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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000928465-05-000043.txt : 20060912
<SEC-HEADER>0000928465-05-000043.hdr.sgml : 20060912
<ACCEPTANCE-DATETIME>20050708130323
<PRIVATE-TO-PUBLIC>
ACCESSION NUMBER:		0000928465-05-000043
CONFORMED SUBMISSION TYPE:	CORRESP
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20050708

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMCON DISTRIBUTING CO
		CENTRAL INDEX KEY:			0000928465
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-GROCERIES & GENERAL LINE [5141]
		IRS NUMBER:				470702918
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930

	FILING VALUES:
		FORM TYPE:		CORRESP

	BUSINESS ADDRESS:	
		STREET 1:		7405 IRVINGTON ROAD
		STREET 2:		POST OFFICE BOX 641940 (68164-7940)
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68122
		BUSINESS PHONE:		4023313727

	MAIL ADDRESS:	
		STREET 1:		7405 IRVINGTON ROAD
		STREET 2:		POST OFFICE BOX 641940 (68164-7940)
		CITY:			OMAHA
		STATE:			NE
		ZIP:			68122
</SEC-HEADER>
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

July 8, 2005

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

Re: Form 10-K for the Fiscal Year Ended September 24, 2004
    Form 10-Q for the Quarter Ended December 31, 2004
    File No. 1-15589

Dear Mr. Moran:

We have received the staff's comment letter dated June 17, 2005 and
our response to each of those comments is set forth below:

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

PART IV
ITEM 15-EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-
K, PAGE 18 (A)(3) EXHIBITS, PAGE 19

1.  WE NOTE YOUR RESPONSE TO COMMENT 8 IN OUR LETTER DATED MARCH 25,
2005.  PLEASE INDICATE IN THE EXHIBIT INDEX THOSE CONTRACTS THAT ARE
MANAGEMENT CONTRACTS OR COMPENSATION PLANS OR ARRANGEMENTS AS REQUIRED
BY PARAGRAPH (A)(3) OF ITEM 601 OF REGULATION S-K.  THE ADDITIONAL
EXHIBIT REFERRED TO IN YOUR RESPONSE IS NOT REQUIRED BY ITEM 601 OF
REGULATION S-K.

Response: In applicable future filings, including the amended filings
discussed in comment 2 to this letter, we will indicate in the exhibit
index those contracts that are management contracts or compensation
plans or arrangements.  We advise the Staff that in the exhibit index
for Form 10-K for the year ended September 24, 2004 that exhibits
10.4, 10.5, 10.6 and 10.7 were management contracts or compensation
plans or arrangements.

                       2004 ANNUAL REPORT

CONSOLIDATED FINANCIAL STATEMENTS, PAGE F-1
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, PAGE F-7
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, PAGE F-7
(D) CASH AND ACCOUNTS PAYABLE, PAGE F-8
NOTE 4.  STOCKHOLDERS' EQUITY, PAGE 20

2.  WE NOTE YOUR RESPONSE TO COMMENTS 23 AND 27 IN OUR LETTER
DATED MARCH 25, 2005.  PLEASE FILE THE AMENDMENTS TO YOUR FORM
10-K AND FORM 10-Q TO CORRECT THE CLASSIFICATION ERRORS IN YOUR
FINANCIAL STATEMENTS.  WITH RESPECT TO THE AMENDMENTS, PLEASE:

                             -1-


    - DISCLOSE IN A FOOTNOTE YOUR PRIOR CLASSIFICATIONS AND YOUR
      REVISED CLASSIFICATIONS AND THE AS REPORTED AND AS RESTATED
      AMOUNTS SO THAT READERS WILL UNDERSTAND THE IMPACT OF THE
      CORRECTIONS ON YOUR FINANCIAL STATEMENTS; AND

    - INCLUDE A DISCUSSION OF THE RESTATEMENTS IN ITEM 8A AND
      CURRENTLY DATED AND SIGNED CERTIFICATIONS REQUIRED BY ITEM
      601(B)(31) AND (32) OF REGULATION S-K.

Response: We advise the Staff that we intend to file the
amendments to Form 10-K and Form 10-Q to correct the
classification errors in our financial statements as soon as
practicable after the comment letter process has concluded.  In
the amendments we intend to disclose in a footnote our prior
classifications and our revised classifications and the as
reported and as restated amounts so that readers will understand
the impact of the corrections on our financial statements.  In
addition, we will include a discussion of the restatements in
Item 9A of the amended Form 10-K and in Part I, Item 4 of the
amended Form 10-Q.  We will also include currently dated and
signed certifications required by Item 601(b)(31) and (32) of
Regulation S-K.

NOTE 13.  OTHER INCOME, PAGE F-28

3.  WE NOTE YOUR RESPONSE TO COMMENT 32 IN OUR LETTER DATED MARCH
25, 2005.  A GAIN OR LOSS ON SALE OF LONG-LIVED ASSETS THAT IS
NOT A COMPONENT OF AN ENTITY SHOULD BE INCLUDED IN INCOME FROM
OPERATIONS.  SEE PARAGRAPH 45 OF FAS 144.  PLEASE REVISE TO
RECLASSIFY THE IMPAIRMENT LOSS INCLUDED IN OTHER INCOME, NET TO
(LOSS) INCOME FROM OPERATIONS.

Response: In all applicable future filings, including the amended
filings discussed in comment 2 in this letter, we will reclassify
the impairment loss included in other income, net to (loss)
income from operations.

FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 2004
ITEM 4. CONTROLS AND PROCEDURES, PAGE 29

4.  WE NOTE YOUR RESPONSE TO COMMENT 35 IN OUR LETTER DATED MARCH
25, 2005.  IT APPEARS THE PROPOSED REVISION RELATED TO THE
CONCLUSIONS OF YOUR PRINCIPAL EXECUTIVE AND PRINCIPAL FINANCIAL
OFFICERS REGARDING THE EFFECTIVENESS OF YOUR DISCLOSURE CONTROLS
AND PROCEDURES IS QUALIFIED.  PLEASE DO NOT INCLUDE A
QUALIFICATION SUCH AS "AND SUBJECT TO THE FOREGOING" IN THE

                             -2-

DISCLOSURE REQUIRED BY ITEM 307 OF REGULATION S-K.  PLEASE AMEND
YOUR FILING TO DELETE THE QUALIFICATION.

Response: In all applicable future filings, including the amended
filings discussed in comment 2 in this letter, we will remove the
"and subject to the foregoing" language related to the
conclusions of our principal executive and principal financial
officers regarding the effectiveness of our disclosure controls
and procedures.

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

                             -3-


</TEXT>
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</SEC-DOCUMENT>
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