.

While the Company sells a diversified product line, it remains dependent upon
cigarette sales which represented approximately 63% of its revenue and 35% of
its gross margin in the first nine months of fiscal 2000.   The Company
continuously evaluates steps it may take to improve net income in future
periods, including further acquisitions of other distributing companies and
retail stores in similar business lines and further sales of assets that are
no longer essential to its primary business activities such as investments in
equity securities.

Investments in equity securities at June 30, 2000 and September 30, 1999,
respectively, consisted of 70,000 and 83,000 shares of Consolidated Water
Company Limited ("CWC"), a public company which is listed on NASDAQ,.   During
the third quarter ended June 30, 2000, the Company sold 7,000 shares of CWC
and realized a gain of $40,800.  The Company's basis in the remaining
securities is $127,000 and the fair market value of the securities was
$490,000 and $540,000 on June 30, 2000 and September 30, 1999, respectively.
The unrealized gain on CWC shares was approximately $363,000 and $389,000 on
June 30, 2000 and September 30, 1999, respectively.

LIQUIDITY AND CAPITAL RESOURCES

During the nine months ended June 30, 2000, the Company utilized cash flow in
operating activities to build inventory, pay bonuses and satisfy other accrued
expenses.  Cash was provided by operating activities through increases in
accounts payable to finance inventory.  During the nine-month period ended
June 30, 2000, cash was provided by investing activities primarily through the
sale of real estate and was utilized in investing activities primarily to fund
purchases of fixed assets.  Cash was utilized in financing activities to
reduce borrowings on the Company's revolving lines of credit and to satisfy
current long-term debt obligations.

The Company had working capital of approximately $19.9 million as of June 30,
2000 compared to $18.7 million as of September 30, 1999.  The Company's debt
to equity ratio was 3.14 to 1 at June 30, 2000 compared to 4.17 at September
30, 1999.  The decrease was due to a reduction in the amount borrowed under
the Company's revolving credit facilities.

The Company maintains two revolving credit facilities, the AMCON Distributing
Company revolving credit facility (the "Facility") and the FFH revolving
credit facility (the "FFH Facility").  The Facility was amended in September
1999 to increase the primary borrowing limit from $20 million to $25 million
and remove the additional $10 million facility which was collateralized by
specific inventory.  The Facility allows the Company to borrow up to $25
million at any time, subject to eligible accounts receivable and inventory
requirements, and provides for an additional $1.5 million facility to be used
for transportation equipment purchases.  The Facility bears interest at the
bank's base rate ("Prime") less 0.5% or LIBOR plus 1.75%, as selected by the
Company.  As of June 30, 2000, the Company had borrowed approximately $13.2
million under the Facility.  The Facility is collateralized by all equipment,
general intangibles, inventories and accounts receivable, and with a first
mortgage on the owned distribution center.  The Facility expires on February
25, 2002.

The FFH Facility was amended in November 1999 to increase the amount provided
for maximum borrowings from $6 million to $8 million.  Borrowings under the
FFH Facility are collateralized by the assets of FFH and are guaranteed by the
Company.  Amounts under the FFH Facility bear interest at Prime less 0.5% or
LIBOR plus 2.0%, as selected by FFH.  A commitment fee of .25% of the annual
average unutilized amount of the commitment is required.  As of June 30, 2000,
FFH had borrowed approximately $6.4 million under the FFH Facility.  The FFH
Facility expires on February 25, 2002.

The FFH Facility contains covenants which, among other things, set forth
certain financial ratios and net worth requirements which adjust semiannually
or annually as specified in the FFH Facility.  As of June 30, 2000, FFH was
not in compliance with several of its financial ratios due to the acquisition
of Health Food Associates, Inc. ("HFA") in September 1999.  The bank has
provided FFH with an amendment to the Facility that, when executed, would
bring FFH into compliance with the revised covenants.

The Company has an outstanding term loan from a bank which was used to finance
the purchase of the common stock of FFH (the "Acquisition Loan").  The
Acquisition Loan has a term of five years, bears interest at Prime less 0.5%
or LIBOR plus 1.75%, as selected by the Company and requires monthly payments
equal to accrued interest plus principal payments of $85,096, which began in
August 1998.  As of June 30, 2000, the outstanding balance of the Acquisition
Loan was $2.5 million.

FFH has an outstanding term loan from a bank which was used to finance the
purchase of a Florida natural foods distributor in November 1998 (the "Term
Loan").  The Term Loan bears interest at Prime less 0.5%, required payments of
interest only for the first six months and monthly principal payments for the
term of the loan.  The Term Loan is collateralized by the assets of FFH.  As
of June 30, 2000, the outstanding balance of the Term Loan was $846,000.

In September, 1999, FFH utilized borrowings under an 8% Convertible
Subordinated Note (the "Convertible Note") and under a Collateralized
Subordinated Promissory Note (the "Collateralized Note"), in addition to
borrowing under the Facility, to purchase all of the common stock of HFA.
Funding for the acquisition was provided as follows: $4.0 million through
borrowings under the Facility; $2.0 million through borrowings under the
Convertible Note; and $8.0 million through borrowings under the Collateralized
Note.

Both the Convertible Note and the Collateralized Note have five-year terms and
bear interest at 8% per annum.  Principal on the Convertible Note is due in a
single payment at maturity.  Principal on the Collateralized Note is payable
in installments of $800,000 per year with the balance due at maturity.  The
Collateralized Note is collateralized by a pledge of the stock of HFA.  The
principal balance of the Convertible Note may be converted into stock of FFH
under circumstances set forth in the Convertible Note.  As of June 30, 2000,
the outstanding balances of the Convertible Note and the Collateralized Note
were $2.0 million and $8.0 million, respectively.

The Company believes that funds generated from operations, supplemented as
necessary with funds available under the Facility and the FFH Facility, will
provide sufficient liquidity to cover its debt service and any reasonably
foreseeable future working capital and capital expenditure requirements.

CONCERNING FORWARD LOOKING STATEMENTS

This Quarterly Report, including the Management's Discussion and Analysis and
other sections, contains forward looking statements that are subject to risks
and uncertainties and which reflect management's current beliefs and estimates
of future economic circumstances, industry conditions, company performance and
financial results.  Forward looking statements include information concerning
the possible or assumed future results of operations of the Company and those
statements preceded by, followed by or include the words "future," "position,"
"anticipate(s)," "expect," "believe(s)," "see," "plan," "further improve,"
"outlook," "should" or similar expressions.  For these statements, we claim
the protection of the safe harbor for forward looking statements contained in
the Private Securities Litigation Reform Act of 1995.  You should understand
that the following important factors, in addition to those discussed elsewhere
in this document, could affect the future results of the Company and could
cause those results to differ materially from those expressed in our forward
looking statements: changing market conditions with regard to cigarettes and
the demand for the Company's products, domestic regulatory risks, competitive
and other risks over which the Company has little or no control.  Any changes
in such factors could result in significantly different results.
Consequently, future results may differ from management's expectations.
Moreover, past financial performance should not be considered a reliable
indicator of future performance.


Item 3.   Quantitative and Qualitative Disclosures About Market Risk.

The Company does not utilize financial instruments for trading purposes and
holds no derivative financial instruments which could expose the Company to
significant market risk.  The Company's exposure to market risk relates
primarily to its investment in the common stock of Consolidated Water Company
(formerly Cayman Water Company), a public company traded on the Nasdaq
National Market system, and to changes in interest rates to its long-term
obligations.  At June 30, 2000, the Company held 70,000 shares of common stock
of Consolidated Water Company valued at $490,000.  The Company values this
investment at market and records price fluctuations in equity as  unrealized
gain or loss on investments.  At June 30, 2000, the Company had $23.1 million
of variable rate debt outstanding, with maturities through May 2004.  The
interest rates on this debt ranged from 8.38% to 9.00% at June 30, 2000.  The
Company has the ability to select the base on which its variable interest
rates are calculated and may select an interest rate based on its lender's
prime interest rate or based on LIBOR.  This provides management with some
control of the Company's variable interest rate risk.  The Company estimates
that its annual cash flow exposure relating to interest rate risk based on its
current borrowings is approximately $144,000 for each 1% change in its
lender's prime interest rate or LIBOR, as applicable.

PART II - OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

(a) EXHIBITS

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

       2.2   Stock Purchase Agreement dated February 24, 1999, between Food
             For Health Company, Inc. ("FFH"), an Arizona corporation and a
             wholly-owned subsidiary of AMCON, Chamberlin Natural Foods,
             Inc.("Chamberlin"), a Florida corporation, Dale C. Bennett, Dale
             C. Bennett as Trustee of the Alice M. Bennett Irrevocable Trust
             Dated August 8, 1991, Dale C. Bennett as Trustee of the Dale C.
             Bennett Revocable Trust dated August 8, 1991, Kirk D. Bennett and
             Chad W. Bennett as Trustees of the Dale C. Bennett Irrevocable
             Trust No. 1, Chad W. Bennett and Kirk D. Bennett (incorporated by
             reference to Exhibit 2.2 of AMCON's Quarterly Report on Form 10-Q
             filed on May 10, 1999)

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

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


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

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

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

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

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

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

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

       10.11  First Amendment to Loan and Security Agreement, dated November
              18, 1998, between Food For Health Co., Inc. and LaSalle National
              Bank (incorporated by reference to Exhibit 10.11 of AMCON's
              Quarterly Report on Form 10-Q/A filed on August 5, 1999)

       10.12  First Amendment and Allonge to Promissory Note, dated November
              18, 1998, between Food For Health Co., Inc. and LaSalle National
              Bank (incorporated by reference to Exhibit 10.12 of AMCON's
              Quarterly Report on Form 10-Q/A filed on August 5, 1999)

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

       10.14  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)

       10.15  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)

       10.16  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)

       10.17  First Amended and Restated AMCON Distributing Company 1994 Stock
              Option Plan

       10.18  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)

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

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

       10.21  Employment Agreement, dated May 22, 1998, between the Food For
              Health Co., Inc. and Jerry Fleming (incorporated by reference to
              Exhibit 10.16 of the Company's Quarterly Report on Form 10-Q
              filed on August 6, 1998)

       11.1  Statement re: computation of per share earnings (incorporated by
             reference to footnote 4 to the financial statements included in
             Item 1 of Part I herein)

       27.0  Financial Data Schedules

(b)    REPORTS ON FORM 8-K

       No reports on Form 8-K were filed by the Company during the
       quarter ended June 30, 2000.




                              SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.

                       AMCON DISTRIBUTING COMPANY
                             (registrant)


Date:     August 4, 2000          Kathleen M. Evans
          -----------------       -------------------------
                                  Kathleen M. Evans
                                  President & Principal
                                    Executive Officer


Date:     August 4, 2000          Michael D. James
          -----------------       -------------------------
                                  Michael D. James
                                  Treasurer & CFO and
                                    Principal Financial and
                                    Accounting Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>FIRST AMENDED AND RESTATED STOCK OPTION PLAN
<TEXT>


                         AMCON DISTRIBUTING COMPANY
                           FIRST AMENDED AND RESTATED
                             1994 STOCK OPTION PLAN

                                   ARTICLE I

                              PURPOSE; DEFINITIONS

   Section 1.1.  STATEMENT OF POLICY.  The Board of Directors of AMCON
DISTRIBUTING COMPANY, a Delaware corporation (the "Company"), believes that it
is in the best interest of the Company and its shareholders to retain the
services of the directors, officers and key employees of the Company, to
attract and induce new executives and other key employees to become associated
with the Company and to establish a close identity between the interests of
the Company and its shareholders with those of the directors, officers and key
employees of the Company and, accordingly, has caused the Company to adopt
this First Amended and Restated 1994 Stock Option Plan (the "Plan") which
provides for both Incentive Stock Options (as defined in Section 1.2 of the
Plan) and Nonqualified Stock Options (as defined in Section 1.2 of the Plan)
and which amends and restates in its entirety the 1994 Stock Option Plan which
become effective on June 2, 1994.

   Section 1.2.  Definitions.  When used in this Plan, unless the context
otherwise requires:

"AFFILIATE" shall mean any entity, other than its Subsidiaries, in which the
Company has a direct or indirect equity interest, as determined by the Board
of Directors.

"AWARD" shall mean the award of Incentive Stock Options or Nonqualified Stock
Options under the Plan.

"BOARD OF DIRECTORS" shall mean the Board of Directors of the Company as
constituted from time to time.

"CODE" shall mean the United States Internal Revenue Code of 1986, as amended
from time to time, or any statutes succeeding thereto.

"COMMITTEE" shall mean the Compensation Committee designated by the Board of
Directors to administer the Plan under Section 3.1 hereof; provided, however,
that all members of the Committee must qualify as "outside directors" within
the meaning of Treasury Regulation 1.162-27(e)(3).

"COMMON STOCK" and "STOCK" shall each mean the Common Stock of the Company.

"COMPANY"  shall mean AMCON Distributing Company, a Delaware corporation.

"DISINTERESTED PERSON" shall mean a person defined in Rule 16b-3(d)(3)
promulgated by the Securities and Exchange Commission under the Exchange Act,
or any successor definition adopted by the Securities and Exchange Commission.

"EMPLOYEE" shall mean an officer or other key employee of the Company or any
of its Subsidiaries or Affiliates, including a director who is such an
employee.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated pursuant thereto.

"FAIR MARKET VALUE" shall mean, on the date of determination:

   (i)  if the Company's Common Stock is listed on a national securities
exchange or is quoted on the NASDAQ National Market System, the average of the
high and low quotations at which the Common Stock was traded on the date of
determination or, if the Common Stock was not traded on the date of
determination or such national securities exchange or the NASDAQ National
Market System was not open for business on such date, the average of the high
and low quotations at which the Common Stock was traded on the closest
preceding date on which such Common Stock was traded on such national
securities exchange or the NASDAQ National Market System;

   (ii)  if the Company's Common Stock is not listed on a national securities
exchange or quoted on the NASDAQ National Market System but is otherwise
traded in the over-the-counter market, the average of the closing bid and
asked quotations on the date of determination or, if there are no bid and
asked quotations for the Company's Common Stock on the date of determination,
the average of the closing bid and asked quotations for such Common Stock on
the closest preceding date on which such Common Stock was traded; or

   (iii)  if no public market exists for the Company's Common Stock on the
date of determination, the Committee shall, in its sole discretion and best
judgment, determine the fair market value of the Company's Common Stock.

For all purposes of this Plan, the determination by the Committee of Fair
Market Value shall be conclusive.

"HOLDER" shall mean an Employee to whom an Award has been made.

"INCENTIVE STOCK OPTIONS" shall mean options which meet the requirements for
Incentive Stock Options in Section 422 of the Code.

"NONQUALIFIED STOCK OPTIONS" shall mean stock options which do not meet the
requirements for Incentive Stock Options, as defined above in this
Section 1.2, and stock options which do meet such requirements but which the
Committee designates as Nonqualified Stock options.

"OPTION AGREEMENT" shall mean each Agreement referred to in Section 12 of this
Plan between the Company and any person to whom an Option is granted.

"OPTIONS" shall mean the Incentive Stock Options and Nonqualified Stock
Options granted under this Plan.

"Option Shares" shall have the meaning set forth in Section 8.4(a).

"PLAN" shall mean this First Amended and Restated 1994 Stock Option Plan
adopted by the Board of Directors, as such Plan from time to time may be
amended as herein provided.

"SECURITIES ACT" shall mean the Securities Act of 1933, as amended, and the
rules and regulations promulgated pursuant thereto.
"SUBSIDIARY" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

"TEN PERCENT SHAREHOLDER" shall mean a person who on any given date owns,
either directly or within the meaning of the attribution rules contained in
Section 425(d) of the Code, capital stock possessing more than 10% of the
total combined voting powers of all capital stock of the Company or a
Subsidiary.


                                  ARTICLE II

                                  ELIGIBILITY

Persons eligible to receive Awards under this Plan shall be any Employee as
the Committee, in its sole discretion, may select.  However, in no event may
Incentive Stock Options be granted to Employees of Affiliates.


                                  ARTICLE III

                            ADMINISTRATION OF PLAN

   Section 3.1.  COMMITTEE.  This Plan shall be administered by the Committee,
which shall consist of two or more members of the Board of Directors selected
by the Board of Directors, each of which shall be a Disinterested Person.  The
Committee shall have absolute authority, subject only to the express
provisions of this Plan, (a) to determine in its sole discretion the Employees
to whom, and the time or times at which, Awards shall be made, the number of
shares to be covered by each Award and whether an Award shall consist of
Incentive Stock Options or Nonqualified Stock Options or both; provided,
however, that Incentive Stock Options may be granted only to persons who are
Employees of the Company and its Subsidiaries; (b) to interpret this Plan and
to prescribe, amend and rescind the rules and regulations relating to it;
(c) to determine the terms and provisions of the Awards and the respective
Option Agreements (which need not be identical), including without limitation
such terms and provisions as may be requisite in the judgment of the Committee
(i) to cause this Plan and the Options and Common Stock issued pursuant to the
Plan to be registered on Form S-8 promulgated pursuant to the Securities Act,
and the applicable rules and regulations thereunder, or any other appropriate
form, (ii) to provide for the reimbursement of the Company for taxes paid or
advanced in respect of the issuance to Employees of Options or Common Stock
under the Plan and (iii) to set forth the form of restrictive legends to be
placed on certificates representing shares of Common Stock to be issued
pursuant to Options relating to obligations of the Holders under the federal
and state securities laws and under the Code; (d) unilaterally and without
approval of a Holder to amend an existing Award in order to carry out the
purposes of this Plan (so long as such an amendment does not take away any
benefit granted to a Holder by the Award and so long as the amended Award
would comport with the terms of this Plan); and (e) to make all other
determinations deemed necessary or advisable for the granting of Awards and
the administration of this Plan.  Any interpretation by the Committee of the
terms and provisions of this Plan and the administration hereof, and all
action taken by the Committee, shall be final and binding upon Plan
participants.

   Section 3.2.  VACANCIES.  If a member of the Committee for any reason shall
cease to serve, the vacancy may be filled by the Board of Directors in
accordance with the bylaws of the Company and this Plan.

   Section 3.3.  REMOVAL.  Any member of the Committee may be removed at any
time, with or without cause, by the Board of Directors.

   Section 3.4.  CHAIRMAN AND SECRETARY.  (a)  The Board of Directors or the
Committee shall select one of the members of the Committee as the Committee's
Chairman who shall preside at all meetings of the Committee and shall have
such other duties and responsibilities as may be assigned to him or her by the
Committee.

   (b)  The Committee may appoint a secretary, who shall keep minutes of its
meetings and make such rules and regulations for the conduct of its business
as the Committee may deemed advisable.

   Section 3.5.  MEETINGS AND ACTIONS BY CONSENT.  The Committee shall hold
its meetings at such times and places as it shall deem advisable.  A majority
of its members shall constitute a quorum.  All determinations of the Committee
shall be made by at least a majority of the members attending a meeting at
which a quorum is present.  Any decision or determination which could be made
or any action taken by the Committee at a duly called meeting at which a
quorum is present may also be made or taken by written consent of all of the
members of the Committee.


                                  ARTICLE IV

                  SHARES OF COMMON STOCK SUBJECT TO PLAN

   (a)  The Committee may, but shall not be required to, grant in accordance
with this Plan both Incentive Stock Options and Nonqualified Stock Options to
purchase not more than, in the aggregate, 550,000 shares of the Common Stock.
The Company shall reserve and keep available the number of shares of Common
Stock that are necessary to satisfy the requirements of the Plan during the
term hereof.  Such shares of Common Stock may be authorized and unissued
shares or issued shares held in the Company's treasury.  Said number of shares
shall be computed prior to any adjustment resulting from stock dividends,
stock splits, reorganizations or other substitutions of securities for the
present Common Stock of the Company.

   (b)  Any shares of Common Stock issued by the Company as a result of the
assumption or substitution of outstanding grants from an acquired company
shall not reduce the shares of Common Stock available for Awards under this
Plan.  If any shares of Common Stock subject to any Award granted hereunder
are forfeited or such Award otherwise terminates without the issuance of such
shares or the payment of other consideration in lieu of such shares, the
shares of Common Stock subject to such Award, to the extent of any such
forfeiture or termination, shall again be available for Awards under the Plan.

   (c)  Notwithstanding any other provision of this Plan to the contrary, the
Committee shall not award Options to any employee included in the group
consisting of "covered employees" within the meaning of Treasury Regulation
1.162-27(c)(2) that would cause the compensation for such employee to exceed
the limitations imposed by Treasury Regulation 1.162-27(b), as it shall be
amended from time to time.  Furthermore, during a year with respect to which
the individual is a covered employee, an Option granted in such year or any
previous year may not be repriced or, if cancelled, may not be reissued to
such individual unless the number of shares covered by such Option are again
counted against the limitation contained in the preceding sentence for the
year in which such Option is reissued or repriced.


                                  ARTICLE V

                                   OPTIONS

   Section 5.1.  OPTION GRANTS.  Options shall be evidenced by Option
Agreements.  An Option Agreement signed by the Chairman, the President or any
other officer of the Company designated by the Chairman or the Board of
Directors, and attested by the Treasurer or Assistant Treasurer or Secretary
or Assistant Secretary of the Company, shall be issued to each Holder to whom
an Award is granted.  The form and provisions of each Option Agreement shall
be determined by the Committee in accordance with the terms of this Plan.  If
a Holder does not execute an Option Agreement in the form prescribed by the
Committee within 30 days from the grant thereof, the grant of such Award shall
be deemed to be void ab initio and of no further force or effect.

   Section 5.2.  TIME FOR GRANT OF AWARDS.  Awards may be granted by the
Committee pursuant to this Plan from time to time for a period beginning June
1, 1994 and ending June 1, 2004.  Nothing herein shall be construed to
prohibit the issuance of Awards at different times to the same Employee.

   Section 5.3.  NUMBER OF SHARES TO BE OPTIONED AND NATURE OF OPTION.
Subject to Article IV of this Plan, the total number of shares to be optioned
to any Employee and whether the Option shall be an Incentive Stock Option or a
Non-Qualified Stock Option shall be determined by the Committee in its sole
discretion; provided, however, that, in the case of Incentive Stock options,
the aggregate Fair Market Value, determined as of the time the Option is
granted, of the Stock with respect to which Incentive Stock Options may be
exercisable for the first time by any individual during any calendar year
shall not exceed $100,000.

   Section 5.4.  INCENTIVE STOCK OPTION.  Each provision of this Plan and each
Option Agreement relating to an Incentive Stock Option shall be construed so
that each Incentive Stock Option shall be an incentive stock option as defined
in Section 422A of the Code, and any provisions thereof that cannot be so
construed shall be disregarded.  In no event may a Holder be granted Incentive
Stock Options which do not comply with such grant and vesting limitations as
may be prescribed by Section 422A(b)(7) of the Code.  Incentive Stock Options
may not be granted to Employees of Affiliates.

   Section 5.5.  TERM OF OPTIONS.  The Option Agreements shall specify when an
Option may be exercisable and the terms and conditions applicable thereto,
including any vesting requirements.  In no event may an Option become
exercisable until the expiration of six months from the date of grant.  The
term of an Option, whether an Incentive Stock Option or a Nonqualified Stock
Option, shall in no event be exercisable more than 10 years (five years in the
case of an Incentive Stock Option granted to a Ten Percent Shareholder), or
such shorter period, if any, as may be necessary to comply with the
requirements of state securities laws, from the date such Option is granted,
except to the extent provided in Section 6.1(c) of this Plan.

   Section 5.6.  ASSIGNABILITY OF OPTIONS.  Options and all rights thereunder
shall by their terms be nonassignable and nontransferable by the Holder
(otherwise than by will or the laws of descent and distribution), and any
attempt to do so shall be null and void.  Options shall be exercisable during
the lifetime of the Holder only by the Holder.  Nothing contained herein shall
be deemed inconsistent with the provisions hereinafter set forth pertaining to
the exercise of an Option by the estate of a deceased Holder pursuant to
Section 6.1 of this Plan.

   Section 5.7.  OPTION PRICE.  The price at which Common Stock may be
purchased upon exercise of an Option shall be determined by the Committee but
shall be not less than the Fair Market Value of the Common Stock on the date
such Option is granted.  In the case of an Incentive Stock Option granted to a
Ten Percent Shareholder, the exercise price shall not be less than 110% of the
Fair Market Value of the Common Stock on the date such Incentive Stock Option
is granted.


                                  ARTICLE VI

                             EXERCISE OF OPTIONS

   Section 6.1.  DEATH, DISABILITY, RETIREMENT OR TERMINATION OF EMPLOYMENT
WITH CONSENT.  Notwithstanding the provisions of Section 6.2 of this Plan,
Options granted to a Holder may be exercised as follows:

   (a)  In the event of such Holder's retirement (including, without
limitation, any early retirement permitted by the Company) or other
termination of the Holder's employment with consent, such Holder's Option may
be exercised, regardless of tax consequences, to the extent vested and
exercisable on the date of retirement or termination as provided in the Option
Agreement applicable to such Option (or, if so determined by the Committee in
its sole discretion, up to the full extent thereof, whether or not vested) at
any time within 90 days following the date of such retirement or termination.
As used herein, a Holder's employment with the Company shall be deemed to have
been terminated "with consent" if the Company has provided its express written
consent to the exercise of the Holder's Options following such termination.

   (b)  In the event of the death or the permanent physical or mental
disability (as such disability shall be determined by a physician selected by
the Company) of the Holder either (i) while employed by the Company or a
Subsidiary or an Affiliate or (ii) (with respect to a Nonqualified Stock
Option only) while eligible to exercise his Option pursuant to Section 6.1(a)
of this Plan following the termination of his employment, such Holder's
Options may be exercised, to the extent vested on the date of death or
determination of disability (or, if so determined by the Committee in its sole
discretion, up to the full extent thereof, whether or not vested), at any time
within one year following the Holder's death or such determination of
disability, by the Holder, the executors or administrators of the Holder or
any person who shall have acquired the Option from the Holder by bequest or
inheritance.  In the event of termination of employment by reason of
disability or retirement, if an Incentive Stock Option is exercised after the
expiration of the exercise periods that apply for purposes of Section 422A of
the Code, such Incentive Stock Option will thereafter be treated as a
Nonqualified Stock Option.

   (c)  Notwithstanding the foregoing provisions, in no event may an Option be
exercised (i) prior to shareholder approval of this Plan, (ii) prior to
vesting requirements (other than as provided in this Plan), if any, contained
in any Option Agreement or (iii) subsequent to the expiration of its term,
except that a Nonqualified Stock Option shall be exercisable, to the extent
provided in Section 6.1(b) of this Plan, for a maximum of one year following
the death of a Holder, or the date on which such Holder is determined to have
a permanent physical or mental disability, regardless of its original term.

   Section 6.2.  TERMINATION OF EMPLOYMENT UNDER OTHER CIRCUMSTANCES.  In the
event of the termination of the employment of a Holder for any reason other
than by reason of the Holder's death, disability or retirement or with the
written consent of the Company, all Options granted to such Holder which have
not been exercised by such Holder prior to the time of such termination,
whether or not vested, shall be then terminated and thereafter may not be
exercised by the Holder.  Options granted under this Plan, however, shall not
be affected by any change of employment so long as the Holder of the Option
continues to be an Employee of the Company or a Subsidiary or an Affiliate.

   Section 6.3.  HOW EXERCISABLE.  (a)  An Option shall be exercisable by
delivery of a duly signed notice in writing to such effect (an "Exercise
Notice") and the full purchase price of the Common Stock purchased pursuant to
the exercise of the Option to the Treasurer of the Company or to any other
officer of the Company appointed by the Committee for the purpose of receiving
the same; provided, however, that no Option issued pursuant to this Plan may
be exercised at any time when the Option or the granting or the exercise
thereof violates any law or governmental order or regulation.

   (b)  Delivery of the full purchase price shall be satisfied either: (a) by
payment in cash of the full purchase price, (b) by tender of such number of
shares of the Company's Common Stock owned either (i) by the Holder prior to
exercise of the Option or (ii) with the consent of the Committee, by the
Holder as a result of the exercise of the Option, as is equal in value (as
determined by its Fair Market Value at the close of business on the last
business day before the date of delivery) to the full purchase price or (c) by
delivery of any combination of cash and such shares of the Company's Common
Stock (valued as set forth above) which, in the aggregate, is equal in value
to the full purchase price, subject to compliance with applicable securities
laws.  Whenever all or any portion of the purchase price payable upon exercise
of an Option is paid by the delivery of shares of the Company's Common Stock,
tender of such shares shall be accompanied by a duly executed stock power and
by payment of the requisite stock transfer tax, if any.  The Committee may
also require the Holder to make such representations as to his title,
authority to transfer such title and any other facts as it may deem
appropriate.  In connection with the exercise of a Nonqualified Stock Option,
the Committee may require the Holder to remit an amount in cash or in Common
Stock sufficient to satisfy all federal, state and local requirements to
withhold taxes.

   Section 6.4.  ISSUANCE OF SHARES.  Within a reasonable time after the
exercise of an Option, the Company shall cause to be delivered to the
purchaser a certificate representing the shares of Common Stock purchased
pursuant to the exercise of the Option.

   Section 6.5.  SHAREHOLDER RIGHTS OF HOLDER.  No Holder entitled to exercise
an Option awarded under this Plan shall have any rights or privileges as a
shareholder of the Company in respect of any Common Stock issuable upon
exercise of such Option until such Option has been duly exercised in
accordance with the terms hereof and the applicable Option Agreement and the
full purchase price is tendered therefor.

   Section 6.6.  TERMINATION OF OPTIONS.  Any Option not exercised within the
period fixed for its exercise in an Option Agreement and this Article VI shall
terminate and become null and void.

   Section 6.7.  UNEXERCISED OPTIONS.  Common Stock covered by Options which
have terminated in accordance with the provision of this Plan, to the extent
to which such Options have not been exercised, may be treated by the Committee
as Common Stock which is eligible for other and further granting of Options in
accordance with the terms of this Plan.

   Section 6.8.  CASH-OUT OF VESTED OPTIONS.  The Committee may in its sole
discretion cancel the vested portion of any Options held by a Holder who is at
such time no longer an Employee of the Company or any of its Subsidiaries or
Affiliates in exchange for a cash payment equal to the difference between
(a) the Fair Market Value of the shares subject to such vested Options and
(b) the Option Price for such shares.


                                  ARTICLE VII

                          NOT AN EMPLOYMENT CONTRACT

Anything contained herein or in any Option Agreement notwithstanding, neither
this Plan, any Option Agreement nor any Option granted pursuant to this Plan
shall confer on an individual any right to continue in the employ or service
of the Company or any Subsidiary or Affiliate or interfere in any way with the
right of the Company or such Subsidiary or Affiliate at any time to terminate
or modify the terms or conditions of the employment or service of the Holder
of the Option.


                                  ARTICLE VIII

                            RECAPITALIZATION, MERGER,
                        CONSOLIDATION AND REORGANIZATION

   Section 8.1.  CHANGE IN COMMON STOCK.  (a) Appropriate and equitable
adjustment shall be made in the number of shares of Common Stock subject to
each outstanding Option or the exercise prices of such Options or both, in the
event of any changes in the outstanding Common Stock by reason of a stock
dividend, stock split, recapitalization, reorganization, merger,
consolidation, sale or exchange of assets, combination or exchange of shares
or offering of subscription rights, it being the purpose of this provision to
ensure that an Option shall be adjusted to give the Holder, upon exercise of
his Option, rights equivalent to the rights of a person who had held shares of
Common Stock in the amount subject to the Option at the time the Option is
granted.  In applying this provision an adjustment shall be made for any
changes occurring after the effective date of this Plan.

   (b)  In the event of a change in the Common Stock of the Company as
presently constituted, which is limited to a change of the par value status of
any or all of its authorized shares, the shares resulting from any such change
shall be deemed to be Common Stock within the meaning of this Plan.

   (c)  To the extent that the foregoing adjustments relate to stock or
securities of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and conclusive.
The Fair Market Value of any fractional shares resulting from adjustments
pursuant to this Section 8.1 shall, where appropriate, be paid in cash to the
Holder.

   Section 8.2.  DISSOLUTION OR LIQUIDATION.  In the event of the complete
liquidation or dissolution of the Company other than as an incident to a
merger, reorganization or other adjustment referred to in Section 8.1 above,
any Options granted pursuant to this Plan and remaining unexercised shall be
deemed cancelled without regard to or limitation by any other provision of
this Plan.

   Section 8.3.  RIGHTS OF HOLDERS AND THE COMPANY.  (a) Except as
hereinbefore expressly provided in this Article VIII, a Holder shall have no
rights by reason of any subdivision or consolidation of shares of stock of any
class or the payment of any stock dividend or any other increase or decrease
in the number of shares of stock of any class or by reason of any dissolution,
liquidation, merger or consolidation or spin-off of assets or stock of another
corporation, and any issue by the Company of shares of stock of any class or
securities convertible into shares of stock of any class shall not affect, and
no adjustment by reason thereof shall be made with respect to, the number or
price of shares of Common Stock subject to any Option.

   (b)  The grant of an Option pursuant to this Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes in its capital or business structure or to merge or
to consolidate or to dissolve, liquidate or sell or transfer all or any part
of its business or assets.

   Section 8.4.  COMPLIANCE WITH SECURITIES ACT.  (a) As soon as is reasonably
practicable, the Company will use its best efforts to effect a registration on
Form S-8 under the Securities Act with respect to all Options and all shares
of Common Stock issuable upon exercise of the Options (the "Option Shares");
provided, however, that the Company shall not be obligated to effect, or to
take any action to effect, any registration in any jurisdiction in which the
Company would be required to execute a general consent to service of process
in effecting registration unless the Company is already subject to service in
such jurisdiction and except as may be required by the Securities Act or "blue
sky" laws of such jurisdiction, provided that the filing of a Form U-2 or
similar form shall not be deemed to be a general consent to service of process
for purposes of this subsection.  In connection with any such registration,
the Company shall:

      (i)  promptly give written notice of the proposed registration to all
Holders;

      (ii)  use its reasonable best efforts to effect the registration of the
Options held by the Holders and the Option Shares subject thereto (including,
without limitation, filing post-effective amendments, appropriate
qualifications under applicable "blue sky" or other state securities laws and
appropriate compliance with the Securities Act) as would permit or facilitate
the sale and distribution of such Options and Option Shares;

      (iii)  keep the registration effective;

      (iv)  prepare and file with the Securities and Exchange Commission such
amendments and supplements to the registration statement and the prospectus
used in connection therewith as may be necessary to keep such registration
statement effective and comply with the provisions of the Securities Act with
respect to the sale or other disposition of all securities covered by such
registration statement;

      (v)  use its best efforts to cause all such Options and Option Shares
registered pursuant hereto to be listed on each securities exchange on which
similar securities issued by the Company are then listed or eligible for
listing if the listing of such Options and Option Shares is then permitted
under the rules of such exchange; and

      (vi)  provide a transfer agent and registrar for all Options and Option
Shares registered pursuant to such registration statement and a CUSIP number
for all such Options and Option Shares, in each case not later than the
effective date of such registration statement.

   (b)  Prior to the effectiveness of any registration of the Option Shares,
as provided in Section 8.4(a), the Company may postpone the issuance and
delivery of shares of Common Stock upon any exercise of any Option until
(i) the admission of such shares to listing on any stock exchange on which
shares of the Company of the same class are then listed and the completion of
such registration or other qualification of such shares under any state or
federal law, rule or regulation as the Company shall determine to be necessary
or advisable, (ii) insofar as any local "blue sky" law might affect the
issuance of such shares, either the local Blue Sky Commission shall have ruled
or counsel to the Company shall have advised that the issue is not subject to
such local law or that such shares shall have been qualified under such law,
(iii) counsel to the Holder has delivered an opinion to the Company,
satisfactory in form and substance, to the effect that the issuance of such
shares does not require registration under any federal or state securities
laws or that any such registration as may be required shall be effective as of
the time of issuance of such shares, (iv) the individual to whom the Option is
granted shall have represented and agreed in writing that any shares purchased
pursuant to the Option are being purchased for investment purposes only and
not with a view to the distribution or resale thereof; provided, however, that
a Holder making such representation and agreement may be released by the
Company at its discretion from such representation and agreement upon the
shares being registered or qualified in such manner as may be legally required
at any time, and (v) the Committee shall have been advised by counsel that all
applicable legal requirements pertaining to the issuance of such shares,
including any requirements of the Securities Act, have been complied with.
Any person exercising an Option shall make such representations and furnish
such information as may be appropriate to permit the Company, in the light of
the then existence or nonexistence of an effective registration statement
under the Securities Act, with respect to such shares, to issue the shares in
compliance with the provisions of that or any comparable law.

   (c)  The Company shall not have any liability to any Holder or otherwise
(i) in the event a registration does not occur with respect to the Option
Shares or (ii) with respect to any Option the exercise of which is prevented
by the provisions of Section 8.4(b).


                                  ARTICLE IX

                  AMENDMENT, TERMINATION AND INTERPRETATION

   Section 9.1.  TERMINATION.  This Plan shall terminate on June 1, 2004.

   Section 9.2.  AMENDMENT.  Upon obtaining such approval of the stockholders
of the Company as may be required by law (including Rule 16b-3 under the
Exchange Act) or the applicable provisions of the securities exchange upon
which the Common Stock is listed, the Board of Directors or the Committee may
amend this Plan and the terms and conditions thereof as to any shares of
Common Stock which have not then become the subject matter of Options awarded
pursuant to the terms of this Plan, and the Board of Directors or the
Committee, with the written consent of the affected Holders of any Options
awarded pursuant to this Plan, may amend this Plan and the terms and
conditions of this Plan as it regards any such Options held by such consenting
Holders.

   Section 9.3.  INTERPRETATION.  A determination of the Committee as to any
question which may arise with respect to the interpretation of the provisions
of this Plan and of any Option or Option Agreement shall be final.

   Section 9.4.  RULES AND REGULATIONS.  The Committee may authorize and
establish such rules, regulations and revisions thereof not inconsistent with
the provisions of this Plan as it may determine advisable to make this Plan
and the Options effective and provide for their administration, and may take
such other actions with regard to this Plan and the Options as it shall deem
desirable to effectuate their purposes.

   Section 9.5.  EVIDENCE OF EACH OPTION.  The Committee may include in each
agreement or document it may issue to the Holder of any Option, evidencing the
existence of such Option given or granted pursuant to the terms of this Plan,
the text of this Plan by reference thereto in such certificate or document,
and, in such event, the entire terms of this Plan as it may exist and as it
may be amended from time to time shall be deemed included in such certificate
or document with the same force and effect as though this Plan were set forth
in its entirety in such agreement or document.


                                  ARTICLE X

                                EFFECTIVENESS

This Plan has been adopted and shall become effective on March 28, 2000.


                                  ARTICLE XI

                                MISCELLANEOUS

   Section 11.1.  SUBSTITUTED OPTIONS.  Subject to the limitation in
Section 4.1 hereof on total shares available for Options, Options to purchase
shares of the Company's Common Stock may be issued under this Plan on terms
and conditions which differ from or conflict with the terms and conditions set
forth herein, provided that such Options are issued in substitution for
outstanding Options held by persons who have become directors, officers or key
employees of the Company or any of its Subsidiaries or Affiliates by reason of
a corporate merger, consolidation, acquisition of property or capital stock,
separation, reorganization or liquidation.


</TEXT>
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<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FINANCIAL DATA SCHEDULE
<TEXT>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet at June 30, 2000 and the Statement of Income for the Nine Months
Ended June 30, 2000 (Unaudited) and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S>                            <C>
<PERIOD-TYPE>                 9-MOS
<FISCAL-YEAR-END>                          SEP-30-2000
<PERIOD-START>                             OCT-01-1999
<PERIOD-END>                               JUN-30-2000
<CASH>                                             805
<SECURITIES>                                         0
<RECEIVABLES>                                   19,589
<ALLOWANCES>                                       774
<INVENTORY>                                     26,277
<CURRENT-ASSETS>                                47,300
<PP&E>                                          13,291
<DEPRECIATION>                                   7,136
<TOTAL-ASSETS>                                  68,827
<CURRENT-LIABILITIES>                           27,405
<BONDS>                                         23,522
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            27
<OTHER-SE>                                      16,599
<TOTAL-LIABILITY-AND-EQUITY>                    68,827
<SALES>                                        339,664
<TOTAL-REVENUES>                               339,664
<CGS>                                          297,982
<TOTAL-COSTS>                                  297,982
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,244
<INCOME-PRETAX>                                  5,693
<INCOME-TAX>                                     2,095
<INCOME-CONTINUING>                              3,599
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,599
<EPS-BASIC>                                     1.32
<EPS-DILUTED>                                     1.26


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