EXHIBIT 4.3


                  Incorporated Under the Laws of Delaware

  Number                                                      Shares
   -0-                                                          -0-

                         AMCON DISTRIBUTING COMPANY

                    Series B Convertible Preferred Stock

                 80,000 Shares Authorized; $.01 Par Value

This Certifies that                               is the owner of
                   -------------------------------               -----------
                       Shares of the Capital Stock of
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                        AMCON Distributing Company

transferable only on the books of the Corporation by the holder hereof in
person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof she said Corporation has caused this Certificate to be
signed by its duly authorized officers and its Corporate Seal to be hereunto
affixed

                this              day of             A.D.
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                       President                                   Secretary























The shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws.
These shares have been acquired for investment and not with a view to
distribution or resale, and may not be sold, pledged, hypothecated, donated
or otherwise transferred, whether or not for consideration, without an
effective registration statement under the Act, and any applicable state
securities laws, or an opinion of counsel satisfactory to the Corporation
that such registration is not required with respect to the proposed
disposition thereof and that such disposition will not cause the loss of the
exemption upon which the Corporation relied in selling such shares of the
original purchaser.

The Corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative, participating,
optional or other special rights of each call of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.



For Value Received,                   hereby sell, assign and transfer unto
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                                              Shares of the Capital Stock
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represented by the within Certificate, and do hereby irrevocably constitute
and appoint                             , to transfer the said Stock on the
            ----------------------------
books of the within named Corporation with full power of substitution in the
premises.

Dated                    A.D.
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In presence of
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NOTICE.  THE SIGNATURE OF THIS ASSIGNMENT WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERNATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.