SEC Form 3

FORM 3

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

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1. Name and Address of Reporting Person* ALEXANDER DAWSON FOUNDATION (Last) (First) (Middle) 4045 SOUTH SPENCER STREET SUITE 312 (Street) LAS VEGAS NV 89119 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/08/2004	3. Issuer Name and Ticker or Trading Symbol AMCON DISTRIBUTING CO [ DIT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convertible Pref. Stock, par value $.01 per share	10/08/2004	(1)	Common Stock, par value $.01 per share	81,135(2)	$24.65(2)	I	Through wholly-owned subsidiaries(3)(4)

Explanation of Responses:

1. The issuer may redeem the Series B Convertible Preferred Stock, at its option, commencing October 9, 2006 and the Series B Convertible Preferred Stock must be redeemed upon a change of control, as defined in the Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock will remain outstanding and convertible until converted or redeemed.

2. The conversion price and number of shares issuable on conversion are subject to anti-dilution adjustments.

3. The Series B Convertible Preferred Stock is owned directly by Spencer Street Investments, Inc., a wholly-owned subsidiary of Alexander Dawson, Inc. which is, in turn, a wholly owned subsidiary of the Reporting Person. The address of Spencer Street Investments, Inc and Alexander Dawson, Inc. is 4045 South Spencer Street, Las Vegas NV 89119.

4. The Reporting Person has granted a participation interest in 20% of any capital gains realized by the Reporting Person in the investment in the Issuer represented by the Series B Convertible Preferred Stock. The Reporting Person retains the power to vote or dispose of, and to direct the vote or disposition of the Series B Convertible Preferred Stock. Such participation interest may be deemed to reduce the Reporting Person's pecuniary interest in the Series B Convertible Preferred Stock under Rule 16a-(2)(i) under the Securities Exchange Act of 1934.

Remarks:

	Joseph Borini, Trustee	11/12/2004
	** Signature of Reporting Person	Date
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 5 (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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