<DOCUMENT>
<TYPE>EX-3
<SEQUENCE>3
<FILENAME>ex32amendedcertofincorp.txt
<DESCRIPTION>EXHIBIT 3.2
<TEXT>
EXHIBIT-3.2

                            STATE OF DELAWARE
                        CERTIFICATE OF AMENDMENT
                     OF CERTIFICATE OF INCORPORATION
                                   OF
                       AMCON DISTRIBUTING COMPANY

AMCON Distributing Company, a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware.

DOES HEREBY CERTIFY:

FIRST:  That at a meeting of the Board of Directors of AMCON
Distributing Company resolutions were duly adopted setting forth a
proposed amendment of the Certificate of Incorporation of said
corporation, declaring said amendment to be advisable and calling a
meeting of the stockholders of said corporation for consideration
thereof.  The resolution setting forth the proposed amendment is as
follows:

     RESOLVED, that the Certificate of Incorporation of this
corporation be amended by changing the Section and the Article thereof
numbered "Article IV, Section 1" so that, as amended, it shall be and
read as follows:

     "ARTICLE IV.  Section 1.  The total number of shares of capital
stock which the Corporation shall have the authority to issue is
4,000,000, consisting of (a) 3,000,000 shares of Common Stock, par
value $.01 per share and (b) 1,000,000 shares of Preferred Stock, par
value $.01 per share."

SECOND:  That thereafter, pursuant to resolution of its Board of
Directors, an annual meeting of the stockholders of said corporation
was duly called and held upon notice in accordance with Section 222 of
the General Corporation Law of the State of Delaware at which meeting
the necessary number of shares as required by statute were voted in
favor of said amendment.

THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State
of Delaware.

FOURTH:  That the authorized capital of said corporation shall not be
reduced under or by reason of said amendment.

IN WITNESS WHEREOF, said Board of Directors has caused this
certificate to be signed by Michael D. James, an Authorized Officer,
this 18th day of March, 2005.

By: /s/ Michael D. James
Title:  Michael D. James
Name:  Secretary, Treasurer and Chief Financial Officer
</TEXT>
</DOCUMENT>
