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) November 8, 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)

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On November 8, 2007, AMCON Distributing Company ("AMCON or "Company") issued a press release announcing its financial results for the fiscal year ended September 30, 2007. A copy of the press release is being furnished herewith as an exhibit and incorporated herein by reference.

The information in this Current Report (including the exhibit) shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in this Current Report on Form 8-K (including the exhibit) shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT NO. DESCRIPTION

99.1 Press release, dated November 8, 2007, issued
 by AMCON Distributing Company announcing
 financial results for the fiscal ended
 September 30, 2007

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: November 8, 2007 By : Andrew C. Plummer
 -------------------------
 Name: Andrew C. Plummer
 Title: Vice President & Chief
 Financial Officer

EXHIBIT INDEX

Exhibit Description

99.1 Press release, dated November 8, 2007, issued by AMCON
 Distributing Company announcing financial results for the
 fiscal year ended September 30, 2007

Exhibit 99.1

NEWS RELEASE

AMCON DISTRIBUTING COMPANY REPORTS RECORD FULLY DILUTED EARNINGS PER SHARE OF $5.16 FOR THE YEAR ENDED SEPTEMBER 30, 2007

Chicago, IL, November 8, 2007 - AMCON Distributing Company ("AMCON") (AMEX:DIT), an Omaha, Nebraska based consumer products company is pleased to announce for the fiscal year ended September 30, 2007 fully diluted earnings per share of $5.16 on net income available to common stockholders of $4.0 million. In addition, AMCON ended the year with consolidated stockholders equity of $5.5 million.

"We had a fantastic year which reflects our company wide commitment to deliver superior service and value to our customers. Further, this is a reflection of the initial success of our strategic plan which was implemented in connection with our corporate restructuring in 2006," said Christopher H. Atayan AMCON's Chief Executive Officer. Mr. Atayan continued, "We enter fiscal 2008 with considerable momentum as we continue to address our strategic initiatives."

Each of AMCON's business segments had a banner year. The wholesale distribution segment reported revenues of $815.7 million and operating income before depreciation and amortization of $14.1 million. The retail health food segment reported revenues of $37.9 million and operating income before depreciation and amortization of $3.7 million.

"We continue to maintain an active dialogue with our wholesale customers and vendors focusing on new products and services to increase their bottom line profit. We believe this partnership approach works to our mutual advantage" said Kathleen Evans, President of AMCON's wholesale distribution segment. Ms. Evans added, "The convenience store industry continues to be a vital element of the consumer products marketplace and we are well positioned as a service leader in the industry."

"The trend toward a healthy lifestyle continues in a very strong fashion" said Eric Hinkefent, President of AMCON's retail health food segment. Mr. Hinkefent continued, "We are continually searching for unique products to bundle with our premier level of service. This customer-centric strategy enables us to deliver the premium shopping experience they deserve."

AMCON recently changed its accounting for inventory from last in, first out (LIFO) to first in, first out (FIFO) cost flow assumption. This change did not impact the overall operating results for Fiscal 2007. As a result of the change in accounting method, all prior periods have been reported as if the new accounting method was in place at that time. "We believe that the change to a FIFO inventory accounting methodology will provide a more meaningful presentation of our financial position and results of operation to our stockholders as it values inventory in a manner which more closely approximates current or replacement cost," said Andrew Plummer, AMCON's Chief Financial Officer. In addition, as previously reported during the fourth fiscal quarter the Company settled two significant lawsuits. Mr. Plummer added, "We have spent a considerable amount of time and corporate resources resolving these two legal matters. We will now be able to focus our resources into growing our core businesses."

AMCON is a leading wholesale distributor of consumer products, including beverages, candy, tobacco, groceries, food service, frozen and chilled foods, and health and beauty care products with distribution centers in Illinois, Missouri, Nebraska, North Dakota and South Dakota. Chamberlin's Natural Foods, Inc. and Health Food Associates, Inc., both wholly-owned subsidiaries of The Healthy Edge, Inc., operate a total of 13 health and natural product retail stores in central Florida (6), Kansas, Missouri, Nebraska and Oklahoma
(4). The retail stores operate under the names Chamberlin's Market & Cafe and Akins Natural Foods Market.

This news release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. A number of factors could affect the future results of the Company and could cause those results to differ materially from those expressed in the Company's forward-looking statements including, without limitation, availability of sufficient cash resources to conduct its business and meet its capital expenditures needs. Moreover, past financial performance should not be considered a reliable indicator of future performance. Accordingly, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to all such forward-looking statements.

Visit AMCON Distributing Company's web site at: www.amcon.com

For Further Information Contact:
Christopher H. Atayan
AMCON Distributing Company
Ph 312-327-1770
Fax: 312-527-3964

CONSOLIDATED BALANCE SHEETS
AMCON Distributing Company and Subsidiaries
--------------------------------------------------------------------------------------------------
September 30, 2007 2006
 As restated/1/
--------------------------------------------------------------------------------------------------
ASSETS
Current assets:
 Cash $ 717,554 $ 481,138
 Accounts receivable, less allowance
 for doubtful accounts of $0.3 million
 and $0.9 million in 2007 and 2006, respectively 27,848,938 27,815,751
 Inventories, net 29,738,727 29,407,201
 Deferred income taxes 1,446,389 1,511,650
 Current assets of discontinued operations 18,897 1,270,198
 Prepaid and other current assets 5,935,208 5,369,154
 ------------------------------
 Total current assets 65,705,713 65,855,092

Property and equipment, net 11,190,768 12,528,539
Goodwill 5,848,808 5,848,808
Other intangible assets, net 3,400,070 3,439,803
Deferred income taxes 2,768,043 5,324,043
Non-current assets of discontinued operations 2,057,033 3,774,106
Other assets 1,093,150 1,247,464
 ------------------------------
 $ 92,063,585 $ 98,017,855
 ==============================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
 Accounts payable $ 15,253,562 $ 14,633,124
 Accrued expenses 5,293,923 4,687,789
 Accrued wages, salaries and bonuses 2,202,594 1,879,699
 Income taxes payable 367,773 168,936
 Current liabilities of discontinued operations 4,035,863 7,461,549
 Current maturities of credit facility 3,046,000 3,896,000
 Current maturities of long-term debt 568,024 524,130
 ------------------------------
 Total current liabilities 30,767,739 33,251,227

Credit facility, less current maturities 35,808,180 44,927,429
Long-term debt, less current maturities 7,123,453 7,069,357
Noncurrent liabilities of discontinued operations 6,542,310 5,087,230

Series A cumulative, convertible preferred stock, $.01 par value
 100,000 authorized and issued, liquidation preference
 $25.00 per share 2,438,355 2,438,355

Series B cumulative, convertible preferred stock, $.01 par value
 80,000 authorized and issued, liquidation preference
 $25.00 per share 1,857,645 1,857,645

Series C cumulative, convertible preferred stock, $.01 par value
 80,000 authorized and issued, liquidation preference
 $25.00 per share 1,982,372 1,982,372

Commitments and contingencies

Shareholders' equity:
 Preferred stock, $0.01 par value, 1,000,000 shares
 authorized, 260,000 outstanding and issued in Series A, B and C
 referred to above - -
 Common stock, $.01 par value, 3,000,000 shares
 authorized, 529,436 outstanding for 2007 and
 527,062 outstanding for 2006 5,295 5,271
 Additional paid-in capital 6,396,131 6,278,476
 Accumulated deficit (857,895) (4,879,507)
 ------------------------------
 Total shareholders' equity 5,543,531 1,404,240
 ------------------------------
 $ 92,063,585 $ 98,017,855
 ==============================

CONSOLIDATED STATEMENTS OF OPERATIONS
AMCON Distributing Company and Subsidiaries
----------------------------------------------------------------------------------------------
Fiscal Years Ended September 2007 2006 2005
 As restated/1/ As restated/1/
----------------------------------------------------------------------------------------------
Sales (including excise taxes of $208.2 million,
 $200.6 million and $197.7 million, respectively) $ 853,566,512 $ 839,539,780 $ 834,551,448

Cost of sales 789,317,758 779,189,369 773,292,164
 -------------------------------------------
Gross profit 64,248,754 60,350,411 61,259,284
 -------------------------------------------

Selling, general and administrative expenses 50,963,645 51,721,525 51,032,197
Depreciation and amortization 1,831,640 1,936,897 2,155,983
Impairment charges - - 4,234,856
 -------------------------------------------
 52,795,285 53,658,422 57,423,036
 -------------------------------------------
Operating income 11,453,469 6,691,989 3,836,248

Other expense (income):
 Interest expense 4,816,324 4,858,012 4,211,685
 Other (income), net (194,608) (137,241) (80,105)
 -------------------------------------------
 4,621,716 4,720,771 4,131,580
 -------------------------------------------
Income (loss) from continuing operations
 before income tax expense 6,831,753 1,971,218 (295,332)
Income tax expense 2,626,000 514,000 94,000
Minority interest in loss, net of tax - - (97,100)
 -------------------------------------------
Income (loss) from continuing operations 4,205,753 1,457,218 (292,232)

Discontinued operations
 Gain on disposal of discontinued
 operations, net of income tax expense
 of $0.6 million 829,090 - -

 Loss from discontinued operations, net of
 income tax benefit of $0.3 million,
 $1.1 million and $5.4 million, respectively (594,539) (2,435,766) (11,960,904)
 -------------------------------------------
Income (loss) on discontinued operations 234,551 (2,435,766) (11,960,904)
 -------------------------------------------
Net income (loss) 4,440,304 (978,548) (12,253,136)
Preferred stock dividend requirements (418,692) (366,042) (294,640)
 -------------------------------------------
Net income (loss) available to common shareholders $ 4,021,612 $ (1,344,590) $ (12,547,776)
 ===========================================
 Basic earnings (loss) per share
 available to common shareholders:
 Continuing operations $ 7.19 $ 2.07 $ (1.11)
 Discontinued operations 0.44 (4.62) (22.70)
 -------------------------------------------
 Net basic earnings (loss) per share
 available to common shareholders $ 7.63 $ (2.55) $ (23.81)
 ===========================================
 Diluted earnings (loss) per share
 available to common shareholders:
 Continuing operations $ 4.89 $ 1.82 $ (1.11)
 Discontinued operations 0.27 (3.44) (22.70)
 -------------------------------------------
 Net diluted earnings (loss) per share
 available to common shareholders $ 5.16 $ (1.62) $ (23.81)
 ===========================================

Weighted average shares outstanding:
 Basic 527,062 527,062 527,062
 Diluted 860,121 708,946 527,062

CONSOLIDATED STATEMENTS OF CASH FLOWS
AMCON Distributing Company and Subsidiaries
----------------------------------------------------------------------------------------------------------
Fiscal Years 2007 2006 2005
 As restated/1/ As restated/1/
----------------------------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net income (loss) $ 4,440,304 $ (978,548) $(12,253,136)
 Deduct: Income (loss) from discontinued operations,
 net of tax 234,551 (2,435,766) (11,960,904)
 ----------- ----------- -----------
Income (loss) from continuing operations 4,205,753 1,457,218 (292,232)

Adjustments to reconcile income (loss) from
 continuing operations to net cash flows
 from operating activities:
 Depreciation 1,791,907 1,897,166 2,039,553
 Amortization 39,733 39,731 116,430
 Impairment charges - - 4,234,856
 Loss (gain) on sale of property and equipment 27,235 30,082 (13,116)
 Stock based compensation 70,993 60,000 -
 Deferred income taxes 2,621,261 (722,727) (5,691,019)
 (Benefit) provision for losses on doubtful accounts (250,196) 179,196 (189,604)
 (Benefit) provision for losses on inventory obsolescence 52,242 77,940 (33,520)
 Minority interest - - (97,100)

 Changes in assets and liabilities,
 net of effect of acquisitions:
 Accounts receivable 217,009 (814,916) 1,383,923
 Inventories (383,768) (1,396,154) 9,288,767
 Other current assets (566,058) (205,819) (4,848,246)
 Other assets 254,314 (10,891) (160,509)
 Accounts payable 739,188 (805,235) (670,130)
 Accrued expenses and accrued wages, salaries and bonuses 1,574,429 641,863 1,280,966
 Income taxes payable and receivable 198,837 50,138 1,281,423
 ----------- ----------- -----------
Net cash flows from operating activities
 - continuing operations 10,592,879 477,592 7,630,442
Net cash flows from operating activities
 - discontinued operations (1,929,323) (820,913) 897,434
 ----------- ----------- -----------
Net cash flows from operating activities 8,663,556 (343,321) 8,527,876
 ----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Purchase of property and equipment (514,277) (980,510) (2,464,694)
 Proceeds from sales of property and equipment 101,328 39,665 116,597
 Purchase of trademark - (15,000) -
 ----------- ----------- -----------
Net cash flows from investing activities
 - continuing operations (412,949) (955,845) (2,348,097)
Net cash flows from investing activities
 - discontinued operations 3,965,394 (16,818) (585,451)
 ----------- ----------- -----------
Net cash flows from investing activities 3,552,445 (972,663) (2,933,548)

CASH FLOWS FROM FINANCING ACTIVITIES:
 Net principal (payments) borrowings on bank credit
 agreements (9,969,248) (338,959) 4,352,573
 Net proceeds from preferred stock issuance - 1,982,372 1,857,645
 Proceeds from borrowings of long-term debt - 237,266 1,399,638
 Payments on long-term and subordinated debt (734,416) (670,966) (8,413,374)
 Proceeds from exercise of stock options 46,686 - -
 Debt issuance costs (100,000) - (446,641)
 Dividends paid on preferred stock (418,692) (366,042) (294,640)
 ----------- ----------- -----------
Net cash flows from financing activities
 - continuing operations (11,175,670) 843,671 (1,544,799)








---------------------------------------------------------------------------------------------------------
Fiscal Years 2007 2006 2005
 As restated/1/ As restated/1/
---------------------------------------------------------------------------------------------------------

Net cash flows from financing activities
 - discontinued operations (803,915) 407,178 (3,919,329)
 ----------- ----------- -----------
Net cash flow from financing activities (11,979,585) 1,250,849 (5,464,128)
 ----------- ----------- -----------
Net change in cash 236,416 (65,135) 130,200

Cash, beginning of year 481,138 546,273 416,073
 ----------- ----------- -----------
Cash, end of year $ 717,554 $ 481,138 $ 546,273
 =========== =========== ===========

Supplemental disclosure of cash flow information:
 Cash paid during the year for interest $ 4,890,997 $ 4,858,960 $ 4,376,251
 Cash paid (refunded) during the year for
 income taxes 94,901 (647) (911,278)

Supplemental disclosure of non-cash information:

 Forgiveness of debt and related interest in
 connection with settlement of TSI litigation $(3,735,145) $ - $ -
 Forgiveness of water royalty in connection
 with settlement of TSI litigation (2,807,000) - -
 Issuance of note payable in connection with
 TSI litigation 5,000,000 - -
 Issuance of note payable in settlement for accounts
 payable and accrued liability in connection
 with settlement of TBG litigation 763,983 - -
 Buyer's assumption of HNWC lease in connection with
 the sale of HNWC's assets - discontinued operations (225,502) - -
 Issuance of note payable in exchange for
 accounts payable - discontinued operations - 362,716 -
 Acquisition of equipment through capital leases 68,422 - 91,343


 /1/ In the fourth quarter of fiscal 2007, the Company changed its inventory valuation method from the
Last-In First-Out (LIFO) method to the First-In First-Out (FIFO) method. The change is preferable as it
provides a more meaningful presentation of the Company's financial position as it values inventory in a
manner which more closely approximates current cost; better represents the underlying commercial substance
of selling the oldest products first; and more accurately reflects the Company's realized periodic income.

As required by U.S. generally accepted accounting principles, this change in accounting principle has been
reflected in the consolidated statements of financial position, consolidated statements of operations, and
consolidated statements of cash flows through retroactive application of the FIFO method. Accordingly,
inventories from continuing operations as of the beginning of fiscal 2005 were increased by the LIFO
reserve ($4.0 million), net current deferred tax assets were decreased ($0.7 million), current assets of
discontinued operations were increased for the impact of related LIFO reserves ($0.1 million), net
non-current deferred tax liabilities were increased ($0.9 million), and shareholders' equity was increased
by the after-tax effect ($2.5 million). Previously reported net income (loss) available to common
shareholders' for the fiscal years 2006 and 2005 were also increased by $0.1 million and $0.5 million
after income taxes, respectively.

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