Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 21, 2007, our Board of Directors approved an amendment to our Bylaws providing for shares of our company's stock to be issued, held and transferred:

- in certificated form, in which shares are represented by physical certificates, or

- in uncertificated form, in which shares are held in book-entry form pursuant to a direct registration system without being represented by a physical certificate.

This amendment provides that shares of our company's stock may be issued and held in uncertificated form if our board of directors adopts a resolution permitting such shares to be uncertificated. On November 21, 2007, our company's board of directors adopted such a resolution with respect to our company's common stock. As a result of the Bylaw amendment and this board resolution, our shareholders will be able to have their shares of our company's common stock represented by one or more physical certificates, recorded in uncertificated form, or represented and recorded by a combination of physical certificates and uncertificated book-entries. The Bylaw amendment is designed to be responsive to applicable American Stock Exchange requirements that listed securities be made eligible for inclusion on a direct registration system by January 1, 2008. Prior to our board's approval of the Bylaw amendment, shares of our company's common stock were required to be in certificated form.

In addition to approving the Bylaw amendment referred to above, our board of directors approved the amendment and restatement of our Bylaws. With the exception of the changes made to permit shares being held in uncertificated form, no changes were made to our Bylaws as a part of this amendment and restatement. The amendment and restatement of our Bylaws, which includes the amendment summarized above, became effective on November 21, 2007. However, shareholders will not have the opportunity to put their shares into uncertificated form until later this year when our transfer agent notifies us that it is able to process shareholder requests to do so.

A copy of our amended and restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference. The description of the Bylaw amendment contained in this report is qualified in its entirety by reference to such document.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits EXHIBIT NO. DESCRIPTION Exhibit 3.2 Amended and Restated Bylaws of AMCON Distributing Company