SecProbe.io

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Mail Stop 0308

      March 25, 2005

VIA U.S. MAIL AND FACSIMILE

Mr. Michael D. James
Vice President & Chief Financial Officer
Amcon Distributing Company
7405 Irvington Road
Omaha, NE 68122

	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. James:

		We have reviewed your filings and have the following
comments which should be complied with in future filings.  We have
limited our review to your financial statements and related
disclosures and will make no further review of your documents.  If
you disagree with a comment, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with supplemental
information
so we may better understand your disclosure.  After reviewing this
information, we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

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.

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.

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 that 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.

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.

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."

6. Please disclose, if true, that the value of split dollar life
insurance included in other annual compensation for Mr. Write
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.

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.

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.

2004 Annual Report
Selected Financial Data, page 4

9. Briefly describe, or cross-reference to a discussion thereof,
business combinations 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.

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.

Management`s 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 there are uncertainties attached to the
estimates or assumptions or whether the estimates are difficult to
measure or value.  Further, provide an analysis, to the extent
material, of the factors you consider at arriving at the estimates
or
assumptions, how accurate the estimates or assumptions have been
in
the past and whether the estimates are reasonably likely to change
in
the future.  Please refer to SEC Release No. 33-8350.

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
the 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.

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.

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.

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 balances under your credit facility for the most
recent
period.  In addition, disclose the existence of cross default
provisions contained in your debt agreements.

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.

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 appropriate 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.

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 sales 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.

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
to us 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.

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.

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 period presented.  See
paragraph
26 of SFAS 130.

Note 1.  Summary of Significant Accounting Policies
(d)  Cash and Accounts Payable, page F-8

22. Please disclose whether changes in book overdrafts are
classified
as cash flows from operating activities or financing activities
and
their amounts for the periods presented.

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 arrangement.  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.

(g)  Inventories, page F-9

24. Tell us whether inventory costs and the costs 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
cost
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.

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.

(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.

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.

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 earning per share because to do so would
have
been antidultive.  See paragraph 40.c. of SFAS 128.

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.

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.

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.

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.

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.

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.

Item 4.  Con