SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

ANDERSON MICHAEL J

(Last)

(First)

(Middle)

480 W DUSSEL DR

(Street)

MAUMEE

43537

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ANDERSONS INC [ ANDE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/23/2006

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK	01/23/2006		J⁽¹⁾		21.626	A	$45.95	88,531.613	D
COMMON STOCK	02/07/2006		M		5,000	A	$10	93,531.613	D
COMMON STOCK	02/07/2006		F		2,304	D	$52.33	91,227.613	D
COMMON STOCK								51,546	I	Mrs. Carol H. Anderson-spouse
COMMON STOCK								7,282⁽²⁾	I	Laura J. Anderson, UGMA
COMMON STOCK								7,282	I	Colin J. Anderson, UGMA

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
STOCK OPTION	$10	02/07/2006		M			5,000	01/01/2002	01/01/2007	COMMON STOCK	5,000	$10	20,000	D
PERFORMANCE SHARE UNIT	$0.00⁽³⁾							12/31/2007	01/01/2008	COMMON STOCK	0⁽³⁾		5,040	D
STOCK OPTION	$8.875							01/02/1997	01/02/2007	COMMON STOCK	6,761		6,761	D
STOCK OPTION	$8.875							01/01/1998	01/01/2008	COMMON STOCK	5,071		5,071	D
STOCK OPTION	$10							01/01/2002	01/01/2012	COMMON STOCK	10,000		10,000	D
STOCK OPTION	$12.7							01/01/2003	01/01/2008	COMMON STOCK	35,000		35,000	D
STOCK OPTION	$15.967							01/01/2004	01/01/2009	COMMON STOCK	33,500		33,500	D
STOCK OPTION	$31							04/01/2005	03/31/2010	COMMON STOCK	30,000		30,000	D

Explanation of Responses:

1. Acquisition pursuant to Rule 16b-3(c)

2. Shares have been previously reported; however, no longer will be reported as individual is no longer a minor living in the residence.

3. Stock Performance Unit granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on cumulative EPS from 1/1/2005 to 12/31/2007. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.

Remarks:

	Michael J. Anderson	02/07/2006
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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