Sec Form 4 Filing - PETERSEN ALLEN D @ AMCON DISTRIBUTING CO - 2006-08-31

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person PETERSEN ALLEN D 2. Issuer Name and Ticker or Trading Symbol AMCON DISTRIBUTING CO [ DIT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 122 WEST COUNTY LINE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2006 (Street) BARRINGTON HILLS, IL60010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Convertible Preferred Stock ( 1 ) 08/31/2006 ( 2 ) P 20,000 ( 1 ) ( 3 ) Common Stock 16,496 $ 12.5 80,000 ( 4 ) I By Draupnir Capital, LLC ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PETERSEN ALLEN D 122 WEST COUNTY LINE ROAD BARRINGTON HILLS, IL60010 X X Signatures Andrew C. Plummer Attorney in fact for Allen D. Petersen 09/28/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each share of Series A Convertible Preferred Stock is convertible at any time into a number of shares of AMCON Distributing Company determined by dividing $25 by the Conversion Price. The Conversion Price is currently $30.31 per share and is subject to customary anti-dilution adjustments in the event of stock splits, stock dividends and certain other distributions on the common stock. ( 2 )Not applicable. ( 3 )There is no expiration date on the Series A Convertible Preferred Stock. ( 4 )Draupnir, LLC is the parent of Draupnir Capital, LLC for which the Reporting Person is a Member and Managing Director of the limited liability company that directly owns the reported securities. The Reporting Person disclaims beneficial ownership of the reported securities, except to the extent of his pecuniary interest therein, and the inclusion of the reported securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 of the Securities Exchange Act of 1934 or any other purpose.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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