Mail Stop 3561 December 2, 2005 Mr. Michael D. James Vice President & Chief Financial Officer Amcon Distributing Company 7405 Irvington Road Omaha, NE 68122 	RE:	Form 10-K/A (Amendment No. 2) for the Fiscal Year Ended September 24, 2004 Filed on November 30, 2005 Response Letter Dated November 30, 2005 File No. 1-15589 Dear Mr. James: 		We have reviewed your response to our letter dated October 27, 2005 and your amended filing and have the following comments. Form 10-K/A (Amendment No. 2) for the Year Ended September 24, 2004 Annual Report Consolidated Financial Statements Consolidated Statements of Income, page F-3 1. We note that the net income or loss line item required by Rule 5- 03(b)(19) of Regulation S-X has been omitted. Please include the net income (loss) line item in future filings. You should also similarly revise the tabular presentations included in Selected Financial Data on page 6 and Selected Quarterly Financial Data (Unaudited) on page 8 in future filings. Consolidated Statements of Cash Flows, page F-5 2. We note your response to comment 1 in our letter dated October 27, 2005 and the revisions to your filing. You indicate that the reconciliation of net income to net cash flows from operating activities was revised to begin with net income. However, in the filing, the reconciliation begins with net income or loss available to common shareholders. Please revise future filings accordingly. Please provide a written response to these comments within 10 business days or tell us when you will provide us with a response. Please understand that we may have additional comments after reviewing your response. You may contact Bill Thompson at (202) 551-3344 or Donna Di Silvio at (202) 551-3202 if you have any questions. 	Sincerely, 								Michael A. Moran 								Branch Chief ?? ?? ?? ?? Mr. Michael D. James Amcon Distributing Company December 2, 2005 Page 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-0405 DIVISION OF CORPORATION FINANCE