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 OF SECURITIES 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 * FALLAT DALE W   2. Issuer Name and Ticker or Trading Symbol ANDERSONS INC [ANDE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) 480 W DUSSEL DR 3. Date of Earliest Transaction (Month/Day/Year) 04/24/2006 (Street) MAUMEE, OH 43537 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price COMMON STOCK 04/24/2006   J(1)   5.258 A $ 94.54 14,103.337 D   COMMON STOCK 06/28/2006   J(2)   14,103.337 A $ 0 (2) 28,206.674 D

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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 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

PERFORMANCE SHARE UNIT

$ 0 (3)

06/28/2006

J(4)

420

12/31/2007

01/01/2008

COMMON STOCK

0 (3)

$ 0

840

D

PERFORMANCE SHARE UNIT

$ 0 (5)

06/28/2006

J(4)

280

12/31/2008

01/01/2009

COMMON STOCK

0 (5)

$ 0

560

D

SOSAR

$ 39.115 (6)

06/28/2006

J(6)

1,500

04/01/2009

04/01/2011

COMMON STOCK

1,500

$ 0

3,000

D

STOCK OPTION

$ 6.35 (6)

06/28/2006

J(6)

3,200

01/01/2003

01/01/2008

COMMON STOCK

3,200

$ 0

6,400

D

STOCK OPTION

$ 7.9835 (6)

06/28/2006

J(6)

2,800

01/01/2004

01/01/2009

COMMON STOCK

2,800

$ 0

5,600

D

STOCK OPTION

$ 15.5 (6)

06/28/2006

J(6)

2,500

04/01/2005

03/31/2010

COMMON STOCK

2,500

$ 0

5,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FALLAT DALE W 480 W DUSSEL DR MAUMEE, OH 43537			Vice President

Signatures

Dale W. Fallat, by: Gary Smith, Limited Power of Attorney		06/30/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Acquisition pursuant to Rule 16b-3(c)
(2)	Represents shares received following a 2-for-1 stock split on June 28, 2006
(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.
(4)	As result of 2-for-1 stock split on June 28,2006, PSUs have increased as noted.
(5)	Stock Performance Unit granted pursuant to The Andersons, Inc. Plan. Units vest 100% in 3 years contingent on cumulative EPS from 1/1/2006 to 12/31/2008. Number of underlying shares are determined by the three-year cumulative fully diluted EPS for the performance period.
(6)	As a result of a 2-for-1 stock split on June 28, 2006, the option shares have increased as noted and the exercise price has been adjusted to one-half of the previously reported exercise price.

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