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<SEC-DOCUMENT>0000928465-07-000066.txt : 20071212
<SEC-HEADER>0000928465-07-000066.hdr.sgml : 20071212
<ACCEPTANCE-DATETIME>20071212161948
ACCESSION NUMBER:		0000928465-07-000066
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20071206
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20071212
DATE AS OF CHANGE:		20071212

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-15589
		FILM NUMBER:		071301999

	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>8-K
<SEQUENCE>1
<FILENAME>form8krststock12062007.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                             SECURITIES ACT OF 1934


      Date of Report (Date of earliest event reported) December 6, 2007
      -------------------------------------------------------------------


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


   DELAWARE                         1-15589                    47-0702918
- ------------------------------------------------------------------------------
(State or other                   (Commission                (IRS Employer
jurisdiction of                   File Number)             Identification No.)
incorporation)


                       7405 Irvington Road, Omaha, NE 68122
                       ------------------------------------
                (Address of principal executive offices) (Zip Code)


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


                                 Not Applicable
                                 --------------
          (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

    Written communications pursuant to Rule 425 under the Securities Act
- ---(17 CFR 230.425)
    Soliciting material pursuant to Rule 14a-12 under the Exchange Act
- ---(17 CFR 240.14a-12)
    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
- --- Act(17 CFR 240.14d-2(b))
    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
- --- Act (17 CFR 240.13e-4(c))



Item 3.02 Unregistered Sales of Equity Securities.

As more fully described in Item 5.02 of this report, on December 6, 2007, the
compensation committee of the board of directors of our company, AMCON
Distributing Company, authorized and approved the issuance of a total of
24,000 shares of our company's common stock pursuant to awards of restricted
stock granted under the AMCON Distributing Company 2007 Omnibus Incentive
Plan.  These shares of restricted stock were issued on December 6, 2007 to
four of our executives in furtherance of the plan's purpose of (i)
encouraging employees of our company and its affiliates to acquire a
proprietary and vested interest in the growth and performance of our company,
and (ii) assisting in the retention of employees by providing them with the
opportunity to participate in the success and profitability of our company.
The recipients of the shares did not otherwise pay or agree to provide any
consideration to our company for the shares of restricted stock issued to
them.

The issuance of the shares of restricted stock was made in reliance on the
exemption from registration provided by Section 4(2) of the Securities Act of
1933.  The issuance was an isolated transaction made without general
solicitation or advertising, and the recipients were accredited investors and
otherwise were provided with access to material information concerning our
company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.

On December 6, 2007, the compensation committee of the board of directors of
our company, AMCON Distributing Company, authorized and approved the issuance
of a total of 24,000 shares of our company's common stock pursuant to awards
of restricted stock granted under the AMCON Distributing Company 2007 Omnibus
Incentive Plan.  These awards were granted on December 6, 2007 to the four
executive officers identified below, with the number of shares of restricted
stock granted to each such officer being set forth opposite such officer's
name.

Name and Principal Position         Restricted Shares Awarded
- ---------------------------         -------------------------
Christopher H. Atayan
Chief Executive Officer and
Vice Chairman of our company                  15,000

Eric J. Hinkefent
President of Chamberlin's
Natural Foods, Inc. and of
Health Food Associates, Inc.                   5,000

Andrew C. Plummer
Vice President, Secretary and
Chief Financial Officer of
our company                                    2,000





Philip E. Campbell
Senior Vice President   Planning
and Compliance of our company                  2,000
                                              ------
Total                                         24,000


The shares of restricted stock may not be sold, assigned, or otherwise
transferred by any award recipient prior to the vesting date for such shares.
Subject to earlier forfeiture under the limited circumstances specified in
the Plan and the Restricted Stock Award Agreement for the respective award
recipients, the restricted stock awards will vest one-third on October 16,
2008, one-third on October 16, 2009, and one-third on October 16, 2010.

The award recipient will be entitled to exercise all voting rights and to
receive all dividends or other distributions with respect to the shares
awarded to him.  However, any cash dividends payable with respect to unvested
shares of restricted stock will be held in escrow by our company and subject
to the same conditions regarding vesting as the shares of restricted stock.

The 24,000 shares of our company's common stock issued pursuant to the Plan,
as described in this report, were issued in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of 1933.

The descriptions in this report of the awards made pursuant to the Plan do
not purport to be complete and are qualified in their entirety by reference
to the full text of our company's 2007 Omnibus Incentive Plan and of the
Restricted Stock Award Agreements for the respective award recipients, copies
of which are filed as exhibits to this report and are incorporated herein by
reference.

ITEM 9.01.   Financial Statements and Exhibits.

         (d) Exhibits

         EXHIBIT NO.       DESCRIPTION

         Exhibit 10.1      AMCON Distributing Company 2007 Omnibus Incentive
                           Plan (filed as Exhibit 10.12 to our Company's
                           annual report on Form 10-K filed November 9, 2007
                           and incorporated herein by reference).

         Exhibit 10.2      Restricted Stock Award Agreement, dated December
                           6, 2007, between AMCON Distributing Company and
                           Christopher H. Atayan.

         Exhibit 10.3      Restricted Stock Award Agreement, dated December
                           6, 2007, between AMCON Distributing Company and
                           Eric J. Hinkefent.

         Exhibit 10.4      Restricted Stock Award Agreement, dated December
                           6, 2007, between AMCON Distributing Company and
                           Andrew C. Plummer.

         Exhibit 10.5      Restricted Stock Award Agreement, dated December
                           6, 2007, between AMCON Distributing Company and
                           Philip E. Campbell.

                                   SIGNATURE

Pursuant to the requirements of the Securities and 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: December 12, 2007         By :     Andrew C. Plummer
                                         -------------------------
                                Name:    Andrew C. Plummer
                                Title:   Vice President & Chief
                                           Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex102.txt
<DESCRIPTION>ATAYAN AGREEMENT
<TEXT>
                             EXHIBIT 10.2


                     AMCON DISTRIBUTING COMPANY
                     2007 OMNIBUS INCENTIVE PLAN

                 RESTRICTED STOCK AWARD AGREEMENT



Date of Grant: December 6, 2007

Number of Restricted Shares Granted: Fifteen Thousand (15,000)

This Restricted Stock Award Agreement, dated December 6, 2007 (this
"Award Agreement"), is made by and between AMCON Distributing Company,
a Delaware corporation (the "Company"), and Christopher H. Atayan
("Participant").

                             RECITALS:

A.  Effective April 17, 2007, the Company's stockholders approved the
AMCON Distributing Company 2007 Omnibus Incentive Plan (the "Plan")
pursuant to which the Company may, from time to time, grant Shares of
Restricted Stock to eligible Service Providers of the Company.

B.  Participant is a Service Provider of the Company or one of its
Affiliates and the Company desires to encourage him to own Shares and
to give him added incentive to advance the interests of the Company,
and desires to grant Participant shares of Restricted Stock of the
Company under the terms and conditions established by the Committee.

                            AGREEMENT:

In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

1.  INCORPORATION OF PLAN.  All provisions of this Award Agreement and
the rights of Participant hereunder are subject in all respects to the
provisions of the Plan and the powers of the Committee therein
provided.  Capitalized terms used in this Award Agreement but not
defined shall have the meaning set forth in the Plan.

2.  GRANT OF RESTRICTED STOCK.  Subject to the conditions and
restrictions set forth in this Award Agreement and in the Plan, the
Company hereby grants to Participant that number of Shares of
Restricted Stock identified above opposite the heading "Number of
Restricted Shares Granted" (the "Restricted Shares").

3.  RESTRICTIONS ON TRANSFER; VESTING DATE.  Subject to any exceptions
set forth in this Award Agreement or in the Plan, the Restricted
Shares or the rights relating thereto may not be sold, transferred,
gifted, bequeathed, pledged, assigned, or otherwise alienated or
hypothecated, voluntarily or involuntarily, prior to the vesting date
for such Restricted Shares identified below (the "Vesting Date").  On
the Vesting Date, such restriction on transfer shall lapse and the
Restricted Shares, if not previously forfeited pursuant to Section 4
below, will become freely transferable under this Award Agreement and
the Plan, subject only to such further limitations on transfer, if
any, as may exist under applicable law or any other agreement binding
upon Participant.  Subject to any exceptions listed in this Award
Agreement or in the Plan, the Restricted Shares shall become vested in
accordance with the schedule set forth below:

         VESTING DATE           PERCENTAGE OF SHARES VESTED
       October 16, 2008                    33 1/3%
       October 16, 2009                    33 1/3%
       October 16, 2010                    33 1/3%

Notwithstanding the foregoing, (i) the Committee may, in its sole
discretion, accelerate the Vesting Date for any or all of the
Restricted Shares, if in its judgment the performance of Participant
has warranted such acceleration and/or such acceleration is in the
best interests of the Company, and (ii) if Participant's position as a
Service Provider with the Company or any of its Affiliates is
terminated by the Company or such Affiliate without Cause or by reason
of the Participant's death or Disability, the Vesting Date for all of
the Restricted Shares automatically will be accelerated to the date of
Participant's termination as a Service Provider.  If the Participant
voluntarily terminates their position as a Service Provider with the
Company, the portion of Restricted Shares that are unvested shall be
forfeited and full ownership of such Restricted Shares and rights will
revert to the Company.  For purposes of this Award Agreement, "Cause"
means any act or failure to act by the Participant that constitutes
willful misconduct or gross negligence.

4.  FORFEITURE PRIOR TO VESTING.  Unless otherwise provided below, if
Participant's position as a Service Provider with the Company or any
of its Affiliates is terminated by the Company or any such Affiliate
for Cause prior to the Vesting Date for one or more of the Restricted
Shares, Participant will thereupon immediately forfeit any and all
unvested Restricted Shares, and the full ownership of such Restricted
Shares and rights will revert to the Company.  Upon such forfeiture,
Participant shall have no further rights under this Award Agreement.
For purposes of this Award Agreement, transfer of employment between
the Company and any of its Affiliates (or between Affiliates) does not
constitute a termination of Participant's position as a Service
Provider.   If the Participant voluntarily terminates their position
as a Service Provider with the Company, the portion of Restricted
Shares that are unvested shall be forfeited and full ownership of such
Restricted Shares and rights will revert to the Company.

5.  CERTIFICATES.  The Restricted Shares are issued to Participant in
reliance on the exemption from registration provided in Section 4(2)
of the 1933 Act and Regulation D promulgated thereunder.  The
Restricted Shares shall be issued in the name of Participant or a
nominee of Participant as of the Date of Grant.  One or more
certificates representing the Restricted Shares shall bear a legend
substantially similar to the following, and stop transfer instructions
may be given to the transfer agent for the Company's Stock that are
consistent with such legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES
AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY
2007 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD
AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED.  THESE SHARES ARE
SUBJECT TO A RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED,
TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE
WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING
COMPANY.  IN ADDITION, THESE SHARES HAVE BEEN ISSUED ON DECEMBER __,
2007 PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE
PLAN AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION THEREUNDER.

6.  DIVIDENDS AND VOTING.  Participant is entitled to (i) receive all
dividends, payable in stock, in cash or in kind, or other
distributions, declared on or with respect to any Restricted Shares as
of a record date that occurs on or after the Date of Grant hereunder
and before any transfer or forfeiture of the Restricted Shares by
Participant, provided that any such dividends paid in cash are to be
held in escrow by the Company and, such cash dividends and
distributions are to be subject to the same rights, restrictions on
transfer and conditions regarding vesting and forfeiture as the
Restricted Shares with respect to which such dividends or
distributions are paid at the time of payment, and (ii) exercise all
voting rights with respect to the Restricted Shares, if the record
date for the exercise of such voting rights occurs on or after the
Date of Grant hereunder and prior to any transfer or forfeiture of
such Restricted Shares.  In the event of forfeiture by Participant of
any or all of the Restricted Shares or any of the equity securities
distributed to Participant with respect thereto, Participant shall
forfeit all cash dividends held in escrow and relating to the
underlying forfeited Restricted Shares and must return to the Company
any distributions previously paid to Participant with respect to such
Restricted Shares.

7.  TITLES.  Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this
Award Agreement.

8.  NOTICE OF I.R.C. SECTION 83(b) ELECTION.   If Participant makes an
election under Section 83(b) of the Code, Participant shall promptly
notify the Company of such election.

9.  AMENDMENT.  This Award Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is
amending this Award Agreement.

10.  GOVERNING LAW.  The laws of the State of Delaware will govern the
interpretation, validity and performance of this Award Agreement
regardless of the law that might be applied under principles of
conflicts of laws.

11.  BINDING EFFECT.  A signature of a party to this Award Agreement
sent by facsimile or other electronic transmission shall be deemed to
constitute an original and fully effective signature of such party.
Except as expressly stated herein to the contrary, this Award
Agreement will be binding upon and inure to the benefit of the
respective heirs, legal representatives, successors and assigns of the
parties hereto.

This Award Agreement has been executed and delivered by the parties
hereto.

The Company:
AMCON DISTRIBUTING COMPANY


By: /s/ Stanley Mayer
    Name:  Stanley Mayer
    Title: Chairman of the Compensation
           Committee of the Board of Directors


Participant:

By: /s/ Christopher H. Atayan
    Name:  CHRISTOPHER H. ATAYAN

    Address of Participant:
      5 Oval Court
      Bronxville NY 10708
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex103.txt
<DESCRIPTION>HINKEFENT AGREEMENT
<TEXT>
                              EXHIBIT 10.3


                      AMCON DISTRIBUTING COMPANY
                      2007 OMNIBUS INCENTIVE PLAN

                   RESTRICTED STOCK AWARD AGREEMENT


Date of Grant: December 6, 2007

Number of Restricted Shares Granted: Five Thousand (5,000)

This Restricted Stock Award Agreement, dated December 6, 2007 (this
"Award Agreement"), is made by and between AMCON Distributing Company,
a Delaware corporation (the "Company"), and Eric J. Hinkefent
("Participant").

                             RECITALS:

A.  Effective April 17, 2007, the Company's stockholders approved the
AMCON Distributing Company 2007 Omnibus Incentive Plan (the "Plan")
pursuant to which the Company may, from time to time, grant Shares of
Restricted Stock to eligible Service Providers of the Company.

B.  Participant is a Service Provider of the Company or one of its
Affiliates and the Company desires to encourage him to own Shares and
to give him added incentive to advance the interests of the Company,
and desires to grant Participant shares of Restricted Stock of the
Company under the terms and conditions established by the Committee.

                            AGREEMENT:

In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

1.  INCORPORATION OF PLAN.  All provisions of this Award Agreement and
the rights of Participant hereunder are subject in all respects to the
provisions of the Plan and the powers of the Committee therein
provided.  Capitalized terms used in this Award Agreement but not
defined shall have the meaning set forth in the Plan.

2.  GRANT OF RESTRICTED STOCK.  Subject to the conditions and
restrictions set forth in this Award Agreement and in the Plan, the
Company hereby grants to Participant that number of Shares of
Restricted Stock identified above opposite the heading "Number of
Restricted Shares Granted" (the "Restricted Shares").

3.  RESTRICTIONS ON TRANSFER; VESTING DATE.  Subject to any exceptions
set forth in this Award Agreement or in the Plan, the Restricted
Shares or the rights relating thereto may not be sold, transferred,
gifted, bequeathed, pledged, assigned, or otherwise alienated or
hypothecated, voluntarily or involuntarily, prior to the vesting date
for such Restricted Shares identified below (the "Vesting Date").  On
the Vesting Date, such restriction on transfer shall lapse and the
Restricted Shares, if not previously forfeited pursuant to Section 4
below, will become freely transferable under this Award Agreement and
the Plan, subject only to such further limitations on transfer, if
any, as may exist under applicable law or any other agreement binding
upon Participant.  Subject to any exceptions listed in this Award
Agreement or in the Plan, the Restricted Shares shall become vested in
accordance with the schedule set forth below:

         VESTING DATE           PERCENTAGE OF SHARES VESTED
       October 16, 2008                    33 1/3%
       October 16, 2009                    33 1/3%
       October 16, 2010                    33 1/3%

Notwithstanding the foregoing, (i) the Committee may, in its sole
discretion, accelerate the Vesting Date for any or all of the
Restricted Shares, if in its judgment the performance of Participant
has warranted such acceleration and/or such acceleration is in the
best interests of the Company, and (ii) if Participant's position as a
Service Provider with the Company or any of its Affiliates is
terminated by the Company or such Affiliate without Cause or by reason
of the Participant's death or Disability, the Vesting Date for all of
the Restricted Shares automatically will be accelerated to the date of
Participant's termination as a Service Provider. If the Participant
voluntarily terminates their position as a Service Provider with the
Company, the portion of Restricted Shares that are unvested shall be
forfeited and full ownership of such Restricted Shares and rights will
revert to the Company. For purposes of this Award Agreement, "Cause"
means any act or failure to act by the Participant that constitutes
willful misconduct or gross negligence.

4.  FORFEITURE PRIOR TO VESTING.  Unless otherwise provided below, if
Participant's position as a Service Provider with the Company or any
of its Affiliates is terminated by the Company or any such Affiliate
for Cause prior to the Vesting Date for one or more of the Restricted
Shares, Participant will thereupon immediately forfeit any and all
unvested Restricted Shares, and the full ownership of such Restricted
Shares and rights will revert to the Company.  Upon such forfeiture,
Participant shall have no further rights under this Award Agreement.
For purposes of this Award Agreement, transfer of employment between
the Company and any of its Affiliates (or between Affiliates) does not
constitute a termination of Participant's position as a Service
Provider. If the Participant voluntarily terminates their position as
a Service Provider with the Company, the portion of Restricted Shares
that are unvested shall be forfeited and full ownership of such
Restricted Shares and rights will revert to the Company.

5.  CERTIFICATES.  The Restricted Shares are issued to Participant in
reliance on the exemption from registration provided in Section 4(2)
of the 1933 Act and Regulation D promulgated thereunder.  The
Restricted Shares shall be issued in the name of Participant or a
nominee of Participant as of the Date of Grant.  One or more
certificates representing the Restricted Shares shall bear a legend
substantially similar to the following, and stop transfer instructions
may be given to the transfer agent for the Company's Stock that are
consistent with such legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES
AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY
2007 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD
AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED.  THESE SHARES ARE
SUBJECT TO A RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED,
TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE
WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING
COMPANY.  IN ADDITION, THESE SHARES HAVE BEEN ISSUED ON DECEMBER __,
2007 PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE
PLAN AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION THEREUNDER.

6.  DIVIDENDS AND VOTING.  Participant is entitled to (i) receive all
dividends, payable in stock, in cash or in kind, or other
distributions, declared on or with respect to any Restricted Shares as
of a record date that occurs on or after the Date of Grant hereunder
and before any transfer or forfeiture of the Restricted Shares by
Participant, provided that any such dividends paid in cash are to be
held in escrow by the Company and, such cash dividends and
distributions are to be subject to the same rights, restrictions on
transfer and conditions regarding vesting and forfeiture as the
Restricted Shares with respect to which such dividends or
distributions are paid at the time of payment, and (ii) exercise all
voting rights with respect to the Restricted Shares, if the record
date for the exercise of such voting rights occurs on or after the
Date of Grant hereunder and prior to any transfer or forfeiture of
such Restricted Shares.  In the event of forfeiture by Participant of
any or all of the Restricted Shares or any of the equity securities
distributed to Participant with respect thereto, Participant shall
forfeit all cash dividends held in escrow and relating to the
underlying forfeited Restricted Shares and must return to the Company
any distributions previously paid to Participant with respect to such
Restricted Shares.

7.  TITLES.  Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this
Award Agreement.

8.  NOTICE OF I.R.C. SECTION 83(b) ELECTION.   If Participant makes an
election under Section 83(b) of the Code, Participant shall promptly
notify the Company of such election.

9.  AMENDMENT.  This Award Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is
amending this Award Agreement.

10.  GOVERNING LAW.  The laws of the State of Delaware will govern the
interpretation, validity and performance of this Award Agreement
regardless of the law that might be applied under principles of
conflicts of laws.

11.  BINDING EFFECT.  A signature of a party to this Award Agreement
sent by facsimile or other electronic transmission shall be deemed to
constitute an original and fully effective signature of such party.
Except as expressly stated herein to the contrary, this Award
Agreement will be binding upon and inure to the benefit of the
respective heirs, legal representatives, successors and assigns of the
parties hereto.

This Award Agreement has been executed and delivered by the parties
hereto.

The Company:
AMCON DISTRIBUTING COMPANY


By: /s/ Stanley Mayer
    Name:  Stanley Mayer
    Title: Chairman of the Compensation
           Committee of the Board of Directors


Participant:

By: /s/ Eric J. Hinkefent
    Name:  ERIC J. HINKEFENT

    Address of Participant:
      Route 5 Box 445
      P O Box 241230
      Coweta, OK 74429
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex104.txt
<DESCRIPTION>PLUMMER AGREEMENT
<TEXT>
                         EXHIBIT 10.4


                 AMCON DISTRIBUTING COMPANY
                 2007 OMNIBUS INCENTIVE PLAN

               RESTRICTED STOCK AWARD AGREEMENT


Date of Grant: December 6, 2007

Number of Restricted Shares Granted: Two Thousand (2,000)

This Restricted Stock Award Agreement, dated December 6, 2007 (this
"Award Agreement"), is made by and between AMCON Distributing Company,
a Delaware corporation (the "Company"), and Andrew C. Plummer
("Participant").

                          RECITALS:

A.  Effective April 17, 2007, the Company's stockholders approved the
AMCON Distributing Company 2007 Omnibus Incentive Plan (the "Plan")
pursuant to which the Company may, from time to time, grant Shares of
Restricted Stock to eligible Service Providers of the Company.

B.  Participant is a Service Provider of the Company or one of its
Affiliates and the Company desires to encourage him to own Shares and
to give him added incentive to advance the interests of the Company,
and desires to grant Participant shares of Restricted Stock of the
Company under the terms and conditions established by the Committee.

                         AGREEMENT:

In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

1.  INCORPORATION OF PLAN.  All provisions of this Award Agreement and
the rights of Participant hereunder are subject in all respects to the
provisions of the Plan and the powers of the Committee therein
provided.  Capitalized terms used in this Award Agreement but not
defined shall have the meaning set forth in the Plan.

2.  GRANT OF RESTRICTED STOCK.  Subject to the conditions and
restrictions set forth in this Award Agreement and in the Plan, the
Company hereby grants to Participant that number of Shares of
Restricted Stock identified above opposite the heading "Number of
Restricted Shares Granted" (the "Restricted Shares").

3.  RESTRICTIONS ON TRANSFER; VESTING DATE.  Subject to any exceptions
set forth in this Award Agreement or in the Plan, the Restricted
Shares or the rights relating thereto may not be sold, transferred,
gifted, bequeathed, pledged, assigned, or otherwise alienated or
hypothecated, voluntarily or involuntarily, prior to the vesting date
for such Restricted Shares identified below (the "Vesting Date").  On
the Vesting Date, such restriction on transfer shall lapse and the
Restricted Shares, if not previously forfeited pursuant to Section 4
below, will become freely transferable under this Award Agreement and
the Plan, subject only to such further limitations on transfer, if
any, as may exist under applicable law or any other agreement binding
upon Participant.  Subject to any exceptions listed in this Award
Agreement or in the Plan, the Restricted Shares shall become vested in
accordance with the schedule set forth below:

         VESTING DATE           PERCENTAGE OF SHARES VESTED
       October 16, 2008                     33 1/3%
       October 16, 2009                     33 1/3%
       October 16, 2010                     33 1/3%

Notwithstanding the foregoing, (i) the Committee may, in its sole
discretion, accelerate the Vesting Date for any or all of the
Restricted Shares, if in its judgment the performance of Participant
has warranted such acceleration and/or such acceleration is in the
best interests of the Company, and (ii) if Participant's position as a
Service Provider with the Company or any of its Affiliates is
terminated by the Company or such Affiliate without Cause or by reason
of the Participant's death or Disability, the Vesting Date for all of
the Restricted Shares automatically will be accelerated to the date of
Participant's termination as a Service Provider.  If the Participant
voluntarily terminates their position as a Service Provider with the
Company, the portion of Restricted Shares that are unvested shall be
forfeited and full ownership of such Restricted Shares and rights will
revert to the Company.  For purposes of this Award Agreement, "Cause"
means any act or failure to act by the Participant that constitutes
willful misconduct or gross negligence.

4.  FORFEITURE PRIOR TO VESTING.  Unless otherwise provided below, if
Participant's position as a Service Provider with the Company or any
of its Affiliates is terminated by the Company or any such Affiliate
for Cause prior to the Vesting Date for one or more of the Restricted
Shares, Participant will thereupon immediately forfeit any and all
unvested Restricted Shares, and the full ownership of such Restricted
Shares and rights will revert to the Company.  Upon such forfeiture,
Participant shall have no further rights under this Award Agreement.
For purposes of this Award Agreement, transfer of employment between
the Company and any of its Affiliates (or between Affiliates) does not
constitute a termination of Participant's position as a Service
Provider.  If the Participant voluntarily terminates their position as
a Service Provider with the Company, the portion of Restricted Shares
that are unvested shall be forfeited and full ownership of such
Restricted Shares and rights will revert to the Company.

5.  CERTIFICATES.  The Restricted Shares are issued to Participant in
reliance on the exemption from registration provided in Section 4(2)
of the 1933 Act and Regulation D promulgated thereunder.  The
Restricted Shares shall be issued in the name of Participant or a
nominee of Participant as of the Date of Grant.  One or more
certificates representing the Restricted Shares shall bear a legend
substantially similar to the following, and stop transfer instructions
may be given to the transfer agent for the Company's Stock that are
consistent with such legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES
AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY
2007 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD
AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED.  THESE SHARES ARE
SUBJECT TO A RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED,
TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE
WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING
COMPANY.  IN ADDITION, THESE SHARES HAVE BEEN ISSUED ON DECEMBER __,
2007 PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE
PLAN AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION THEREUNDER.

6.  DIVIDENDS AND VOTING.  Participant is entitled to (i) receive all
dividends, payable in stock, in cash or in kind, or other
distributions, declared on or with respect to any Restricted Shares as
of a record date that occurs on or after the Date of Grant hereunder
and before any transfer or forfeiture of the Restricted Shares by
Participant, provided that any such dividends paid in cash are to be
held in escrow by the Company and, such cash dividends and
distributions are to be subject to the same rights, restrictions on
transfer and conditions regarding vesting and forfeiture as the
Restricted Shares with respect to which such dividends or
distributions are paid at the time of payment, and (ii) exercise all
voting rights with respect to the Restricted Shares, if the record
date for the exercise of such voting rights occurs on or after the
Date of Grant hereunder and prior to any transfer or forfeiture of
such Restricted Shares.  In the event of forfeiture by Participant of
any or all of the Restricted Shares or any of the equity securities
distributed to Participant with respect thereto, Participant shall
forfeit all cash dividends held in escrow and relating to the
underlying forfeited Restricted Shares and must return to the Company
any distributions previously paid to Participant with respect to such
Restricted Shares.

7.  TITLES.  Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this
Award Agreement.

8.  NOTICE OF I.R.C. SECTION 83(b) ELECTION.   If Participant makes an
election under Section 83(b) of the Code, Participant shall promptly
notify the Company of such election.

9.  AMENDMENT.  This Award Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is
amending this Award Agreement.

10.  GOVERNING LAW.  The laws of the State of Delaware will govern the
interpretation, validity and performance of this Award Agreement
regardless of the law that might be applied under principles of
conflicts of laws.

11.  BINDING EFFECT.  A signature of a party to this Award Agreement
sent by facsimile or other electronic transmission shall be deemed to
constitute an original and fully effective signature of such party.
Except as expressly stated herein to the contrary, this Award
Agreement will be binding upon and inure to the benefit of the
respective heirs, legal representatives, successors and assigns of the
parties hereto.

This Award Agreement has been executed and delivered by the parties
hereto.



The Company:
AMCON DISTRIBUTING COMPANY



By: /s/ Stanley Mayer
   Name:  Stanley Mayer
   Title: Chairman of the Compensation
          Committee of the Board of Directors


Participant:

  By: /s/ Andrew C. Plummer
      Name:  ANDREW C. PLUMMER

      Address of Participant
        18325 Jefferson Street
        Omaha, NE 68135
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex105.txt
<DESCRIPTION>CAMPBELL AGREEMENT
<TEXT>
                          EXHIBIT 10.5


                    AMCON DISTRIBUTING COMPANY
                   2007 OMNIBUS INCENTIVE PLAN

                RESTRICTED STOCK AWARD AGREEMENT


Date of Grant: December 6, 2007

Number of Restricted Shares Granted: Two Thousand (2,000)

This Restricted Stock Award Agreement, dated December 6, 2007 (this
"Award Agreement"), is made by and between AMCON Distributing Company,
a Delaware corporation (the "Company"), and Philip E. Campbell
("Participant").

                             RECITALS:

A.  Effective April 17, 2007, the Company's stockholders approved the
AMCON Distributing Company 2007 Omnibus Incentive Plan (the "Plan")
pursuant to which the Company may, from time to time, grant Shares of
Restricted Stock to eligible Service Providers of the Company.

B.  Participant is a Service Provider of the Company or one of its
Affiliates and the Company desires to encourage him to own Shares and
to give him added incentive to advance the interests of the Company,
and desires to grant Participant shares of Restricted Stock of the
Company under the terms and conditions established by the Committee.

                            AGREEMENT:

In consideration of the mutual covenants contained herein and other
good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree as follows:

1.  INCORPORATION OF PLAN.  All provisions of this Award Agreement and
the rights of Participant hereunder are subject in all respects to the
provisions of the Plan and the powers of the Committee therein
provided.  Capitalized terms used in this Award Agreement but not
defined shall have the meaning set forth in the Plan.

2.  GRANT OF RESTRICTED STOCK.  Subject to the conditions and
restrictions set forth in this Award Agreement and in the Plan, the
Company hereby grants to Participant that number of Shares of
Restricted Stock identified above opposite the heading "Number of
Restricted Shares Granted" (the "Restricted Shares").

3.  RESTRICTION ON TRANSFER; VESTING DATE.  Subject to any exceptions
set forth in this Award Agreement or in the Plan, the Restricted
Shares or the rights relating thereto may not be sold, transferred,
gifted, bequeathed, pledged, assigned, or otherwise alienated or
hypothecated, voluntarily or involuntarily, prior to the vesting date
for such Restricted Shares identified below (the "Vesting Date").  On
the Vesting Date, such restriction on transfer shall lapse and the
Restricted Shares, if not previously forfeited pursuant to Section 4
below, will become freely transferable under this Award Agreement and
the Plan, subject only to such further limitations on transfer, if
any, as may exist under applicable law or any other agreement binding
upon Participant.  Subject to any exceptions listed in this Award
Agreement or in the Plan, the Restricted Shares shall become vested in
accordance with the schedule set forth below:

         VESTING DATE            PERCENTAGE OF SHARES VESTED
       October 16, 2008                    33 1/3%
       October 16, 2009                    33 1/3%
       October 16, 2010                    33 1/3%

Notwithstanding the foregoing, (i) the Committee may, in its sole
discretion, accelerate the Vesting Date for any or all of the
Restricted Shares, if in its judgment the performance of Participant
has warranted such acceleration and/or such acceleration is in the
best interests of the Company, and (ii) if Participant's position as a
Service Provider with the Company or any of its Affiliates is
terminated by the Company or such Affiliate without Cause or by reason
of the Participant's death or Disability, the Vesting Date for all of
the Restricted Shares automatically will be accelerated to the date of
Participant's termination as a Service Provider. If the Participant
voluntarily terminates their position as a Service Provider with the
Company, the portion of Restricted Shares that are unvested shall be
forfeited and full ownership of such Restricted Shares and rights will
revert to the Company.  For purposes of this Award Agreement, "Cause"
means any act or failure to act by the Participant that constitutes
willful misconduct or gross negligence.

4.  FORFEITURE PRIOR TO VESTING.  Unless otherwise provided below, if
Participant's position as a Service Provider with the Company or any
of its Affiliates is terminated by the Company or any such Affiliate
for Cause prior to the Vesting Date for one or more of the Restricted
Shares, Participant will thereupon immediately forfeit any and all
unvested Restricted Shares, and the full ownership of such Restricted
Shares and rights will revert to the Company.  Upon such forfeiture,
Participant shall have no further rights under this Award Agreement.
For purposes of this Award Agreement, transfer of employment between
the Company and any of its Affiliates (or between Affiliates) does not
constitute a termination of Participant's position as a Service
Provider.  If the Participant voluntarily terminates their position as
a Service Provider with the Company, the portion of Restricted Shares
that are unvested shall be forfeited and full ownership of such
Restricted Shares and rights will revert to the Company.

5.  CERTIFICATES.  The Restricted Shares are issued to Participant in
reliance on the exemption from registration provided in Section 4(2)
of the 1933 Act and Regulation D promulgated thereunder.  The
Restricted Shares shall be issued in the name of Participant or a
nominee of Participant as of the Date of Grant.  One or more
certificates representing the Restricted Shares shall bear a legend
substantially similar to the following, and stop transfer instructions
may be given to the transfer agent for the Company's Stock that are
consistent with such legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES
AND SUBJECT TO CERTAIN CONDITIONS UNDER THE AMCON DISTRIBUTING COMPANY
2007 OMNIBUS INCENTIVE PLAN AND THE APPLICABLE RESTRICTED STOCK AWARD
AGREEMENT PURSUANT TO WHICH THE SHARES WERE ISSUED.  THESE SHARES ARE
SUBJECT TO A RISK OF FORFEITURE AND CANNOT BE SOLD, DONATED,
TRANSFERRED OR IN ANY OTHER MANNER ENCUMBERED EXCEPT IN ACCORDANCE
WITH THE TERMS OF SUCH PLAN AND AGREEMENT, COPIES OF WHICH ARE
AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF AMCON DISTRIBUTING
COMPANY.  IN ADDITION, THESE SHARES HAVE BEEN ISSUED ON DECEMBER __,
2007 PURSUANT TO THE AMCON DISTRIBUTING COMPANY 2007 OMNIBUS INCENTIVE
PLAN AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE
SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN
EXEMPTION FROM REGISTRATION THEREUNDER.

6.  DIVIDENDS AND VOTING.  Participant is entitled to (i) receive all
dividends, payable in stock, in cash or in kind, or other
distributions, declared on or with respect to any Restricted Shares as
of a record date that occurs on or after the Date of Grant hereunder
and before any transfer or forfeiture of the Restricted Shares by
Participant, provided that any such dividends paid in cash are to be
held in escrow by the Company and, such cash dividends and
distributions are to be subject to the same rights, restrictions on
transfer and conditions regarding vesting and forfeiture as the
Restricted Shares with respect to which such dividends or
distributions are paid at the time of payment, and (ii) exercise all
voting rights with respect to the Restricted Shares, if the record
date for the exercise of such voting rights occurs on or after the
Date of Grant hereunder and prior to any transfer or forfeiture of
such Restricted Shares.  In the event of forfeiture by Participant of
any or all of the Restricted Shares or any of the equity securities
distributed to Participant with respect thereto, Participant shall
forfeit all cash dividends held in escrow and relating to the
underlying forfeited Restricted Shares and must return to the Company
any distributions previously paid to Participant with respect to such
Restricted Shares.

7.  TITLES.  Titles are provided herein for convenience only and are
not to serve as a basis for interpretation or construction of this
Award Agreement.

8.  NOTICE OF I.R.C. SECTION 83(b) ELECTION.   If Participant makes an
election under Section 83(b) of the Code, Participant shall promptly
notify the Company of such election.

9.  AMENDMENT.  This Award Agreement may be amended only by a writing
executed by the parties hereto which specifically states that it is
amending this Award Agreement.

10.  GOVERNING LAW.  The laws of the State of Delaware will govern the
interpretation, validity and performance of this Award Agreement
regardless of the law that might be applied under principles of
conflicts of laws.

11.  BINDING EFFECT.  A signature of a party to this Award Agreement
sent by facsimile or other electronic transmission shall be deemed to
constitute an original and fully effective signature of such party.
Except as expressly stated herein to the contrary, this Award
Agreement will be binding upon and inure to the benefit of the
respective heirs, legal representatives, successors and assigns of the
parties hereto.

This Award Agreement has been executed and delivered by the parties
hereto.

The Company:

AMCON DISTRIBUTING COMPANY

By: /s/ Stanley Mayer
    Name:   Stanley Mayer
    Title:  Chairman of the Compensation
            Committee of the Board of Directors

Participant:

By: /s/ Philip E. Campbell
    Name: PHILIP E. CAMPBELL

    Address of Participant:
          1302 Elmshade Cove
          Round Rock, TX 78664
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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