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 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 and the other factors described under Item 1.A. of the Company's Annual Report on Form 10-K. 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

SOURCE: AMCON Distributing Company

AMCON Distributing Company
Christopher H. Atayan, 312-327-1770
Fax: 312-527-3964

AMCON reported revenues of $213.6 million in its Wholesale Distribution business and operating income before depreciation and amortization of $3.5 million in the third fiscal quarter. AMCON's Retail Health Food business reported revenues of $9.8 million and operating income before depreciation and amortization of $0.9 million.

Kathleen Evans, President of AMCON's Wholesale Distribution business commented, "Our managers worked diligently to make sure our customer base in the flood impacted areas experienced minimal disruptions. Clearly the fuel environment is challenging for us, our customers and their retail consumers. We are working closely with our vendors and customers to create value added propositions that we believe enable the consumer to stretch their budget and enhance loyalty."

Eric Hinkefent, President of AMCON's Retail Health Food business commented, "The market for natural products continues to be strong. We are committed to investing in our stores to maintain our position as the quality leader. We were especially pleased with the reintroduction of our website at our Akins subsidiary www.akins.com."

Income from continuing operations before income taxes was $1.5 million for the third fiscal quarter ended June 30, 2008 compared to $1.6 million in the comparable period in the prior year. The litigation matters that were resolved in the prior fiscal year have reduced our professional and legal costs during the period with significantly higher fuel costs partially offsetting that decrease. Additionally, interest expense decreased during the period because of lower borrowings and interest rates.

"We are aggressively managing expenses in this tough environment," commented Andrew Plummer AMCON's Chief Financial Officer. "We are especially pleased to announce that we were able to renew our credit facility one year early and extend it for another three years. This is a testament to our conservative financial posture given the tight credit markets. There is a direct correlation between our liquidity and our ability to develop opportunities for our customers."

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 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 and the other factors described under Item 1.A. of the Company's Annual Report on Form 10-K. 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

             AMCON Distributing Company and Subsidiaries
                Condensed Consolidated Balance Sheets
                 June 30, 2008 and September 30, 2007
----------------------------------------------------------------------
                                             June 2008     September
                                            (Unaudited)      2007
                                           ------------- -------------
ASSETS
Current assets:
  Cash                                     $     646,696 $     717,554
  Accounts receivable, less allowance for
   doubtful accounts of $0.5 million and
   $0.3 million, respectively                 25,537,979    27,848,938
  Inventories, net                            37,730,061    29,738,727
  Deferred income taxes                        1,588,880     1,446,389
  Current assets of discontinued
   operations                                      3,485        18,897
  Prepaid and other current assets             4,261,048     5,935,208
                                           ------------- -------------
     Total current assets                     69,768,149    65,705,713

Property and equipment, net                   11,080,791    11,190,768
Goodwill                                       5,848,808     5,848,808
Other intangible assets, net                   3,373,269     3,400,070
Deferred income taxes                            625,261     2,768,043
Non-current assets of discontinued
 operations                                    2,057,033     2,057,033
Other assets                                   1,346,397     1,093,150
                                           -------------  ------------
                                           $  94,099,708 $  92,063,585
                                           ============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                         $  15,017,107 $  15,253,562
  Accrued expenses                             5,176,143     5,293,923
  Accrued wages, salaries and bonuses          1,654,009     2,202,594
  Income taxes payable                           197,407       367,773
  Current liabilities of discontinued
   operations                                  4,199,466     4,035,863
  Current maturities of credit facility        3,046,000     3,046,000
  Current maturities of long-term debt           726,548       568,024
                                           ------------- -------------
     Total current liabilities                30,016,680    30,767,739

Credit facility, less current maturities      35,354,698    35,808,180
Long-term debt, less current maturities        6,794,247     7,123,453
Noncurrent liabilities of discontinued
 operations                                    6,542,310     6,542,310

Series A cumulative, convertible preferred
 stock, $.01 par value 100,000 shares
 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 shares
 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 shares
 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, 1,000,000
   shares authorized, 260,000 shares
   outstanding and issued in Series A, B
   and C referred to above                             -             -
  Common stock, $.01 par value, 3,000,000
   shares authorized, 568,564 shares
   outstanding at June 2008 and 529,436
   shares outstanding at September 2007            5,686         5,295
  Additional paid-in capital                   6,817,726     6,396,131
  Retained earnings (deficit)                  2,289,989     (857,895)
                                           ------------- -------------
     Total shareholders' equity                9,113,401     5,543,531
                                           ------------- -------------
                                           $  94,099,708 $  92,063,585
                                           ============= =============

             AMCON Distributing Company and Subsidiaries
      Condensed Consolidated Unaudited Statements of Operations
      for the three and nine months ended June 30, 2008 and 2007
----------------------------------------------------------------------

                    For the three months       For the nine months
                         ended June                 ended June
                 -------------------------- --------------------------
                     2008         2007          2008         2007
                              (As Restated)              (As Restated)
                                   /1/                        /1/
                 ------------ ------------- ------------ -------------
Sales (including
 excise taxes of
 $53.6 million
 and $54.5
 million, and
 $151.5 million
 and $152.5
 million,
 respectively)   $223,397,392 $220,072,350  $624,472,299 $630,615,000
Cost of sales     207,135,083  203,027,613   577,272,429  583,227,961
                 ------------ ------------  ------------ ------------
Gross profit       16,262,309   17,044,737    47,199,870   47,387,039
                 ------------ ------------  ------------ ------------
Selling, general
 and
 administrative
 expenses          12,959,518   12,950,796    37,866,602   38,401,805
Depreciation and
 amortization         340,983      450,902     1,043,266    1,364,949
                 ------------ ------------  ------------ ------------
                   13,300,501   13,401,698    38,909,868   39,766,754
                 ------------ ------------  ------------ ------------
Operating income    2,961,808    3,643,039     8,290,002    7,620,285
                 ------------ ------------  ------------ ------------
Other expense
 (income):
 Interest
  expense             635,523    1,176,313     2,354,883    3,682,951
 Other (income),
  net                 (17,958)     (81,510)      (90,437)    (144,816)
                 ------------ ------------  ------------ ------------
                      617,565    1,094,803     2,264,446    3,538,135
                 ------------ ------------  ------------ ------------
Income from
 continuing
 operations
 before income
 tax expense        2,344,243    2,548,236     6,025,556    4,082,150
Income tax
 expense              857,000      995,000     2,226,000    1,586,000
                 ------------ ------------  ------------ ------------
Income from
 continuing
 operations         1,487,243    1,553,236     3,799,556    2,496,150
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 ($0.1)
  million and
  ($0.1)
  million, and
  ($0.2) million
  and ($0.3)
  million,
  respectively        (98,441)    (131,740)     (291,881)    (514,070)
                 ------------ ------------  ------------ ------------
(Loss) income on
 discontinued
 operations           (98,441)    (131,740)     (291,881)     315,020
                 ------------ ------------  ------------ ------------
Net income          1,388,802    1,421,496     3,507,675    2,811,170
Preferred stock
 dividend
 requirements        (104,386)    (104,386)     (314,306)    (313,158)
                 ------------ ------------  ------------ ------------
Net income
 available to
 common
 shareholders    $  1,284,416 $  1,317,110  $  3,193,369 $  2,498,012
                 ============ ============  ============ ============
  Basic
   earnings
   (loss) per
   share
   available to
   common
   shareholders:
    Continuing
     operations  $       2.57 $       2.75  $       6.50 $       4.14
    Discontinued
     operations         (0.18)       (0.25)        (0.54)        0.60
                 ------------ ------------  ------------ ------------

Net basic
 earnings per
 share available
 to common
 shareholders    $       2.39 $       2.50  $       5.96 $       4.74
                 ============ ============  ============ ============
  Diluted
   earnings
   (loss) per
   share
   available to
   common
   shareholders:
    Continuing
     operations  $       1.75 $       1.80  $       4.46 $       2.91
    Discontinued
     operations         (0.12)       (0.15)        (0.34)        0.37
                 ------------ ------------  ------------ ------------
Net diluted
 earnings per
 share available
 to common
 shareholders    $       1.63 $       1.65  $       4.12 $       3.28
                 ============ ============  ============ ============
Weighted average
 shares
 outstanding:
  Basic               537,064      527,062       536,002      527,062
  Diluted             851,911      862,598       850,898      858,085

             AMCON Distributing Company and Subsidiaries
      Condensed Consolidated Unaudited Statements of Cash Flows
           for the nine months ended June 30, 2008 and 2007
----------------------------------------------------------------------
                                             2008           2007
                                                        (As restated)
                                                             /1/
                                         -------------  -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                             $   3,507,675  $   2,811,170
  Deduct: (Loss) income from
   discontinued operations, net of tax        (291,881)       315,020
                                         -------------  -------------
  Income from continuing operations          3,799,556      2,496,150

  Adjustments to reconcile net income
   from continuing operations to net
   cash flows from operating activities:
     Depreciation                            1,016,465      1,335,149
     Amortization                               26,801         29,800
     (Gain) on sale of property and
      equipment                                (36,417)       (16,667)
     Stock based compensation                  302,350         37,800
     Deferred income taxes                   2,000,291      1,815,598
     Provision (benefit) for losses on
      doubtful accounts                        238,000        (93,192)
     Provision for losses on inventory
      obsolescence                             118,976        148,568
  Changes in assets and liabilities:
     Accounts receivable                     2,072,959      1,255,235
     Inventories                            (8,110,310)    (1,500,965)
     Prepaid and other current assets        1,674,160     (1,001,873)
     Other assets                             (253,247)        96,420
     Accounts payable                         (236,455)    (2,310,087)
     Accrued expenses and accrued wages,
      salaries and bonuses                    (666,365)       563,828
     Income tax payable                       (170,366)       (13,220)
                                         -------------  -------------
Net cash flows from operating activities
 - continuing operations                     1,776,398      2,842,544
Net cash flows from operating activities
 - discontinued operations                    (112,866)    (1,915,011)
                                         -------------  -------------
Net cash flows from operating activities     1,663,532        927,533

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of property and equipment      (667,268)      (345,637)
     Proceeds from sales of property and
      equipment                                 74,821         34,275
                                         -------------  -------------
Net cash flows from investing activities
 - continuing operations                      (592,447)      (311,362)
Net cash flows from investing activities
 - discontinued operations                           -      3,965,394
                                         -------------  -------------
Net cash flows from investing activities      (592,447)     3,654,032

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net payments on bank credit
      agreements                              (453,482)    (2,956,248)
     Dividends on preferred stock             (314,306)      (313,158)
     Dividends on common stock                 (45,485)             -
     Proceeds from exercise of stock
      options                                  119,636              -
     Principal payments on long-term
      debt                                    (448,306)      (415,288)
                                         -------------  -------------
Net cash flows from financing activities
 - continuing operations                    (1,141,943)    (3,684,694)
Net cash flows from financing activities
 - discontinued operations                           -       (789,874)
                                         -------------  -------------
Net cash flows from financing activities    (1,141,943)    (4,474,568)
                                         -------------  -------------
Net change in cash                             (70,858)       106,997

Cash, beginning of period                      717,554        481,138
                                         -------------  -------------
Cash, end of period                      $     646,696  $     588,135
                                         =============  =============

Supplemental disclosure of cash flow
 information:
 Cash paid during the period for
  interest                               $   2,488,101  $   3,729,280
 Cash paid during the period for income
  taxes                                        221,076         99,050

Supplemental disclosure of non-cash
 information:
  Buyer's assumption of HNWC lease in
   connection with the sale of HNWC's
   assets - discontinued operations                  -       (225,502)
  Acquisition of equipment through
   capital leases                              277,624              -

/1/ As previously disclosed in the Company's Fiscal 2007 Annual Report on Form 10-K, during 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. As required by U.S. generally accepted accounting principles, this change in accounting principle was reflected in the Company's financials statements through the retroactive application of the FIFO method and the restatement of prior fiscal periods, including the three and nine month fiscal periods ended June 2007.

SOURCE: AMCON Distributing Company

AMCON Distributing Company
Christopher H. Atayan, 312-327-1770
Fax: 312-527-3964