<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

May 25, 2005

Mr. Mike Moran
Accounting Branch Chief
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Mr. Moran:

We have received the staff's comment letter dated March 25, 2005 and
acknowledge that (i) we are responsible for the adequacy and accuracy
of the disclosure in the filings (ii) the staff comments or changes to
disclosure in response to staff comments do not foreclose the
Commission from taking any actions with respect to the filing and
(iii) we may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.

Our response to each of those comments is set forth below:

          FORM 10-K FOR THE YEAR ENDED SEPTEMBER 24, 2004

GENERAL

1.  WHERE A COMMENT BELOW REQUESTS ADDITIONAL DISCLOSURES OR OTHER
REVISIONS TO BE MADE, PLEASE INCLUDE THE ADDITIONAL DISCLOSURES AND
REVISIONS IN YOUR FUTURE ANNUAL AND INTERIM FILINGS AS APPLICABLE.

Response: We have reviewed and responded to each of the comments below
and for each request for additional disclosure or other revisions to
be made, we will make the said changes in future annual, interim and
amended filings as indicated in each response.


2.  OUR RECORDS SHOW YOUR FILE NUMBER IS 1-15589, RATHER THAN FILE
NUMBER 0-24708 THAT APPEARS ON THE COVER PAGES OF YOUR REPORTS
PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT.  PLEASE MAKE THE
APPROPRIATE REVISIONS.

Response: In applicable future filings including any amended filings,
we will revise our file number to be 1-15589.


3.  UNDER REGULATION 12B-13 OF THE EXCHANGE ACT, REPORTS MUST CONTAIN
THE NUMBER AND CAPTION OF ALL ITEMS REQUIRED BY THE APPLICABLE FORM,
AND IF AN ITEM IS INAPPLICABLE, A STATEMENT TO THE EFFECT SHALL BE
MADE.  PLEASE INCLUDE THE INFORMATION REQUIRED BY ITEM 9B OR INCLUDE
THE NUMBER AND CAPTION OF THE ITEM AND A STATEMENT THAT THE ITEM IS
INAPPLICABLE.

                              -1-

Response: For the year ended September 24, 2004, Item 9B "Other
Information" was not applicable and as such was omitted from our
filing on Form 10-K.  In applicable future filings including any
amended filings, we will include the number and caption of all items
required by the applicable form, even if an item is inapplicable and
in the appropriate circumstances will indicate when such items are not
applicable.


ITEM 1. BUSINESS
BUSINESS SEGMENTS, PAGE 8

4.  PLEASE INCLUDE A CROSS REFERENCE TO THE SEGMENT INFORMATION
DISCLOSED IN THE NOTES TO YOUR FINANCIAL STATEMENTS. REFER TO ITEM
101(B) OF REGULATION S-K.

Response: In applicable future filings including any amended filings,
we will include a cross reference to the segment information disclosed
in the notes to our financial statements as required by Item 101(b) of
Regulation S-K.


PART III
ITEM 10.  EXECUTIVE COMPENSATION, PAGE 18

5.  PLEASE INCLUDE THE INFORMATION REQUIRED BY ITEM 402(H) OF
REGULATION S-K OR INCORPORATE BY REFERENCE THE INFORMATION INCLUDED IN
YOUR PROXY STATEMENT UNDER THE CAPTION "EMPLOYMENT AGREEMENTS."

Response: In applicable future filings including any amended filings,
we will incorporate by reference the information included in our Proxy
Statement under the caption "Employment Agreements" as required by
Item 402(h) of Regulation S-K.


6.  PLEASE DISCLOSE, IF TRUE, THAT THE VALUE OF SPLIT DOLLAR LIFE
INSURANCE INCLUDED IN OTHER ANNUAL COMPENSATION FOR MR. WRIGHT
REPRESENTS PREMIUMS PAID.  OTHERWISE, PLEASE DISCLOSE HOW YOU
DETERMINE THE VALUE OF SPLIT DOLLAR LIFE INSURANCE.  PLEASE REFER TO
ITEM 402(B)(2)(V)(E) OF REGULATION S-K.

Response: In applicable future filings including any amended filings,
we will incorporate "Compensation of Executive Officers" in the proxy
which will include an enhanced disclosure to indicate that the value
of the split dollar life insurance included in Mr. Wright's annual
compensation represents premiums paid as required by Item
402(b)(2)(v)(E) of Regulation S-K.



                               -2-



ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT, PAGE 18

7.  WE NOTE THAT THE CAPTION OF YOUR PROXY STATEMENT TITLED "VOTING
SECURITIES AND BENEFICIAL OWNERSHIP THEREOF BY PRINCIPAL STOCKHOLDERS,
DIRECTORS AND OFFICERS" THAT YOU INCORPORATED BY REFERENCE DOES NOT
AGREE TO THE HEADING IN THE PROXY STATEMENT THAT CONTAINS THE REQUIRED
INFORMATION.  REGULATION 12(B)-23(B) REQUIRES MATERIAL INCORPORATED BY
REFERENCE TO BE CLEARLY IDENTIFIED.  PLEASE REVISE.

Response: In applicable future filings including any amended filings,
we will incorporate by reference the information contained under the
caption "Ownership of Our Common Stock by Our Directors and Executive
Officers and Other Principal Stockholders."


PART IV
ITEM 15-EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A)(3) EXHIBITS, PAGE 19

8.  PLEASE IDENTIFY EACH MANAGEMENT CONTRACT OR COMPENSATION PLAN OR
ARRANGEMENT IN THE EXHIBIT INDEX AS REQUIRED BY PARAGRAPH (A)(3) OF
THIS ITEM.

Response: In applicable future filings including any amended filings,
we will file as an exhibit to our Form 10-Q the following:

"COMPENSATION OF DIRECTORS.  Directors who are not employees of the
Company are paid according to the following annual scale with no
payment of meeting fees:

             Audit Committee   Chair        $40,000
             Audit Committee   Member       $35,000
             Nominating Committee   Chair   $35,000
             All Other Outside Directors    $30,000

In addition, all directors are reimbursed for out of pocket expenses
related to attending board and committee meetings.  Non-employee
directors are eligible to receive awards of nonqualified stock options
which entitle them to purchase shares of our common stock at an
exercise price equal to the fair market value of the stock on the date
of grant. Such option grants are recommended on an annual basis by the
Compensation Committee, subject to approval by the Board of Directors.
These stock options also have varying vesting schedules ranging up to
five years and expire ten years after the date of grant.  During
fiscal year 2005, no stock options have been issued to directors.




                              -3-



NAMED EXECUTIVE OFFICERS

COMPENSATION COMPONENTS AND PROCESS.  Executive officer compensation
generally contains three principal components: (i) a base salary; (ii)
a cash bonus; and (iii) grants of options to purchase common stock.
Mr. Wright's and Ms. Evans' base salaries are also set forth in their
employment agreements.  Mr. Wright, Ms. Evans and Mr. Hoppner are
subject to annual increases as recommended by the Compensation
Committee to the Board of Directors.  The base salaries of other
officers are determined as a function of their prior base salaries and
their supervisors view of specific performance criteria.  In general,
the Compensation Committee has determined that the base salaries paid
to the Company's executive officers have fallen within the median
range of base salaries paid by comparable companies.

The process utilized by the Committee in determining executive officer
compensation levels for all of these components is based upon the
Committee's judgment and takes into account objective qualitative and
quantitative factors.  The Compensation Committee has approved an
executive compensation plan which established performance goals and
criteria relating to the amounts of cash bonuses to be paid to its
executive officers in future years.  In past years, under the 1994
Stock Option Plan, the Compensation Committee had granted stock
options to executives who met performance criteria on a discretionary
basis.  The 1994 Stock Option Plan expired on June 1, 2004, and the
Company has not adopted a replacement plan.

The bonus portion of Mr. Wright's, Ms. Evans's and Mr. Hoppner's
compensation is paid based upon the performance goals established by
management and approved by the Compensation Committee and the Board of
Directors up to 50% of the named executive's salary.  In addition to
bonuses paid in accordance with the executive compensation plan, the
Compensation Committee may recommend additional bonus amounts on a
discretionary basis if deemed appropriate.

The bonus portion of Mr. James' and Mr. Hinkefent's compensation is
determined on a discretionary basis upon their supervisor's assessment
of their individual performance and the overall performance of the
Company during the most recently completed fiscal year with respect to
stockholder value, stock price, sales growth and net income and is
available to be made at up to 50% of the named executive's salary.  In
general, the practice has been to award cash bonuses to the executive
officers with respect to a particular fiscal year in amounts
consistent with cash bonuses awarded in prior fiscal years as long as
the Company achieves established financial and performance goals.





                              -4-



The following table represents the named executive officers' current
base compensation:

Executive Officer        Position                Fiscal 2005 Salary
-------------------      --------------          ------------------
William F. Wright        Chairman                    $435,000

Kathleen M. Evans        President                   $342,000

William R. Hoppner       Sr. Vice President          $210,000

Michael D. James         Secretary, Treasurer and    $172,500
                          Chief Financial Officer

Eric. J. Hinkefent       President of Health Food    $150,000
                          Associates, Inc. and
                          Chamberlin Natural Foods, Inc.

BENEFIT PLANS AND OTHER ARRANGEMENTS

Each of the named executives is eligible to participate in the
Company's broad-based benefit programs generally available to its
salaried employees, including the 401(k) plan; and health, disability
and life insurance programs.

In addition, Mr. Wright, Ms. Evans, and Mr. Hinkefent receive monthly
auto allowances of $2,000, $1,000, and $1,000, respectively.  The
Company also leases a company vehicle on behalf of Ms. Evans and pays
life insurance premiums totaling approximately $40,000 annually on
behalf of Mr. Wright."


                       2004 ANNUAL REPORT

SELECTED FINANCIAL DATA, PAGE 4

9.  BRIEFLY DESCRIBE, OR CROSS-REFERENCE TO A DISCUSSION THEREOF,
BUSINESS COMBINATION OR DISPOSITIONS OF BUSINESS OPERATIONS AND OTHER
FACTORS THAT MATERIALLY AFFECT THE COMPARABILITY OF THE INFORMATION.
SEE INSTRUCTION 2 OF ITEM 301 OF REGULATION S-K.

Response: In all applicable future filings including any amended
filings, we will include the following paragraph before the selected
financial data in order to ensure the readers understand that the
information may not be comparable due to business combinations or
dispositions.




                              -5-



"Results may not be comparable due to acquisitions and/or dispositions
that have occurred in the periods presented.  As described in the
footnotes to the consolidated financial statements, in June 2004
(Fiscal 2004) and December 2001 (Fiscal 2002), we acquired Trinity
Springs, Inc.(TSI), and Hawaiian Natural Water Company, Inc.,
respectively.  In June 2001 (Fiscal 2001), we acquired substantially
all of the distribution business assets and net assets of Merchants
Wholesale, Inc., as well as, the distribution facility building owned
by the sole shareholder of Merchants Wholesale, Inc. for $36.7
million.  The transaction was accounted for using the purchase method
of accounting.  Also, in March 2001 (Fiscal 2001), we sold The Healthy
Edge, Inc. (formerly Food For Health Co. Inc.), our health food
distribution business for $10.3 million and accounted for the
transaction as discontinued operations in the consolidated financial
statements in accordance with Accounting Principles Board Opinion No.
30."


SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED, PAGE 5)

10.  PLEASE DESCRIBE THE IMPAIRMENT CHARGE RECOGNIZED IN THE FOURTH
QUARTER OF FISCAL YEAR 2004.  SEE ITEM 302(A)(3) OF REGULATION S-K.

Response: In applicable future filings, including any amended filings,
we will discuss the impairment charge recognized in the fourth quarter
of fiscal 2004 as follows:

"As described in more detail in the Notes to the Consolidated
Financial Statements, in performing its annual impairment test for
goodwill and other intangible assets during the fourth quarter of
Fiscal 2004 the Company recognized a pre-tax $3.6 million impairment
of its goodwill carried by its subsidiary, Hawaiian Natural Water
Company Inc., which is a reporting unit in the beverage segment.  This
impairment was the result of competitive pressures in the natural
spring water bottling business which have resulted in lower than
expected operating profits and cash flow."


MANAGEMENT DISCUSSION AND ANALYSIS
CRITICAL ACCOUNTING POLICIES, PAGE 11

11.  PLEASE PROVIDE A MORE INSIGHTFUL, QUANTIFIED ANALYSIS OF YOUR
CRITICAL ACCOUNTING ESTIMATES.  IN DOING SO, DISCLOSE THE AMOUNTS OF
ESTIMATES THAT MATERIALLY AFFECTED YOUR REPORTED EARNINGS AND THE
AMOUNTS OF THE RELATED VALUATION ALLOWANCES FOR EACH PERIOD PRESENTED.
PLEASE ALSO PROVIDE AN ANALYSIS OF THE EFFECTS OF MATERIAL CHANGES IN
YOUR CRITICAL ACCOUNTING ESTIMATES ON REVENUES, COSTS AND EXPENSES AND
GROSS PROFIT FOR THE PERIODS PRESENTED.  IN ADDITION, DISCUSS WHY YOUR
ESTIMATES OR ASSUMPTIONS BEAR THE RISK OF CHANGE INCLUDING WHETHER THE
ESTIMATES ARE DIFFICULT TO MEASURE OR VALUE.  FURTHER, PROVIDE AN
ANALYSIS, TO THE EXTENT MATERIAL, OF THE FACTORS THAT YOU CONSIDER AT
ARRIVING AT THE ESTIMATES OR ASSUMPTIONS, HOW ACCURATE THE ESTIMATES

                              -6-

OR ASSUMPTIONS HAVE BEEN IN THE PAST AND WHETHER THE ESTIMATES ARE
REASONABLE LIKELY TO CHANGE IN THE FUTURE.  PLEASE REFER TO SEC
RELEASE NO. 33-8350.

Response: We have reviewed our Critical Accounting Estimates and as a
result, in applicable future filings, including any amended filings,
we will enhance our disclosure of Critical Accounting Estimates as
follows.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

NATURE OF ESTIMATES REQUIRED.  The allowance for doubtful accounts
represents our estimate of uncollectible accounts receivable at the
balance sheet date.  We monitor our credit exposure on a weekly basis
and assess the adequacy of our allowance for doubtful accounts on a
quarterly basis.  Because credit losses can vary significantly over
time, estimating the required allowance requires a number of
assumptions that are uncertain.

ASSUMPTIONS AND APPROACH USED.  We estimate our required allowance for
doubtful accounts using the following key assumptions.

    - Historical collections - Represented as the amount of historical
      uncollectible accounts as a percent of total accounts
      receivable.

    - Specific credit exposure on certain accounts - Identified based
      on management's review of the accounts receivable portfolio
      and taking into account the financial wherewithal of particular
      customers that management deems to have a higher risk of
      collection.  For example, a customer in bankruptcy would
      indicate that an amount could be uncollectible.

SENSITIVITY ANALYSIS. We believe that our current level of allowance
for doubtful accounts is adequate at the balance sheet date and that
our credit exposure it very low compared with the high volume of sales
and the nature of our industry in which collections are generally made
quickly.  However, for every 1% percent of receivables deemed to
require an additional reserve at September 2004, the impact on the
statement of operations would be to increase selling, general and
administrative expenses by approximately $300,000.

INVENTORIES

NATURE OF ESTIMATES REQUIRED.  In our businesses, we carry large
quantities and dollar amounts of inventory.  Inventories consist
primarily of finished products purchased in bulk quantities to be sold
to our customers.  Given the large quantities and broad range of
products that we carry to better serve our customers, there is a risk
of impairment in inventory that is unsaleable or unrefundable, slow
moving, obsolete or is discontinued.  The use of estimates is required
in determining the salvage value of this inventory.

                              -7-

ASSUMPTIONS AND APPROACH USED.  We estimate our inventory obsolescence
reserve at each balance sheet date based on the following criteria:

      -Slow moving products - Items identified as slow moving are
       evaluated on a case-by-case basis for impairment.

      -Obsolete/discontinued inventory - Products identified that are
       near or beyond their expiration dates. In addition, we may
       discontinue carrying certain product lines for our customers.
       As a result, we estimate the market value of this inventory as
       if it were to be liquidated.

      -Estimated salvage value/sales price - The salvage value of the
       inventory is estimated using management's evaluation of the
       congestion in the distribution channels and experience with
       brokers and inventory liquidators to determine the salvage
       value of the inventory.

SENSITIVITY ANALYSIS.  We believe that our current level of reserve
for inventory obsolescence is adequate at the balance sheet date.
However, if there was a change in the estimated net realizable value
of the inventory identified as obsolete/discontinued inventory (change
in estimated selling price) of 5%, the reserve and costs of goods
sold, respectively, would increase/decrease by approximately $60,000.

DEPRECIATION, AMORTIZATION AND IMPAIRMENT OF LONG-LIVED ASSETS

Long-lived assets consist primarily of fixed assets and intangible
assets that were acquired in business combinations.  Fixed assets and
amortizable identified intangible assets are assigned useful lives
ranging from 2 to 40 years.  Goodwill is not amortized.  Impairment of
reporting units, which is measured in the Company's fourth fiscal
quarter in order to coincide with its budgeting process, is evaluated
annually with the assistance of an independent third party.  The
reporting units are valued using after-tax cash flows from operations
(less capital expenditures) discounted to present value.

Due to competitive pressures in the natural spring water bottling
industry, operating profits and cash flows were lower than expected.
Based on this trend, the future cash flow forecasts have been revised
for this reporting unit and an impairment has been recorded in the
Company's statement of operations as a component of income (loss) from
operations.  In September 2004, Hawaiian Natural Water Company, Inc. a
reporting unit in the beverage segment, recognized impairment of $3.6
million to its tradename as a result of the annual impairment test.

NATURE OF ESTIMATES REQUIRED.  Management has to estimate the useful
lives of the Company's long lived assets.  In regard to the impairment
analysis, the most significant assumptions include management's
estimate of the annual growth rate used to project future sales and
expenses used by the independent third party valuation firm.

                              -8-

ASSUMPTIONS AND APPROACH USED. For fixed assets, depreciable lives are
based on our accounting policy which is intended to mirror the
expected useful life of the asset.  In determining the estimated
useful life of amortizable intangible assets, such as customer lists,
we rely on our historical experience to estimate the useful life of
the applicable asset and consider industry norms as a benchmark.  In
evaluating potential impairment of long-lived assets we primarily use
an income based approach (discounted cash flow method) and guideline
public and private company information.  A discounted cash flow
methodology requires estimation in (i) forecasting future earnings
(ii) determining the discount rate applicable to the earnings stream
being discounted, and (iii) computing a terminal value at some point
in the future.   The forecast of future earnings is an estimate of
future financial performance based on current year results and
management's evaluation of the market potential for growth.  The
discount rate is a weighted average cost of capital using a targeted
debt-to-equity ratio using the industry average under the assumption
that it represents our optimal capital structure and can be achieved
in a reasonable time period.  The terminal value is determined using a
commonly accepted growth model.

SENSITIVITY ANALYSIS.  We believe that the estimated useful lives of
our fixed assets and amortizable intangibles are appropriate.  If we
shortened the estimated useful lives of our fixed assets by one year,
the impact on the statement of operations for the current period would
be to increase depreciation expense by approximately $550,000.  A
decrease in the estimate of future sales or increase of estimated
expenses for reporting units evaluated for impairment could result in
additional impairment of intangibles being recorded up to the amount
of the carrying amount of the intangible assets which was
approximately $19.7 million as of September 24, 2004.

INSURANCE

The Company's insurance for worker's compensation, general liability
and employee-related health care benefits are provided through high-
deductible or self-insured programs.  As a result, the Company accrues
for its worker's compensation liability based upon claim reserves
established with the assistance of a third-party administrator which
are then trended and developed with the assistance of our insurance
agent.  The reserves are evaluated at the end of each reporting
period.  Due to the uncertainty involved with the realization of
claims incurred but unreported, management is required to make
estimates of these claims.

ASSUMPTIONS AND APPROACH USED.  In order to estimate our reserve for
incurred but unreported claims we consider the following key factors:



                              -9-



Employee Health Insurance Claims

     - Historical claims experience - We review loss runs for each
       month to calculate the average monthly claims experience.

     - Lag period for reporting claims - Based on analysis and
       consultation with our third party administrator, our experience
       is such that we have a one month lag period in which claims are
       reported.

Workers Compensation Insurance Claims

     - Historical claims experience - We review prior year's loss runs
       to estimate the average annual expected claims and review
       monthly loss runs to compare our estimates to actual claims.

     - Lag period for reporting claims - We utilize the assistance
       of our insurance agent to trend and develop reserves on
       reported claims in order to estimate the amount of incurred but
       unreported claims.  Our insurance agent uses standard insurance
       industry loss development models.

SENSITIVITY ANALYSIS.  We believe that our current reserve for
incurred but unreported insurance claims is adequate at the balance
sheet date.  However, for every 5% percent increase in claims, an
additional reserve of approximately $50,000 would be required at
September 2004, the impact of which would increase selling, general
and administrative expenses by that amount in the same period.

INCOME TAXES

The Company accounts for its income taxes by recording taxes payable
or refundable for the current year and deferred tax assets and
liabilities for the future tax consequences of events that have been
recognized in our financial statements or tax returns.  As required by
SFAS No. 109, "Accounting for Income Taxes", these expected future tax
consequences are measured based on provisions of tax law as currently
enacted; the effects of future changes in tax laws are not
anticipated.  Future tax law changes, such as a change in the
corporate tax rate, could have a material impact on our financial
condition or results of operations.  When appropriate, we record a
valuation allowance against deferred tax assets to offset future tax
benefits that may not be realized.

ASSUMPTIONS AND APPROACH USED.  In determining whether a valuation
allowance is appropriate, we consider whether it is more likely than
not that all or some portion of our deferred tax assets will not be
realized, based in part upon management's judgments regarding future
events.


                              -10-


In making that estimate we consider the following key factors:

  - our current financial position
  - historical financial information
  - future reversals of existing taxable temporary differences
  - future taxable income exclusive of reversing temporary differences
    and carryforwards
  - taxable income in prior carryback years
  - tax planning strategies

SENSITIVITY ANALYSIS.  Based on our analysis, we have determined that
a valuation allowance is not required at September 24, 2004.  A
valuation allowance would reduce the deferred tax asset to the amount
that is more likely than not to be realized and a corresponding
reduction to net income as a result.

REVENUE RECOGNITION

We recognize revenue in our wholesale and beverage segments when
products are delivered to customers (which generally is the same day
products are shipped) and in our retail health food segment when the
products are sold to consumers.  Sales are shown net of returns,
discounts, and sales incentives to customers.

NATURE OF ESTIMATES REQUIRED.  We estimate and reserve for anticipated
sales discounts as part of our periodic evaluation of allowance for
doubtful accounts.  We also estimate and provide a reserve for
anticipated sales incentives to customers based on volume.

ASSUMPTIONS AND APPROACH USED.  We estimate the sales reserves using
the following criteria:

     - Sales discounts - We use historical experience to estimate the
       amount of accounts receivable that will not be collected due to
       customers taking advantage of authorized term discounts.

     - Volume sales incentives - We use historical experience in
       combination with quarterly reviews of customers' sales progress
       in order to estimate the amount of volume incentives due to
       the customers on a periodic basis.

SENSITIVITY ANALYSIS.  Based on the historical information used to
estimate the reserves for sales discounts and volume sales incentives,
we do not anticipate significant variances from the amounts reserved.
However, there could be significant variances from period to period
based on customer make-up and programs offered.

Our estimates and assumptions for each of the aforementioned critical
accounting estimates have not changed materially during the periods
presented, nor are we aware of any reasons that they would be
reasonably likely to change in the future.

                              -11-

RESULTS OF OPERATIONS, PAGE 13
GENERAL

12.  PLEASE DISCLOSE THE TYPES OF EXPENSES THAT YOU INCLUDE IN THE
COST OF SALES LINE ITEM AND THE TYPES OF EXPENSES THAT YOU INCLUDE IN
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES LINE ITEM FOR EACH OF
YOUR SEGMENTS.  IN DOING SO, DISCLOSE HOW YOU CLASSIFY BUYING AND
OCCUPANCY COSTS OF YOUR MERCHANDISING OPERATIONS.  PLEASE ALSO
QUANTIFY AND PROVIDE AN ANALYSIS OF MATERIAL CHANGES IN COST OF
PRODUCTS AND/OR EXPENSES INCLUDED IN COST OF SALES, SELLING, GENERAL
AND ADMINISTRATIVE EXPENSES AND IN DEPRECIATION AND AMORTIZATION FOR
EACH OF YOUR SEGMENTS.  IN ADDITION, QUANTIFY MANUFACTURER PROGRAM
INCENTIVES AND THE AMOUNTS OF MANUFACTURER INCENTIVES PAID TO
CUSTOMERS FOR THE PERIODS PRESENTED.

Response: In applicable future filings, including any amended filings,
we will disclose the types of expenses included in cost of sales,
selling, general and administrative expenses as follows:

"The cost of sales line item for wholesale and retail segments include
the cost of products purchased from manufacturers, less incentives
that we receive which are netted against such costs.  In the beverage
segment, cost of sales includes the cost of the raw materials and
related factory labor and manufacturing overhead costs required to
convert raw materials into finished goods, including; labor,
depreciation and utilities.  Selling, general and administrative
expenses include costs related to our sales, warehouse, delivery and
administrative departments for all segments.  The most significant
expenses relate to employee costs, facility and equipment leases,
transportation costs, insurance and professional fees."

Buying and occupancy costs of our merchandising operations are treated
as selling, general and administrative costs.

We advise the Staff that we believe that we have met the requirement
of Item 303 of Regulation S-K in our discussion of sales, gross profit
and operating expenses on pages 13-19.  In our management discussion
and analysis, we discuss material changes in sales and gross profit by
segment because we believe that it provides better insight into the
trends of our business segments and is consistent with the Staff's
Interpretation Release No. 33-8350 Section III (A) (2).  Specifically
the portion of that Release that states:

"Companies also should focus on an analysis of the consolidated
financial condition and operating performance, with segment data
provided where material to an understanding of consolidated
information.  Segment discussion and analysis should be designed to
avoid unnecessary duplication and immaterial detail that is not
required and does not promote understanding of a company's overall
financial condition and operating performance."

                              -12-


To the extent material, our discussion includes changes in gross
profit, selling, general and administrative and depreciation and
amortization of each segment.  Frequently, changes that may be
significant at the segment reporting level are not material at the
consolidated level where we measure material changes for discussion of
selling, general and administrative and depreciation and amortization
expense.  We will continue to strive for insightful and useful
analysis of our operations.

We have not disclosed in detail the change in our manufacturer program
incentives and incentives paid to customers.  Due to the competitive
nature of our business and the fact that this information is not
available from our competitors, as they are either non-public
companies or too small of a business segment to be disclosed in parent
financials, we believe that we will be placed at a competitive
disadvantage by disclosing the quantitative information in detail.  In
addition, in historical and future filings, we have and will continue
to disclose the fact that we have incentive receipts and payments.  We
believe that further disclosure of this information would cause
competitive harm.

13.  PLEASE TELL US HOW YOU CLASSIFY MANUFACTURER INCENTIVES,
INCLUDING OFF-INVOICE ALLOWANCES AND REBATES, PAID TO CUSTOMERS IN
YOUR STATEMENTS OF OPERATIONS.  IF YOU NET PAYMENTS TO CUSTOMERS
AGAINST MANUFACTURER INCENTIVES CLASSIFIED AS A REDUCTION OF PRODUCT
COSTS, TELL US YOUR BASIS IN GAAP FOR DOING SO.  PLEASE ALSO TELL US
HOW YOU ACCOUNT FOR THE COSTS OF YOUR CUSTOM SIGN PROGRAM AND THE
RELATED PAYMENTS YOU RECEIVE FROM MANUFACTURERS.

Response: We classify all rebates and allowances paid to customers as
a reduction of revenue in our statement of operations in accordance
with EITF 01-09 Issue 1 that is discussed in paragraph 9 and states in
part "The Task Force reached a consensus that cash consideration
(including a sales incentive) given by a vendor to a customer is
presumed to be a reduction of selling prices of the vendor's products
or services and, therefore, should be characterized as a reduction of
revenue when recognized in the vendor's income statement."  We do not
net payments to customers against manufacturer incentives classified
as a reduction of product costs in the cost of sales line pursuant to
EITF 02-16.

With regards to our custom sign program, we presume that you are
referring to our custom sign program discussed at www.amcon.com under
the Exclusive Programs link because we don't discuss this program in
any of our filings.  We advise the Staff that this program contributes
a deminimus amount of gross profit totaling less than $50,000 on an
annual basis.



                              -13-



LIQUIDITY AND CAPITAL RESOURCES, PAGE 20

14.  PLEASE PROVIDE AN ANALYSIS OF THE TRENDS AND VARIABILITY IN YOUR
CASH FLOWS FOR THE PERIODS PRESENTED.  FOR EXAMPLE, DISCUSS THE TREND
IN CASH FLOWS GENERATED BY OPERATIONS AND THE REASONS FOR THE
VARIABILITY IN ACCOUNTS RECEIVABLE, INVENTORIES, ACCOUNTS PAYABLE AND
OTHER ASSETS AND LIABILITIES TO THE EXTENT NECESSARY FOR INVESTORS TO
ASCERTAIN THE LIKELIHOOD THAT PAST PERFORMANCE IS INDICATIVE OF FUTURE
PERFORMANCE.  PLEASE ALSO INCLUDE A DISCUSSION OF THE FUNDING
AVAILABLE UNDER YOUR REVOLVING CREDIT FACILITY BASED ON ELIGIBLE
COLLATERAL, THE VARIABILITY OF LIQUIDITY AVAILABLE UNDER THE FACILITY
AND THE IMPACT OF THAT VARIABILITY ON YOUR ABILITY TO MEET OBLIGATIONS
AS THEY BECOME DUE.  IN ADDITION, PLEASE PROVIDE PROSPECTIVE
INFORMATION REGARDING YOUR NEEDS FOR CAPITAL TO THE EXTENT NECESSARY
TO PROVIDE A CLEAR PICTURE OF YOUR ABILITY TO GENERATE CASH AND MEET
EXISTING AND KNOWN OR REASONABLY LIKELY FUTURE CASH REQUIREMENTS.  IN
DOING SO, PLEASE INCLUDE A DISCUSSION AND ANALYSIS OF YOUR CONTINGENCY
PLANS IN THE EVENT YOU ARE UNABLE TO GENERATE PROFITS FROM YOUR
BEVERAGE SEGMENT AND THE IMPACT ON YOUR LIQUIDITY IF YOUR EFFORTS TO
SECURE ADDITIONAL FUNDING FOR YOUR BEVERAGE OPERATIONS ARE NOT
SUCCESSFUL.

Response: We continually strive to improve the disclosures in the
Liquidity and Capital Resources sections of our Form 10-K's and Form
10-Q's.  In applicable future filings, including any amended filings,
we will incorporate discussion regarding the trends in cash flows
generated by operations, including more discussion on the variability
in accounts receivable, inventories, accounts payable and other assets
and liabilities.  In addition, we will include discussion related to
the availability under our revolving credit facility based on eligible
collateral, the variability of liquidity under the facility and the
impact of that variability on our ability to meet our obligations as
they become due.  In our Form 10-Q for the first quarter ended
December 31, 2004, we included the following disclosure regarding our
capital needs and contingency plans in the event we are unable to
generate profits from our beverage segment:

"The Company believes that funds generated from operations,
supplemented as necessary with funds available under the New Facility
will provide sufficient liquidity for the operation of its wholesale
and retail businesses.  Management is presently negotiating with
LaSalle Bank to bring TSI into the Company's revolving credit facility
and with investors to privately place additional debt or equity to
provide additional funding for TSI.  Although management is optimistic
that additional financing will be committed, the ultimate outcome of
this financing is not certain at this time.  If the Company is unable
to raise the additional funds in the near future, plans for growth
within TSI would be negatively impacted and could potentially impact
the carrying value of the business."

We will continue to update this disclosure as our capital needs and
plans develop.
                              -14-

15.  PLEASE DISCUSS THE EXTENT OF HEADROOM IN THE FINANCIAL COVENANTS
OF YOUR CREDIT FACILITY AND THE LIKELIHOOD OF YOUR COMPLIANCE FOR THE
FORESEEABLE FUTURE.  PLEASE ALSO DISCLOSE THE PEAK AND AVERAGE
BORROWINGS OR BALANCE UNDER YOUR CREDIT FACILITY FOR THE MOST RECENT
PERIOD.  IN ADDITION, DISCLOSE THE EXISTENCE OF CROSS DEFAULT
PROVISIONS CONTAINED IN YOUR DEBT AGREEMENTS.

Response: In applicable future filings, including any amended filings,
we will add disclosure in the paragraph where covenants are discussed
to include the covenant calculations for the most recent period with
the covenant limits in order to present the headroom available and
likelihood of compliance in the future.  We will also discuss our peak
and average borrowings on the facility for the period, in addition to
the balance, which we already disclose.  With respect to cross default
provisions contained in our debt agreements, we plan to add the
following disclosure in Form 10-Q for the second quarter ended March
31, 2005:

"Cross Default and Co-Terminus Provisions
 ----------------------------------------
The Company's owned real estate in Bismarck, ND, Quincy, IL, and Rapid
City, SD, and certain warehouse equipment in the Rapid City, SD
warehouse is financed through term loans with Gold Bank (the "Gold
Bank Loans"), who is also a participant lender on the Company's
revolving line of credit.  The Gold Bank Loans contain cross default
provisions which cause all loans with Gold Bank to be considered in
default if any one of the loans where Gold Bank is a lender, including
the revolving credit facility if it is in default.  In addition, the
Gold Bank Loans contain co-terminus provisions which require all loans
with Gold Bank to be paid in full if any of the loans are paid in full
prior to the end of their specified terms."


16.  PLEASE TELL US WHY THE MINIMUM WATER ROYALTY DISCLOSED IN YOUR
TABLE OF CONTRACTUAL OBLIGATIONS DOES NOT REPRESENT THE MINIMUM
ROYALTY DISCLOSED IN THE NOTES TO YOUR FINANCIAL STATEMENTS AND THE
MAXIMUM AMOUNT GUARANTEED BY AMCON.  DISCLOSE IN A FOOTNOTE TO THE
TABLE, IF TRUE, THAT THE MINIMUM ROYALTY OBLIGATION INCLUDES THE
PRESENT VALUE OF THE OBLIGATION REFLECTED IN YOUR BALANCE SHEET
TOGETHER WITH THE IMPUTED INTEREST PORTIONS OF REQUIRED PAYMENTS.

Response: As discussed in footnote 3 to the table of contractual
obligations, Fiscal 2005-2009 payments for the water royalty represent
the minimum annual water royalty payments and do agree to the amounts
discussed in the notes to the financial statements.  The balance
included in "Thereafter" is representative of the present value of the
minimum annual water royalty payments to be made in perpetuity.  The
amount of the guarantee by AMCON for the royalty payments is $5
million and is discussed on page F-17 of the annual report in the
notes to the financial statements and is also included in the table of
contractual obligations under the heading "Other Commercial
Commitments" and is labeled "Water Source Guarantee."  In applicable

                              -15-
future filings, including any amended filings, the footnote related to
the minimum annual water royalty payment in the table of contractual
obligations will be revised to read as follows:

"Fiscal 2005-2009 represent the annual minimum water royalty and the
balance thereafter represents the minimum water royalty in perpetuity.
Both amounts are representative of the present value of the obligation
reflected in our balance sheet together with the imputed interest
portions of required payments."

17.  PLEASE INCLUDE SCHEDULED INTEREST PAYMENTS IN YOUR TABLE OF
CONTRACTUAL OBLIGATIONS.  WHEN INTEREST RATES ARE VARIABLE AND
UNKNOWN, ESTIMATES OF FUTURE VARIABLE RATE INTEREST PAYMENTS MAY BE
INCLUDED OR EXCLUDED PROVIDED YOU INCLUDE PROPER DISCLOSURE IN A
FOOTNOTE TO THE TABLE.  PLEASE ALSO INCLUDE OBLIGATIONS TO PURCHASE
GOODS AND SERVICES UNDER AGREEMENTS THAT ARE ENFORCEABLE AND LEGALLY
BINDING IN THE TABLE.  IF YOU EXCLUDE ANY PURCHASE OBLIGATIONS FROM
THE TABLE, DISCLOSE THE NATURE AND AMOUNTS OF THE EXCLUDED
OBLIGATIONS.  IF THE EXCLUDED OBLIGATIONS DO NOT HAVE A DUE DATE,
EXPLAIN WHY IT IS NOT POSSIBLE TO ESTIMATE A PAYMENT DATE.  REFER TO
ITEM 303(5) OF REGULATION S-K.

Response: In applicable future filings, including any amended filings,
we will include an estimate of all interest payments in our table of
contractual obligations. For those obligations that have variable
rates and other factors that could substantially impact interest
payments (such as accounts receivable, inventory and accounts payable
turns that impact the balance outstanding on our revolving credit
facility) we will disclose sufficient detail including rates and
balances used to calculate our interest payments included in the
table.  Furthermore, as a general rule, we do not enter into, nor are
we aware of, any enforceable or legally binding purchase obligations
as of September 24, 2004 or December 31, 2004 that meet the definition
in Item 303(5)(D) of Regulation S-K that would require such disclosure
in our table of contractual obligations.

CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF CASH FLOWS, PAGE F-6

18.  PLEASE TELL US THE ITEMS AND THEIR AMOUNTS INCLUDED IN THE GAIN
ON SALE OF FIXED ASSETS, INTANGIBLES, LAND HELD FOR SALE AND
SECURITIES LINE ITEM IN THE CASH FLOWS FROM OPERATING ACTIVITIES
SECTION FOR EACH PERIOD PRESENTED.  SEPARATELY DISCLOSE THE ITEMS AND
THEIR AMOUNTS FOR EACH PERIOD PRESENTED IN FUTURE FILINGS AS
APPROPRIATE.

Response: In applicable future filings, including any amended filings,
we will separately disclose each of the items mentioned in the comment
above.  We advise the Staff that had these items been presented
separately in the Consolidated Statement of Cash Flows in the 2004
Annual Report, the amounts would have been as follows:

                              -16-

<TABLE>
<Caption>

                                                  2004         2003        2002
                                                ---------   ---------    ---------
<S>                                                <C>         <C>          <C>
(Gain) loss on sale of fixed assets             $  (7,773)  $  58,740    $ 194,678
(Gain) loss on intangibles                              -           -            -
(Gain) loss on sale of assets held for sale         1,475           -            -
(Gain) loss on sale of securities                (507,418)   (266,690)    (257,521)
                                                ---------   ---------    ---------
                                                $(513,716)  $(207,950)   $ (62,483)
                                                =========   =========    =========
</TABLE>


19.  PLEASE TELL US THE LOSSES RECOGNIZED FOR WRITE-DOWNS TO FAIR
VALUE LESS COST TO SELL OF ASSETS HELD FOR SALE INCLUDED IN THE
PROVISION FOR LOSSES ON DOUBTFUL ACCOUNTS, INVENTORY OBSOLESCENCE AND
ASSETS HELD FOR SALE LINE ITEM IN THE CASH FLOWS FROM OPERATING
ACTIVITIES SECTION FOR EACH PERIOD PRESENTED.  IN DOING SO, PROVIDE US
WITH A RECONCILIATION OF THE AMOUNTS INCLUDED IN THE LINE ITEM TO
AMOUNTS DISCLOSED IN SCHEDULE II.  FOR EACH PERIOD IN WHICH AN
IMPAIRMENT LOSS WAS RECOGNIZED, PLEASE DISCLOSE THE INFORMATION
REQUIRED BY PARAGRAPHS 26 AND 47 OF SFAS 144, AS APPLICABLE, IN THE
NOTES TO YOUR FINANCIAL STATEMENTS.

Response: The amount of loss recognized for write-downs to fair value
less cost to sell of assets held for sale included in the provision
for losses on doubtful accounts, inventory obsolescence and assets
held for sale line item in the cash flows from operating activities
for years ended September 2004, 2003 and 2002 were $0, $431,651 and
$0, respectively. The table below details the individual components.

<TABLE>
<Caption>
                                                  2004        2003        2002
                                               ----------   ---------   ---------
<S>                                                <C>         <C>         <C>
Provision for inventory obsolescence           $1,155,345   $  50,035   $  20,387
Provision for losses on doubtful accounts        (139,013)    194,142      25,295
Write-down of asset held for sale                       -     431,651           -
                                               ----------   ---------   ---------
                                               $1,016,332   $ 675,828   $  45,682
                                               ==========   =========   =========
</TABLE>








                              -17-



Reconciliation of amounts disclosed in Schedule II to the amounts
reported in the Consolidated Statements of Cash Flows is as follows:

<TABLE>
<Caption>

<S>                                                          <C>
Provision for inventory obsolescence as reported in Schedule II        $1,008,266
Shrinkage reserve reported in cash flow, inadvertently not
   in Schedule II                                                         172,079
Beverage business inventory reserve reported in Schedule II
   but reported in change in inventory, inadvertently not in
   obsolescence reserve in Consolidated Statements of Cash Flows          (25,000)
                                                                       ----------
Provision for inventory obsolescence as reported in Consolidated
   Statements of Cash Flows                                            $1,155,345
                                                                       ==========

Provision (recovery) of losses on doubtful accounts as reported
   in Schedule II                                                      $  (12,757)
Net receivables (written off) recovered as reported in Schedule II       (126,256)
                                                                       ----------
Provision (recovery) of losses on doubtful accounts as reported
   in Consolidated Statements of Cash Flows                            $ (139,013)
                                                                       ==========

</TABLE>
We will revise the 2004 data in applicable future filings, including
any amended filings, to include these items inadvertently omitted from
Schedule II.

The impairment of assets held for sale in 2003 were recorded in other
income (expense) as described in our response to comment number 32 and
was discussed in Management's Discussion and Analysis in the 2003 and
2004 Annual Reports.  In applicable future filings including any
amended filings, we will disclose the information as required by
paragraph 26 and 47 of SFAS 144 in a description of our other assets
balance sheet line item which contains the assets held for sale. The
disclosure will be as follows:

"Included in other assets is certain bottling equipment held for sale
that was acquired in Fiscal 2002 as part of the HNWC acquisition.
HNWC is a reporting unit within our beverage segment.  The equipment
was not in use at the time of the acquisition and was therefore
recorded in other assets as assets held for sale at its estimated fair
value, less the estimated cost to sell, in accordance with APB 16 (the
applicable purchase accounting guidance at that time).  In Fiscal
2003, after having difficulty selling the equipment due to saturation
of the bottling equipment market, we determined that the carrying
value of this equipment was too high based on prices for similar
equipment in the market place.  Therefore, we recorded an impairment
of $431,651 related to this equipment in other income (expense).  We
were unsuccessful in Fiscal 2004 in selling all of the equipment,
although we did sell portions and recognized an immaterial loss on the
sale.  We continue to respond to changes in the market place and the
equipment continues to be actively marketed at a price that is

                              -18-
reasonable and consistent with its carrying value."  For the Staff's
information, the carrying value of this equipment at September 2004
and September 2003 was $177,680 and $200,000, respectively, and
represented less than one half of one percent of total assets.


20.  PLEASE TELL US THE ITEMS AND THEIR AMOUNTS INCLUDED IN THE OTHER
LINE ITEM IN THE CASH FLOWS FROM OPERATING ACTIVITIES SECTION FOR EACH
PERIOD PRESENTED.  IF MATERIAL, PLEASE DISCLOSE THE ITEMS AND THEIR
AMOUNTS INCLUDED THE OTHER LINE ITEM FOR EACH PERIOD PRESENTED.

Response: The amount presented as "other" in cash flows from operating
activities is representative of the change in deferred taxes
associated with entries that impacted other comprehensive income
during fiscal 2004.  However, the change in deferred taxes in the
statement of cash flows agrees with the change in the deferred tax
balance sheet accounts.  In hindsight, the amount reported in "other"
would have been more appropriately reflected as a change in other
assets and other current assets in operating cash flows as these
represent the balance sheet line items that include marketable
securities and interest rate swaps.

While the amount is not material, we will reclassify this item in all
applicable future filings, including any amended filings, noting that
the amount will not impact the total amount reported as cash flows
from operations for Fiscal 2004.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
GENERAL

21.  PLEASE DISCLOSE ACCUMULATED BALANCES FOR EACH CLASSIFICATION OF
ACCUMULATED OTHER COMPREHENSIVE INCOME ON THE FACE OF YOUR BALANCE
SHEETS, IN YOUR STATEMENTS OF STOCKHOLDERS EQUITY OR IN THE NOTES TO
YOUR FINANCIAL STATEMENTS FOR EACH PERIODS PRESENTED.  SEE PARAGRAPH
26 OF SFAS 130.

Response: In applicable future filings, including any amended filings,
we will disclose the accumulated balances for each classification of
accumulated other comprehensive income in the notes to the
consolidated financial statements.








                              -19-




We advise the Staff that had the disclosure been included in the 2004
Annual Report it would have been as follows:

<TABLE>
<Caption>
                                 Unrealized       Interest       Accumulated
                                  gains on        rate swap       Other
                                 securities        mark-to      Comprehensive
                                                   -market         Income
                                 -------------------------------------------
<S>                                 <C>              <C>              <C>
Balance, September 28, 2001      $ 404,362        $       -       $  404,362
Current period change             (109,591)               -         (109,591)
                                 ---------        ---------       ----------
Balance, September 27, 2002        294,771                -          294,771
Current period change               (8,044)         (65,995)         (74,039)
                                 ---------        ---------       ----------
Balance, September 26, 2003        286,727          (65,995)         220,732
Current period change             (284,089)         123,257         (160,832)
                                 ---------        ---------       ----------
Balance, September 24, 2004      $   2,638        $  57,262       $   59,900
                                 =========        =========       ==========
</TABLE>


NOTE 1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(D) CASH AND ACCOUNTS PAYABLE, PAGE F-8

22.  PLEASE DISCLOSE WHETHER THE CHANGE IN BOOK OVERDRAFTS ARE
CLASSIFIED AS CASH FLOWS FROM OPERATING ACTIVITIES OR FINANCING
ACTIVITIES AND THEIR AMOUNTS FOR THE PERIODS PRESENTED.

Response:  Book overdrafts of $7.1 million and $4.8 million at
September 2004 and 2003 and are included in accounts payable as
disclosed on page F-8 in our Form 10-K and represent overdrafts per
our general ledger (or books).  As a result, they represent negative
book cash balances ("book overdrafts").  The book overdrafts consist
of outstanding checks issued against our controlled disbursement
accounts, but not yet presented to the bank for payment.  As discussed
below, these negative book overdrafts do not represent negative bank
balances or bank overdrafts.

Book overdrafts result from our cash management system in which our
main cash account is a controlled disbursement account that generally
maintains a zero balance.  When checks are issued from accounts
payable, the offset is to the book overdraft account that is a
component of the accounts payable line item in the balance sheet.
Because our book overdrafts are classified as accounts payable on our
balance sheet, the treatment in the Consolidated Statements of Cash
Flows is such that the change in the book overdrafts is classified as
cash flows from operating activities for all periods presented as a
part of the change in accounts payable.  Once checks are presented to
the bank, the amounts are funded from the revolving credit facility
and are classified as cash flows from financing activities.

                              -20-

In applicable future filings, included any amended filings we will
include as part of the Cash and Accounts Payable significant
accounting policy, the following disclosure:

"These outstanding checks (book overdrafts) are classified as cash
flows from operating activities in the Consolidated Statements of Cash
flows."

Regarding the cash flow presentation, the checks issued under our
controlled disbursement accounts substantially relate to payment for
payroll and operating expenses.  These constitute the primary
operating activities of our business.  For this reason and the fact
that our book overdrafts do not result in bank overdrafts, we believe
that presentation of these items as cash flow from operating
activities is appropriate under the circumstances.

23.  WE NOTE THAT YOU FUND OUTSTANDING CHECKS AS THEY CLEAR WITH
BORROWINGS UNDER YOUR REVOLVING CREDIT FACILITY.  PLEASE TELL US
WHETHER YOUR REVOLVING CREDIT AGREEMENT INCLUDES A REQUIREMENT TO USE
CUSTOMER REMITTANCES TO REPAY OUTSTANDING DEBT UNDER A LOCKBOX OR
OTHER ARRANGEMENTS.  IF SO, TELL US YOUR JUSTIFICATION IN GAAP FOR THE
LONG-TERM CLASSIFICATION OF A SIGNIFICANT PORTION OF DEBT OUTSTANDING
UNDER THE FACILITY.  PLEASE REFER TO EITF 95-22.

Response: The requirements of EITF 95-22 state that "the Task Force
reached a consensus that borrowings outstanding under a revolving
credit agreement that includes both a subjective acceleration clause
and a requirement to maintain a lock-box arrangement, whereby
remittances from the borrower's customers reduce the debt outstanding,
are considered short-term obligations."

While our current credit agreement (amended and restated in November
2004) includes provisions that require us to maintain a lockbox
arrangement with either the Senior Agent or a bank of which it has
approved, our initial assessment was that we did not believe that we
had a subjective acceleration clause.  This determination was based on
our understanding of the agreement and discussions and written
correspondence with the Bank.  Upon further examination, we have
determined that the credit agreement did, in fact, contain a
subjective acceleration clause due to a material adverse change clause
that appears to be more subjective than objective.  The current credit
agreement and our prior credit agreement contain similar material
adverse change language.  As a result, we advise the Staff that we
intend to amend our 2004 Form 10-K and our first quarter 2005 Form 10-
Q as soon as reasonably practicable to correctly report these amounts
as a current obligation.

We advise the Staff that in the past several weeks, we have negotiated
an amendment to our credit agreement that removes the requirement to
maintain a lockbox arrangement and replaces it with a "springing"
lockbox arrangement.   As a result, we are advising the Staff that in
Form 10-Q for the second quarter of 2005 we no longer believe that
EITF
                              -21-


95-22 is applicable to our arrangement and have classified the amounts
as long-term, except for the amounts expected to be paid down in the
next twelve months.

(G) INVENTORIES, PAGE F-9

24.  TELL US WHETHER INVENTORY COSTS AND THE COST OF SALES LINE ITEM
INCLUDE INBOUND FREIGHT CHARGES, PURCHASING AND RECEIVING COSTS,
INSPECTION COSTS AND WAREHOUSING COSTS.  IF YOU CURRENTLY EXCLUDE A
PORTION OF THESE COSTS FROM COST OF SALES OR EXCLUDE SHIPPING AND
HANDLING COSTS AND OTHER COSTS OF YOUR DISTRIBUTION NETWORK FROM COSTS
OF SALES, PLEASE DISCLOSE:

    -  THE LINE ITEMS THAT THE EXCLUDED COSTS ARE INCLUDED IN AND THE
       AMOUNTS INCLUDED IN EACH LINE ITEM FOR EACH PERIOD PRESENTED,
       AND

    -  IN MANAGEMENT'S DISCUSSION AND ANALYSIS THAT YOUR GROSS MARGINS
       MAY NOT BE COMPARABLE TO THOSE OF OTHER ENTITIES, SINCE SOME
       ENTITIES INCLUDE FULFILLMENT COSTS AND COSTS RELATED TO THEIR
       DISTRIBUTION NETWORK IN COST OF SALES.

Response: Inbound freight charges are included in the product cost and
are not billed separately by our vendors and therefore are part of the
cost of sales line item in the statement of operations. We consider
purchasing and receiving costs, inspection costs and warehousing costs
to be period expenses and do not treat them as an inventoriable costs.
However, in applicable future filings, including any amended filings,
we will disclose the line items in which the excluded costs are
included and the amounts included in each line item for each period
presented.  For the Staff's information, had we included the
disclosure in our 2004 Annual Report, our disclosure would have been
as follows:

"Included in selling, general and administrative expenses are $11.0
million, $10.8 million and $12.2 million, for Fiscal 2004, 2003 and
2002, respectively, of purchasing and receiving costs, inspection
costs, warehousing costs and cost of picking and loading customer
orders."

We will also disclose in our Management Discussion and Analysis that
our gross margins may not be comparable to those of other entities,
since some entities include fulfillment costs and costs related to
their distribution network in cost of sales.  Our discussion of gross
profit in Management's Discussion and Analysis we will include the
following disclosure:

"We include fulfillment costs and costs related to the distribution
network in selling, general and administrative costs.  Some entities
may classify such costs as a component of cost of sales. As a result,
our gross margins may not be comparable to those of other entities."

                              -22-

25.  PLEASE DISCLOSE THE COST ELEMENTS INCLUDED IN INVENTORIES OF YOUR
WHOLESALE MANUFACTURING AND RETAIL HEALTH FOOD SEGMENTS AND IN
MANUFACTURING OVERHEAD OF YOUR BEVERAGE SEGMENT.  SEE RULE 5-02(6)(B)
OF REGULATION S-X.

Response: In applicable future filings, including any amended filings,
assuming no significant changes in our business, our inventory
disclosure will be as follows: "The wholesale distribution and retail
health food segment inventories consist of finished products purchased
in bulk quantities to be redistributed to the Company's customers or
sold at retail.  The wholesale distribution operation's inventories
are stated at the lower of cost (last-in, first-out or "LIFO" method)
or market and consists of the cost of finished goods.  The retail
health food operation utilizes the retail LIFO inventory method of
accounting stated at the lower of cost (LIFO) or market and consists
of the cost of finished goods.  The beverage operation's inventories
are stated at the lower of cost (LIFO) or market and consist of raw
materials and finished goods.  The beverage operation's finished goods
inventory includes raw materials, related plant labor and
manufacturing overhead costs required to convert raw materials to
finished goods.  Raw materials inventory consists of pre-forms used to
make bottles, caps, labels and various packaging and shipping
materials.  The LIFO reserve at September 2004 and 2003 represents the
amount by which LIFO inventories were less than the amount of such
inventories valued on a first-in, first-out basis.  The liquidation of
certain LIFO layers decreased cost of goods sold by $0.1 million and
$1.5 million during fiscal 2004 and 2003, respectively.  An allowance
for obsolete inventory is maintained in the retail health food and
beverage segments to reflect the expected unsaleable or non-refundable
inventory based on evaluation of slow moving products and discontinued
products."


(O) REVENUE RECOGNITION, PAGE F-10

26.  PLEASE TELL US WHETHER YOU ACCRUE ESTIMATED FUTURE SALES RETURNS
IN ACCORDANCE WITH SFAS 5 AND RECORD ESTIMATED RETURNS AS A REDUCTION
OF SALES REVENUE AND COST OF SALES IN ACCORDANCE WITH SFAS 48.  IF SO,
PLEASE INCLUDE YOUR ALLOWANCE FOR SALES RETURNS IN SCHEDULE II AND
DISCLOSE THE AMOUNTS CHARGED TO COSTS AND EXPENSES AND TO NET SALES
FOR EACH PERIOD PRESENTED.

Response: We accrue estimated future sales returns in accordance with
SFAS 5 when it is both probable that an asset has been impaired or a
liability has been incurred at the date of the financial statements
and the amount of the loss can be reasonably estimated.  In
determining whether the amount can be reasonably estimated we consider
many factors, including the susceptibility of the product to external
factors and our return policies.  We also record estimated returns as
a reduction of sales revenue and costs of sales in accordance with
SFAS 48.  We advise the Staff that based on our wholesale and retail

                              -23-

segment return policies which mandate that we do not accept sales
returns unless they can either be placed back into inventory or such
that we can receive credit from the vendor, our exposure in terms of
sales and gross profit for these segments, is less than $0.4 million
and $0.1 million, respectively, at September 24, 2004.  Additionally,
in the beverage segment, sales returns for fiscal year 2004 were less
than $0.1 million.  In aggregate we believe these amounts are
immaterial to our financial statements.

In addition to the amounts being immaterial, we do not believe that
sales returns and allowances should be included in Schedule II -
Valuation and Qualifying Accounts, as we do not believe these items
were contemplated as a valuation and qualifying account under rules 5-
04(c) and 12-09 of Regulation S-X.  Our sales returns and allowances
are recorded as a deduction from sales with a corresponding amount
recorded to accrued liabilities rather then as a deduction of an asset
or a liability.  FASB Concepts Statement No. 6, Elements of Financial
Statements, paragraph 43, defines a valuation account as a separate
item that reduces or increases the carrying amount of an asset or a
liability.  Based on this definition, we do not believe that our sales
returns and allowance account is a valuation account and should not be
included in Schedule II.

NOTE 4.  STOCKHOLDERS' EQUITY, PAGE F-20

27.  RULE 5-02.28 OF REGULATION S-X REQUIRES SECURITIES WITH
REDEMPTION FEATURES THAT ARE NOT SOLELY WITHIN THE CONTROL OF THE
ISSUER TO BE CLASSIFIED OUTSIDE OF PERMANENT EQUITY.  PLEASE PROVIDE
TO US YOUR EVALUATION OF THE EACH OF THE EVENTS THAT COULD TRIGGER
REDEMPTION OF YOUR SERIES A AND SERIES B PREFERRED STOCK IN
DETERMINING THE CLASSIFICATION OF THE PREFERRED STOCK, AND WHY YOU
BELIEVE THAT THE OCCURRENCE OF THE TRIGGERING REDEMPTION EVENTS ARE
SOLELY WITHIN YOUR CONTROL.  PLEASE DISCLOSE WHY IT IS NOT PROBABLE
THE PREFERRED SECURITIES WILL BECOME REDEEMABLE IN THE FUTURE AS A
RESULT OF THEIR CONDITIONAL REDEMPTION FEATURES OR DISCLOSE YOUR
ACCOUNTING POLICY FOR RECOGNIZING THE DIFFERENCE BETWEEN THE CARRYING
VALUE AND REDEMPTION VALUE OF THE SECURITIES.  PLEASE REFER TO EITF D-
98.

Response: We advise the Staff that as a result of your comment, we
have considered the application of EITF D-98 to the Series A and B
Preferred Stock which requires that "securities with redemption
features that are not solely within the control of the issuer to be
classified outside of permanent equity.  The SEC staff believes that
all of the events that could trigger redemption should be evaluated
separately and that the possibility that any triggering event that is
not solely within the control of the issuer could occur - without
regard to probability - would require the security to be classified
outside of permanent equity" and have determined that classification
outside of permanent equity is appropriate because there is a chance
that redemption could be triggered by the holders.  We will amend

                              -24-

our Form 10-K for the year ended September 24, 2004 and Form 10-Q for
the quarter ended December 31, 2004 as soon as reasonably practicable
to correctly present these items outside of permanent equity.

We advise the staff that there are four events that could trigger
redemption of our Series A and Series B Preferred Stock as follows:

Section 6.  Redemption Due to Certain Events.

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

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

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

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

        iv.  bankruptcy, insolvency, reorganization or liquidation
             proceedings or other proceedings for the relief of
             debtors shall be instituted by or against the Corporation
             and if instituted against the Corporation by a third
             party, shall not be dismissed within 120 days of their
             initiation;

The term "Change of Control of the Corporation" used in clause (i)
above means any of the following:  (A) the making of a tender or
exchange offer by any person or entity or group of associated persons
or entities (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934) (a "Person") (other than the
Corporation or its subsidiaries) for shares of Common Stock pursuant
to which purchases are made of securities representing at least fifty
percent (50%) of the total combined voting power of the then issued
and outstanding Voting Stock of the Corporation; (B) the merger or
consolidation of the Corporation with, or the sale or disposition of
all or substantially all of the assets of the Corporation, to any
Person other than (a) a merger or consolidation which would result in
the Voting Stock of the Corporation outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by

                              -25-


being converted into Voting Stock of the surviving or parent entity)
fifty percent (50%) or more of the combined voting power of the Voting
Stock of the Corporation or such surviving or parent entity
outstanding immediately after such merger or consolidation; or (b) a
merger or consolidation effected to implement a recapitalization of
the Corporation (or similar transaction) in which no Person is or
becomes the beneficial owner, directly or indirectly (as determined
under Rule 13d-3 promulgated under the Securities Exchange Act of
1934), of securities representing fifty percent (50%) or more of the
combined voting power of the Voting Stock of the Corporation; (C) if;
at any time within a two-year period following the acquisition by any
Person of direct or indirect beneficial ownership (as determined under
Rule 13d-3 promulgated under the Securities Exchange Act of 1934), in
the aggregate, of securities of the Corporation representing forty
percent (40%) or more of the total combined voting power of the then
issued and outstanding Voting Stock of the Corporation, the persons
who at the time of such acquisition constitute the Board of Directors
cease for any reason whatsoever to constitute a majority of the Board
of Directors; (D) the acquisition of direct or indirect beneficial
ownership (as determined under Rule 13d-3 promulgated under the
Securities Exchange Act of 1934), in the aggregate, of securities of
the Corporation representing fifty percent (50%) or more of the
outstanding Voting Stock of the Corporation by any person or group of
persons acting in concert; or (E) the approval by the shareholders of
the Corporation of any plan or proposal for the complete liquidation
or dissolution of the Corporation or for the sale of all or
substantially all of the assets of the Corporation.

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

Our evaluation is such that the redemption events under Section 6 (a)
(i) and (ii) are not solely within our control even though the
likelihood of redemption is not probable as described below.  We also
believe that items (iii) and (iv) represent ordinary liquidation
events and are not contemplated by EITF D-98 as being outside of our
control.

We advise the staff that as result of your comment we will also
disclose in applicable future filings, including any amended filings,
why it is not probable that the preferred securities will become
redeemable in the future as follows:

"The Company believes that redemption of these securities by the
holders is not probable based on the following evaluation.  As shown

                              -26-
in the table under the caption "Ownership of Our Common Stock By Our
Directors And Executive Officers And Other Principal Stockholders," in
our proxy statement, our executive officers and directors as a group
own approximately 64% of the outstanding common stock.  Mr. William
Wright, who has been AMCON's Chairman of the Board and Chief Executive
Officer from the time AMCON was originally founded, beneficially owns
31% of the outstanding common stock without giving effect to shares
owned by his adult children.  There is an identity of interest among
AMCON and its officers and directors for purposes of the determination
of whether the triggering redemption events described above are within
the control of AMCON since AMCON can only make decisions on control or
other matters through those persons.  Moreover, the Series A Preferred
Stock is owned by Mr. Wright and a private equity firm of which Mr.
Petersen, one of our long-standing directors, is a large owner.  In
addition, the Series B Preferred Stock is owned by an institutional
investor which has elected its representative to AMCON's Board of
Directors pursuant to voting rights in the Certificate of Designation
creating the Series B Preferred Stock.  The Series A and Series B
Preferred Stock is thus in friendly hands with no expectation that
there would be any effort by the holders of such preferred stock to
seek optional redemption without the Board being supportive of the
events that may trigger that right.  In view of the foregoing, the
Company believes that it is not probable under Rule 5-02.28 of
Regulation S-X that either Series A or Series B Preferred Stock will
become redeemable in the future as a result of redemption features
described above."

NOTE 5.  EARNINGS (LOSS) PER SHARE, PAGE F-20

28.  PLEASE DISCLOSE THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE
UPON CONVERSION OF PREFERRED STOCK THAT WERE NOT INCLUDED IN THE
COMPUTATION OF DILUTED EARNINGS PER SHARE BECAUSE TO DO SO WOULD HAVE
BEEN ANTIDILUTIVE.  SEE PARAGRAPH 40.C OF SFAS 128.

Response: The last sentence of the first paragraph in Footnote 5 to
the Notes to the Consolidated Financial Statements on page F-20 is as
follows:

"Stock options outstanding at fiscal year end 2004, 2003 and 2002,
respectively, which were not included in the computations of diluted
earnings per share because the option's exercise price was greater
than the average market price of the common shares totaled 113,921,
29,773 and 24,058 with average exercise prices of $32.92, $40.47 and
$48.28 respectively."

Included in the 113,921 antidilutive common shares are 82,481 common
shares which represents the number of common shares that are
antidilutive and would be issued if the convertible preferred stock is
converted thereby complying with paragraph 40.c of SFAS 128. In

                              -27-



applicable future filings, including any amended filings, we will
revise our disclosure as follows to indicate that the convertible
preferred stock antidilutive shares are included.

"Stock options and potentially dilutive securities outstanding at
fiscal year end 2004, 2003 and 2002, respectively, which were not
included in the computations of diluted earnings per share because the
option's exercise price or the securities conversion price was greater
than the average market price of the common shares totaled 113,921,
29,773 and 24,058 with average exercise prices of $32.92, $40.47 and
$48.28 respectively."

NOTE 7.  FIXED ASSETS, NET, PAGE F-21

29.  PLEASE DISCLOSE DEPRECIATION EXPENSE FOR EACH PERIOD PRESENTED AS
REQUIRED BY PARAGRAPH 5 OF APB 12.

Response: Our current disclosure of depreciation is aggregated with
amortization amounts and is made in the Consolidated Statements of
Cash Flows and Note 21 "Business Segments" in the Notes to the
Consolidated Financial Statements Statement. Our intent was to meet
the requirement of APB 12 paragraph 5 through disclosure of
depreciation and amortization in these two portions of our filing.  In
applicable future filings, including any amended filings, we will
segregate depreciation from amortization in the Statement of Cash
Flows and the Business Segment footnote in order to clarify our
disclosure. For the Staff's information, amortization expense was
$295,339, $383,744 and $1,283,334 for fiscal 2004, 2003 and 2002,
respectively.

NOTE 9.  OTHER INTANGIBLE ASSETS, PAGE F-23

30.  PLEASE DISCLOSE THE ESTIMATED AGGREGATE AMORTIZATION EXPENSE FOR
EACH OF THE FIVE SUCCEEDING FISCAL YEARS AS REQUIRED BY PARAGRAPH
45.A(3) OF SFAS 142.

Response: We recognize the need for disclosure of the estimated
aggregate amortization expense for each of the five succeeding fiscal
years as required by paragraph 45.a(3) of SFAS 142 and in fact, have
included the appropriate disclosure in Form 10-Q for the quarter ended
December 31, 2004.  We intend to continue to include the schedule in
all of our applicable future filings, including any amended filings.

NOTE 11.  LONG-TERM OBLIGATIONS, PAGE F-25

31.  PLEASE DISCLOSE WHETHER YOU WERE IN COMPLIANCE WITH THE TERMS AND
COVENANTS OF YOUR REVOLVING CREDIT FACILITY AND THE EFFECTS OF
NONCOMPLIANCE WITH SUCH TERMS AND COVENANTS.

Response: In the second full paragraph on page 22 of our 2004 Annual
Report as part of our "Liquidity and Capital Resources" discussion for

                              -28-

the year ended September 24, 2004 we disclosed the fact that we were
in compliance with the terms and covenants of our revolving credit
facility.  On Form 10-Q in the first quarter ended December 31, 2004
we enhanced our discussion of the terms and covenants, as amended and
the fact that we were not in compliance with the original covenants
and had obtained a waiver from the Senior Agent in both the "Liquidity
and Capital Resource" discussion on page 26 and in the footnotes to
the Condensed Consolidated Financial Statements on page 15.

NOTE 13.  OTHER INCOME, PAGE F-28

32.  THE IMPAIRMENT LOSSES AND SETTLEMENT PROCEEDS ON YOUR FORMER
LEASED FACILITY SHOULD BE CLASSIFIED IN (LOSS) INCOME FROM OPERATIONS.
PLEASE RECLASSIFY THESE ITEMS.

Response: In Fiscal 2004 and Fiscal 2002 there were no impairment
losses or settlement proceeds recorded in other income.  In Fiscal
2003 there was $132,113 recorded in other income for the settlement on
a former distribution facility and $431,651 of impairment losses
recorded in other income as an expense item.  We believe these costs
are properly included in other income because neither item was
directly tied to operational decisions as follows:

We purchased a new distribution center in Quincy, IL in June 2001.
Due to relatively close proximity of the two distribution centers, the
decision was made in 2001 to vacate and close our St. Louis
distribution facility.  This was done in late 2001.  We continued to
pay rent on the St. Louis distribution facility in accordance with the
lease agreement until the St. Louis Airport Authority condemned the
property to use as part of its airport expansion.  Then, in 2003, we
were informed that payments were being made to tenants of property
condemned by the Airport Authority.  Even though we had already closed
the facility due to unrelated circumstances, we found that we could
qualify for a settlement.  We filed the paperwork and negotiated a
settlement of $132,113 in fiscal 2003.  Due to the fact that receipt
of the settlement proceeds was unrelated to our decision to close the
St. Louis facility, we believe that the settlement proceeds are
properly classified as other income.

The $431,651 impairment loss in fiscal 2003 was related to equipment
that was acquired in the acquisition of Hawaiian Natural Water
Company, Inc. in December 2001.  The equipment was not in use at the
time of the acquisition and was classified using the purchase method
of accounting at its fair market value as assets held for sale in the
opening balance sheet.  The assets were never used in operations but
were reviewed for impairment on a quarterly and annual basis.  In
fiscal 2003, this review indicated that the fair market value had
decreased, so an impairment charge was recorded.  Since the assets
were never used in operations, we believe that the impairment was
properly classified as other expense.

                              -29-


NOTE 17.  COMMITMENTS AND CONTINGENCIES, PAGE F-32

33.  PLEASE DISCLOSE, FOR EACH EXIT AND DISPOSAL ACTIVITY, THE TOTAL
AMOUNT OF COSTS EXPECTED TO BE INCURRED, THE AMOUNT OF COSTS INCURRED
FOR EACH PERIOD, AND THE CUMULATIVE AMOUNT OF COSTS INCURRED TO DATE.
PLEASE ALSO DISCLOSE THE LINE ITEM IN YOUR STATEMENTS OF OPERATIONS
THAT INCLUDES THE EXIT COSTS AND PROVIDE A RECONCILIATION OF YOUR
LIABILITY BALANCES RELATED TO EXIT AND DISPOSAL ACTIVITIES FOR EACH
PERIOD SHOWING SEPARATELY THE CHANGES DURING THE PERIOD ATTRIBUTABLE
TO COSTS INCURRED, COSTS PAID OR OTHERWISE SETTLED AND ANY ADJUSTMENTS
WITH AN EXPLANATION OF THE REASONS FOR THE ADJUSTMENTS.  PLEASE REFER
TO PARAGRAPH 20 OF SFAS 146.

Response: The most recent exit and disposal activity occurred in
fiscal 2001 as disclosed in our 2003 Annual Report. The discontinued
operations were removed from the 2004 Annual Report since it was
outside of the three years statements of operations that were required
to be presented.

The provisions of SFAS 146 are effective for exit or disposal
activities that are initiated after December 31, 2002, with early
application encouraged.  Because this transaction occurred in March
2001, we do not believe that the requirements of SFAS 146 are
applicable.  In addition, we believe that we met the disclosure
requirements of APB 30 related to this transaction.

We advise the Staff that at September 24, 2004 the balance in "Current
Portion of Discontinued Operations" reported separately on the face of
the balance sheet was $107,000 and consisted entirely of liabilities
associated with disputed business equipment leases.  In 2002, we
terminated the lease on one of our facilities associated with this
exit activity for $1.5 million and charged the settlement against the
discontinued operations reserve.  In 2004, we successfully negotiated
the subletting of our last remaining facility associated with this
exit activity.  Our rent payments on this facility are less than
$100,000 on an annual basis of which we have offset the entire amount
by the receipts from the sublease.

           FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2004

GENERAL

34.  PLEASE INCLUDE THE INFORMATION REQUIRED BY ITEMS 4 AND 5 OF PART
II OR INCLUDE THE NUMBER AND CAPTION OF THE ITEM AND A STATEMENT THAT
THE ITEM IS INAPPLICABLE.

Response: For the quarter ended December 31, 2004, Item 4 "Submission
of Matters to a Vote of Security Holders" and Item 5 "Other
Information" were not applicable and as such were omitted from our
filing on Form 10-Q.  In applicable future filings, including any

                              -30-


amended filings, we will include the number and caption of all items
required by the applicable form, even if an item is inapplicable and
in the appropriate circumstances will indicate when such items are not
applicable.

ITEM 4.  CONTROLS AND PROCEDURES, PAGE 29

35.  YOU ARE PERMITTED TO INDICATE THAT DISCLOSURE CONTROLS AND
PROCEDURES ARE DESIGNED ONLY TO PROVIDE "REASONABLE ASSURANCE" THAT
THE CONTROLS AND PROCEDURES WILL MEET THEIR OBJECTIVES.  HOWEVER, ITEM
307 OF REGULATION S-K REQUIRES DISCLOSURE OF THE CONCLUSIONS OF YOUR
PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL OFFICERS REGARDING THE
EFFECTIVENESS OF YOUR DISCLOSURE CONTROLS AND PROCEDURES AS OF THE END
OF THE PERIOD BASED ON THEIR EVALUATION.  THE CONCLUSION BY YOUR
PRINCIPAL EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER THAT YOUR
DISCLOSURE CONTROLS AND PROCEDURES AS DESIGNED AND IMPLEMENTED
PROVIDED REASONABLE ASSURANCE THAT THE DISCLOSURE CONTROLS AND
PROCEDURES ARE EFFECTIVE DOES NOT COMPLY WITH THE REQUIREMENTS OF ITEM
307.  PLEASE REVISE YOUR DISCLOSURE TO STATE THE OFFICERS HAVE
CONCLUDED THAT YOUR DISCLOSURE CONTROLS AND PROCEDURES ARE "EFFECTIVE"
AS OF THE END OF THE PERIOD AT THE REASONABLE ASSURANCE LEVEL.  SEE
SECTION II.F.4. OF SEC RELEASE NO. 34-47986.

Response:  In future filings, except for instances where we identified
a material weakness, we expect that Item 4 Controls and Procedures
will read as follows.

"The Company maintains disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are
designed to ensure that information required to be disclosed in the
Company's reports under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the rules
and forms of the Securities and Exchange Commission, and that such
information is accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosures.  Any controls and procedures, no matter how well designed
and operated, can provide only reasonable assurance of achieving the
desired control objectives.  The Company's management, including the
Company's Principal Executive Officer and Chief Financial Officer,
reviewed and evaluated the effectiveness of the design and operation
of the Company's disclosure controls and procedures as of the end of
the period covered by this report.  There have been no significant
changes in the Company's disclosure controls and procedures or in
other factors that could significantly affect the Company's disclosure
controls and procedures subsequent to the date of their evaluation.
There were no material weaknesses identified in the course of such
review and evaluation and, therefore, no corrective measures were
taken by the Company.  Based on that evaluation and subject to the
foregoing, the Principal Executive Officer and Chief Financial Officer
have concluded that the Company's current disclosure controls and
procedures, as designed and implemented, are effective, as of the end

                              -31-


of the period covered by this report, at the reasonable assurance
level."

Should you have any additional questions regarding these matters
please feel free to contact me.

Sincerely,



/s/ Michael D. James
------------------------
Michael D. James
Vice President and
Chief Financial Officer














                              -32-
</TEXT>
</DOCUMENT>
