Washington, D.C. 20549

                                 SCHEDULE 13D
                                (Rule 13d-101)

                  Under the Securities Exchange Act of 1934
                           (Amendment No.  2   )*

                          AMCON Distributing Company
                               (Name of Issuer)

                    Common Stock, par value $.01 per share
                        (Title of Class of Securities)

                                (CUSIP Number)

    Michael D. James, Chief Financial Officer, AMCON Distributing Company
       7405 Irvington Road, Omaha, Nebraska 68122; Ph.(402) 331-3727
 (Name, Address and Telephone Number of Person Authorized to Receive Notices
                             and Communications)

                              September 5, 2003
           (Date of Event Which Requires Filing of the Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check
the following box / /.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).

CUSIP NO. 02341Q106

(1)  Name of reporting person(s)   William F. Wright
     I.R.S. identification no. of above persons (entities only) NOT REQUIRED

(2)  Check the appropriate box if a member of a group:   (a) / /
      (SEE INSTRUCTIONS)                                 (b) / /


(4)  Source of Funds   PF

(5)  Check If Disclosure Of Legal Proceedings Is Required
     Pursuant To Items 2(d) or 2(e:)                          / /

(6)  Citizenship of Place of Organization    United States

Number of shares beneficially owned by each reporting person with:

(7)  Sole voting power             783,758 /1/

(8)  Shared voting power                 0

(9)  Sole dispositive power        783,758 /1/

(10) Shared dispositive power            0

(11) Aggregate amount beneficially owned by each reporting person 783,758 /1/

(12) Check if the aggregate amount in row (11) excludes certain shares   / /

(13) Percent of class represented by amount in row (11)      24.7% /2/

(14) Type of reporting person (SEE INSTRUCTIONS)    IN-Individual

     /1/ Includes 61,750 shares of Common Stock held by AMCON Corporation,
over which Mr. Wright has voting and dispositive powers.  Also includes
options to purchase 6,600 shares of Common Stock at an exercise price of $9.00
per share which may be exercised currently.

    /2/  The percentage reported in row (13) is calculated based upon
3,168,954 shares of common stock of AMCON Distributing Company (the "Issuer")
issued and outstanding as of August 1, 2003, as reported by the Issuer in its
Quarterly Report on Form 10-Q for the quarter ended June 27, 2003.


This statement on Schedule 13D (this "Statement") relates to the common stock,
par value $0.01 per share (the "Common Stock"), of AMCON Distributing Company,
a Delaware corporation, with principal offices located at 7405 Irvington Road,
Omaha, NE 68122 (the "Issuer").


(a) NAME:                          William F. Wright

(b) RESIDENCE ADDRESS:             1431 Stratford Court
                                   Del Mar, California 92014

(c) PRESENT PRINCIPAL OCCUPATION:  Chairman of the Board of Issuer


    During the last five years, Mr. Wright has not been convicted in a
    criminal proceeding.


    During the last five years, Mr. Wright has not been a party to a civil
    proceeding of a judicial or administrative body of competent
    jurisdiction and as a result of which he was or is subject to a
    judgment, decree or final order enjoining future violations of  or
    prohibiting or mandating activity subject to federal or state securities
    laws or finding any violation with respect to such laws.


    Mr. Wright is a citizen of the United States of America.


Mr. Wright purchased 72,000 shares of the Issuer's Common Stock for himself in
a private transaction with his son, at a price of $4.70 per share, on
September 5, 2003.  Mr. Wright used personal funds to facilitate this


The Reporting Person acquired the 72,000 shares of Common Stock which required
the filing of this Statement from his son to provide funds for his personal
financial needs.  These shares were acquired for investment.  The Reporting
Person may purchase additional shares for investment from other family members
from time to time to provide funds for their personal financial needs.

In addition, subject to market conditions and other factors that the Reporting
Person may deem material to his investment decisions, the Reporting Person
may, from time to time, acquire additional shares of Common Stock, or rights
to purchase shares of Common Stock in the open market, from unrelated third
parties, in privately negotiated transactions or otherwise, depending upon the
price and availability of such shares or rights.  The Reporting Person intends
to review on a continuing basis various factors relating to his investment in
AMCON, including AMCON's business and prospects, the price and availability of
AMCON's securities, subsequent developments affecting AMCON, other investment
and business opportunities available to the Reporting Person, his general
investment and trading policies, market conditions or other factors.  Based on
these factors, the Reporting Person may determine to dispose of some of all of
his shares of AMCON Common Stock, periodically, by public or private sale
(registered or unregistered), gift, pledge, expiration of options or
otherwise, including, without limitation, sales of Common Stock by the
Reporting Person pursuant to Rule 144 under the Securities Act of 1933, as
amended, or otherwise.  The Reporting Person reserves the right not to acquire
Common Stock or not to dispose of all or part of such Common Stock if he
determines such acquisition or disposal is not in his best interests at that

As a substantial stockholder of AMCON or in his capacity as AMCON's Chairman
of the Board and Chief Executive Officer, the Reporting Person is continually
exploring strategic alternatives and various types of opportunities to enhance
the value of the outstanding Common Stock or otherwise serving AMCON's best
interests as well as his interests as an investor.  These could include:
(i) a sale of all or parts of AMCON's business or assets, (ii) the acquisition
of businesses or assets from third parties to enter new lines of business or
expansion of existing lines of business, (iii) emphasizing parts of AMCON's
business and de-emphasizing other parts of such business, (iv) evaluating the
advantages and disadvantages of remaining a publicly-traded company as
compared to being privately-held and determining whether to pursue a change in
that status, (v) conducting an issuer tender offer or a reverse stock split to
reduce or eliminate the holders of less than 100 shares of Common Stock in
order to reduce administrative expenses, and (vi) the possible sale of common
or preferred stock or other securities by AMCON to raise additional capital
for business expansion or other corporate purposes.  If these or other
alternatives or opportunities evolve into current plans or proposals, they
might relate to or result in one or more of the events or changes of the type
referred to in the next paragraph.

Other than as described above, the Reporting Person, in his capacity as
shareholder of AMCON, does not have any current plans or proposals which
relate to, or would result in, (a) any acquisition or disposition by him of
securities of AMCON, (b) any extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving AMCON or any of its
subsidiaries, (c) any sale or transfer of a material amount of assets of AMCON
or any of its subsidiaries, (d) any change in the present Board of Directors
or management of AMCON, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the Board, (e) any
material change in AMCON's present capitalization or dividend policy, (f) any
other material change in AMCON's business or corporate structure, (g) any
changes in AMCON's Certificate of Incorporation or Bylaws or other actions
which may impede the acquisition of control of AMCON by any person,
(h) causing a class of securities of AMCON to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-
ealer quotation system of a registered national securities association, (i)  a
class of AMCON's equity securities becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended, or (j) any action similar to those enumerated above.


(a)  Aggregate Number and Percentage of Common Stock Beneficially Owned:

     783,758 shares of Common Stock representing 24.7% of the issued and
     outstanding Common Stock of the Issuer

(c)  Number of shares of Common Stock over which Reporting Person has:

     (i)   Sole power to vote or to direct the vote: 783,758

     (ii) Shared power to vote or to direct the vote:       0

     (iii) Sole power to dispose or to direct the disposition of: 783,758

     (iv)  shared power to dispose or to direct the disposition of:      0

(d)  Not applicable.

(e)  Not applicable.

The percentage figures in this Item 5 were calculated based upon 3,168,954
shares of common stock of the Issuer issued and outstanding as of August 1,
2003, as reported by the Issuer in its Quarterly Report on Form 10-Q for the
quarter ended June 27, 2003.


There are no contracts, arrangements, understandings or relationships (legal
or otherwise) between Mr. Wright and any person with respect to any securities
of the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts
or calls, guarantees or profits, divisions of profits or loss, or the giving
or withholding of proxies.


Not applicable.


After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and

Dated: September 15, 2003

By: /s/ William F.  Wright
    William F.  Wright