SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant þ

Filed by a Party other than the Registrant o

The Andersons, Inc.

Payment of Filing Fee (Check the appropriate box):

THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537

March 15, 2005

Dear Shareholder:

          You are cordially invited to attend the Annual Meeting of shareholders that will be held on Thursday, May 6, 2005, at 1:30 p.m., local time, at The Andersons’ Headquarters Building, 480 West Dussel Drive, Maumee, Ohio 43537.

          This booklet includes the formal notice of the meeting and the proxy statement. The proxy statement tells you more about the agenda and how to vote your proxy and procedures for the meeting. It also describes how the board operates and gives you information about our director candidates. A form of proxy for voting at the meeting and our 2004 annual report to shareholders is included with this booklet.

          It is important that your shares are represented and voted at the Annual Meeting, regardless of the size of your holdings. I urge you to vote your proxy as soon as possible so that your shares may be represented at the meeting. If you attend the Annual Meeting, you may revoke your proxy in writing and vote your shares in person, if you wish.

          I look forward to seeing you on May 6.

THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

Matters to be voted upon:

Holders of record of The Andersons, Inc. Common Shares as of the close of business on February 28, 2005 will be entitled to vote at the Annual Meeting.

Whether or not you plan to attend the Annual Meeting in person and regardless of the number of shares you own, please vote your shares by proxy, either by mailing the enclosed proxy card, by telephone or via the internet. If you attend the Annual Meeting, you may revoke your proxy in writing and vote your shares in person, if you wish.

Contents

THE ANDERSONS, INC.
480 West Dussel Drive
Maumee, Ohio 43537

PROXY STATEMENT
__________________

Annual Meeting of Shareholders
May 6, 2005

Introduction

     The Board of Directors is soliciting your proxy to encourage your participation in the voting at the Annual Meeting and to obtain your support on each of the proposals. You are invited to attend the Annual Meeting and vote your shares directly. However, even if you do not attend, you may vote by proxy, which allows you to direct another person to vote your shares at the meeting on your behalf. This proxy is being mailed to shareholders on or about March 15, 2005.

This Proxy Solicitation

     Included in this package are the proxy card and this proxy statement. The proxy card and the identification number on it are the means by which you authorize another person to vote your shares in accordance with your instructions.

     This proxy statement provides you with information about the proposals and about The Andersons, Inc. (“Corporation”) that you may find useful in deciding how to vote. After this introduction, you will find the following eight sections:

The Annual Meeting

     As shown on the Notice of Annual Meeting, the Annual Meeting will be held on Thursday, May 6, 2005, at The Andersons’ Headquarters Building in Maumee, Ohio. The Corporation’s Code of Regulations requires that a majority of our Common Shares be represented at the Annual Meeting, either in person or by proxy, in order to transact business.

     Abstentions and broker non-votes (proxies held in street name by brokers that are not voted on all proposals) will be treated as present for purposes of determining whether a majority is represented.

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     There were no shareholder proposals submitted for the Annual Meeting. We must receive any shareholder proposals for the 2006 Annual Meeting at our principal offices in Maumee, Ohio by December 31, 2005.

Common Shares Outstanding

     On February 28, 2005, The Andersons, Inc. had issued and outstanding 7,389,519 shares of common stock.

Voting

     You are entitled to one vote at the Annual Meeting for each Common Share of The Andersons, Inc. that you owned of record as of the close of business on February 28, 2005.

How to Vote Your Shares

     You may vote your shares at the Annual Meeting by proxy or in person. Even if you plan to attend the meeting, we urge you to vote in advance. If your shares are recorded in your name, you may cast your vote in one of these four ways:

     Shareholders who hold their shares beneficially in street name through a nominee (such as a bank or a broker) may be able to vote by telephone or the Internet as well as by mail. You should follow the instructions you receive from your nominee to vote these shares.

     When you vote by proxy, the shares you hold will be voted in accordance with your instructions. Your telephone or mail proxy vote will direct the designated persons (known as “proxies”) to vote your shares at the Annual Meeting in accordance with your instructions. The Board has designated Naran Burchinow, Matt Anderson and Dale Fallat to serve as the proxies for the Annual Meeting.

How to Revoke Your Proxy

     You may revoke your proxy at any time before it is exercised by any of the following means:

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Voting at the Annual Meeting

     Your shares will be voted at the meeting as directed by the instructions on your proxy card or voting instructions if: (1) you are entitled to vote, (2) your proxy was properly executed, (3) we received your proxy prior to the Annual Meeting, and (4) you did not revoke your proxy prior to the meeting.

The Board’s Recommendations

     If you send a properly executed proxy without specific voting instructions, the designated proxies will vote your shares for the election of the nominated directors and the ratification of the independent registered public accounting firm.

Votes Required to Approve Each Item

     The Code of Regulations also states that the nominees for director receiving the greatest number of votes shall be elected. Therefore, abstentions and broker non-votes will not count as a vote for or against the election of directors. The ratification of independent registered public accounting firm requires a majority of the common shares present and eligible to vote. A broker non-vote or abstention will count as a vote against this proposal. The approval of the 2005 Long-Term Performance Compensation Plan requires a majority of the common shares present and eligible to vote. A broker non-vote or abstention will count as a vote against this proposal.

Where to Find Voting Results

     We will announce the voting results at the Annual Meeting and will publish the voting results in the Corporation’s Form 10-Q for the second quarter ended June 30, 2005. We will file that Form 10-Q with the Securities and Exchange Commission in August 2005.

Proposals

     The Governance / Nominating Committee and the Board, including all independent directors, have nominated ten directors each for a one-year term. The Audit Committee has hired and the Board has approved PricewaterhouseCoopers LLP as the Corporation’s independent registered public accounting firm for the year 2005 and recommends that you vote for their ratification. Finally, the Board has adopted the 2005 Long-Term Performance Compensation Plan.

Election of Directors

     The Board of Directors recommends the election of each of the nominees listed below. Each Director that is elected will serve until the next Annual Meeting or until their earlier removal or resignation. Each of the nominees listed is currently a Director of the Corporation.

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The Board of Directors expects all nominees named below to be available for election. In case any nominee is not available, the proxy holders may vote for a substitute, unless the Board of Directors reduces the number of directors.

     Directors will be elected at the Annual Meeting by a plurality of the votes cast at the Annual Meeting by the holders of shares represented in person or by proxy. There is no right to cumulate voting as to any matter, including the election of directors.

     The following is a brief biography of each nominee. Information as to their ownership of the Common Shares can be found in the Share Ownership section at page 16. All information provided is current as of the record date – February 28, 2005.

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     Richard P. and Thomas H. Anderson are brothers; Paul M. Kraus is their brother-in-law. Michael J. Anderson is a nephew of Richard P. and Thomas H. Anderson and Paul M. Kraus.

     Charles A. Sullivan was formerly Chairman and Chief Executive Officer of Interstate Bakeries Corporation, which filed for Chapter 11 reorganization under the federal bankruptcy code on September 22, 2004. Mr. Sullivan’s last date of service as an executive officer of that company was September 30, 2002, which places the filing within the 2 year proxy disclosure requirement for bankruptcy filings. Michael J. Anderson remains a director of Interstate Bakeries Corporation.

     The Board of Directors recommends a vote FOR the election of the ten directors as presented.

Approval of Independent Registered Public Accounting Firm

     The Audit Committee has hired and the Board of Directors has approved PricewaterhouseCoopers LLP as our independent registered public accounting firm to audit the financial statements of the Corporation for fiscal year 2005.

     If the shareholders do not ratify this appointment by a majority of the shares represented in person or by proxy at the Annual Meeting, the Audit Committee will consider other independent registered public accounting firm.

     The Board of Directors recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm.

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Approval of the 2005 Long-Term Performance Compensation Plan

     The Board of Directors presents to shareholders a proposal to approve and adopt The Andersons, Inc. 2005 Long-Term Performance Compensation Plan (the “Plan”) under which 410,000 shares of the Corporation’s Common Shares will initially be reserved for issuance. The Plan will be a successor plan to the Corporation’s existing Amended and Restated Long-Term Performance Compensation Plan dated December 14, 2001 (the “Prior Plan”) that was approved by the shareholders at the 2002 annual meeting. The Prior Plan will be frozen upon the approval of the Plan. It is estimated that as of April 2, 2005 there will be 212,000 previously authorized shares remaining to be issued under the Prior Plan that shall be transferred to the Plan. The previously authorized shares are included in the initial reserve proposal. Therefore, approval and adoption of the Plan by shareholders represents the authorization of 200,000 additional shares. The Plan is similar to the Prior Plan, but with the following differences:

The Board of Directors unanimously approved the proposed Plan, subject to shareholder approval at their Annual Meeting. The Plan is effective May 7, 2005 subject to the approval of the shareholders. The text of the proposed 2005 Long-Term Performance Compensation Plan is set forth in Appendix A to this Proxy Statement.

     The Board of Directors recommends a vote FOR approval of the Plan.

Other Business

     At the date of this Proxy Statement, we have no knowledge of any business other than the proposals described above that will be presented at the Annual Meeting. If any other business should properly come before the Annual Meeting, the proxies will be voted at the discretion of the proxy holders.

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Board of Directors

Board Meetings and Committees

     The Board of Directors (the “Board”) held 5 meetings in 2004. Each director attended 75% or more of the 2004 meetings of the Board and its committees. Eight of the ten Board members attended the Annual Shareholders Meeting held on May 13, 2004.

     Audit Committee: The Audit Committee, among other duties, appoints the independent registered public accounting firm, reviews the internal audit and external financial reporting of the Corporation, reviews the scope of the independent audit and considers comments by the independent registered public accounting firm regarding internal controls and accounting procedures and management’s response to those comments. The Audit Committee met five times in 2004.

     The Board has determined that Donald L. Mennel, the Chairman of the Audit Committee, is an audit committee financial expert as defined in the federal securities laws. All members of the Audit Committee are independent as defined in the listing standards of the NASDAQ. Prior to May 2004, the Audit Committee Chair was David L. Nichols. He resigned from his position as chair, but continues as a member of the committee.

     Compensation Committee: The Compensation Committee, comprised solely of three independent directors, reviews the recommendations of the Corporation’s Chief Executive Officer as to the appropriate compensation that includes base salaries, short-term and long-term compensation, and benefits of the Corporation’s officers (other than the Chief Executive Officer) and determines the compensation of such officers and the Corporation’s Chief Executive Officer for the ensuing year. In addition, under the Corporation’s Prior Plan and 2005 Long-Term Performance Compensation Plan, the Compensation Committee reviews, approves and recommends to the Board of Directors grants of equity-based compensation to all participants. The Compensation Committee met twice in 2004.

     Governance / Nominating Committee: The Governance / Nominating Committee is comprised solely of three independent directors. This Committee met twice in 2004. The Committee recommends to the Board actions to be taken regarding its structure, organization and functioning, selects and reviews candidates to be nominated to the Board, reports to the Board regarding the qualifications of such candidates, recommends a slate of directors to be submitted

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to the shareholders for approval and conducts regular meetings of the independent directors without management being present. The Governance / Nominating Committee recommends the election to the Board of each nominee named in this Proxy Statement. The charter for the Governance / Nominating Committee was included in the Proxy Statement for the 2004 Annual Meeting held on May 13, 2004 as Appendix C. All members of the Governance / Nominating Committee are independent as defined in the listing standards of the NASDAQ.

     It is the policy of the Governance/Nominating Committee to consider for nomination as a director any person whose name is submitted by a shareholder, provided that the submission is made prior to December 31 or the year that precedes the next annual meeting of shareholders and provided that the person is willing to be considered as a candidate.

     Each candidate for director is evaluated on the basis of his/her ability to contribute expertise to the businesses and services in which the Corporation engages, to conduct himself/herself in accordance with the Statement of Principles, and to contribute to the Mission and greater good of the Corporation. The candidate’s particular expertise, as well as existing Board expertise, is taken into consideration. A candidate’s “independence,” as defined by applicable laws, and the Board’s ratio of independent to non-independent directors is also taken into consideration. Qualifications and specific qualities or skills considered necessary for one or more of the directors to possess include, but are not limited to, the following:

Submission of names by shareholders are to be made to the Secretary of the Corporation, at the Corporation’s Maumee, Ohio address, who, in turn, submits the names to the Chair of the Governance / Nominating Committee.

     Shareholder Communications to Board: Shareholders may send communications to the Board by writing any of its officers at the Corporation’s Maumee, Ohio, address; or, by calling any officer at 419-893-5050 or 800-537-3370. All shareholder communications intended for the Board will be forwarded to the Board members. Shareholders may also obtain additional information about the Corporation at the Corporation’s website (www.andersonsinc.com).

Code of Ethics

     The Corporation has a Standards of Business Conduct that applies to all employees, including the principal executive officer, principal financial officer and the principal accounting officer. This Standards of Business Conduct is available on the Corporation’s website (www.andersonsinc.com). The Corporation intends to post amendments to or waivers from its Standards of Business Conduct to the extent applicable to the Corporation’s chief executive officer, principal financial officer or principal accounting officer on its website.

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Director Compensation

     Directors who are not employees of the Corporation receive an annual retainer of $22,500. The chairpersons of the Audit, Compensation and Governance / Nominating Committees each receive an additional retainer of $3,000. Directors may elect to take their annual retainer in cash, Common Shares, stock options on the Corporation’s Common Shares or as deferred compensation.

     Directors who are not employees of the Corporation receive a fee of $1,000 for each Board Meeting and Annual Meeting attended. Members of each committee, including the chairpersons, who are not employees of the Corporation, receive $1,000 for each committee meeting attended. Participation in Board and committee meetings by phone will be paid at a rate of one half of the regular meeting amount. Beginning in 2002, directors participating in telephone conference meetings with management that are not regularly scheduled committee meetings, also receive a fee of the greater of $500 or one half of the regular meeting amount.

     Directors and Thomas Anderson, chairman emeritus, also receive an option grant each year based partially on the Corporation’s financial performance of the previous year. In 2005, the grant date was moved to April 1 from January 1, which allows for completion of the annual audit of the prior year. Director grants vest after one year, expire in five years and are granted at the market price on the date of grant. Each director received a grant of 2,100 options on January 1, 2004 and is expected to receive a grant of 3,000 option shares on April 1, 2005.

     Thomas Anderson, chairman emeritus, receives payments totaling $75,000 annually from the Corporation comprised of an annual retainer of $20,000 for Board of Director responsibilities and $55,000 for business consulting and advisory services.

Audit Committee Report

     The Audit Committee of The Andersons, Inc. Board of Directors is comprised of three independent directors and operates under a written charter (included in the Proxy Statement for the May 13, 2004 Annual Meeting as Appendix A). The Audit Committee appoints, compensates and oversees the Corporation’s independent registered public accounting firm. The Audit Committee’s appointment is presented to the shareholders in the annual proxy statement for ratification.

     Management is responsible for the Corporation’s internal controls, financial reporting process and compliance with laws and regulations and ethical business standards. The Corporation’s independent registered public accounting firm is responsible for performing an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States) and for issuing their report. The Audit Committee is responsible to monitor and oversee these processes.

     In this context, the Audit Committee has met and held discussions with management, internal audit and the independent registered public accounting firm. Management represented to the Audit Committee that the consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management, internal audit and the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

     The Corporation’s independent registered public accounting firm also provided to the Audit Committee the written disclosures required by Independence Standards Board Standard

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No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent registered public accounting firm that firm’s independence.

     The Audit Committee has also reviewed the services provided by the independent registered public accounting firm (as disclosed below under the caption “Audit Fees”) when considering their independence.

     Based upon the Audit Committee’s discussion with management and the independent registered public accounting firm and the Audit Committee’s review of the representations of management and the report of the independent registered public accounting firm to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004 filed with the Securities and Exchange Commission.

Appointment of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm

     PricewaterhouseCoopers LLP (“PwC”) served as the Corporation’s independent registered public accounting firm for the year ended December 31, 2004. The Audit Committee has appointed PwC as the independent registered public accounting firm of the Corporation for the year ended December 31, 2005.

     Representatives from PricewaterhouseCoopers LLP are expected to attend the meeting. They will have an opportunity to make a statement at the meeting if they desire to do so and are expected to be available to respond to questions.

Audit Fees

     During 2004, PwC not only acted as the Corporation’s independent registered public accounting firm but also rendered other services to the Corporation. The following table sets forth the aggregate fees billed by PwC for audit services related to 2004 and 2003 and for other services billed in the most recent two years:

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     In accordance with the Securities and Exchange Commission’s rules issued pursuant to the Sarbanes Oxley Act of 2002, which were effective as of May 6, 2003 and require, among other things, that the Audit Committee pre-approve all audit and non-audit services provided by the Corporation’s independent registered public accounting firm, the Audit Committee has adopted a formal policy on auditor independence requiring the approval by the Audit Committee of all professional services rendered by the Corporation’s independent registered public accounting firm. This policy specifically pre-approves at the beginning of each fiscal year all audit and audit-related services to be provided by the independent registered public accounting firm during that fiscal year within a general budget. The Audit Committee is updated as to the actual billings for these items on a quarterly basis.

     Tax and all other services that are permitted to be performed by the independent registered public accounting firm, but could also be performed by other service providers, require specific pre-approval by the Audit Committee after considering other bids and the impact of these services on auditor independence. If the Audit Committee pre-approves services in these categories obtained from the independent registered public accounting firm, the Audit Committee is updated on a quarterly basis as to the actual fees billed under each project.

     Since May 6, 2003, 100% of the tax and other fees were pre-approved by the Audit Committee. All fees noted above were for full-time, permanent employees of PricewaterhouseCoopers LLP.

2005 Long-Term Performance Compensation Plan

Purpose

     On March 31, 2004, the Financial Accounting Standards Board (“FASB”) issued its exposure draft, Share-Based Payment, an amendment of Statement of Financial Accounting Standard 123 and 95. As expected, the final FASB Standard issued in December 2004 will require the recognition of cost of employee services received in exchange for equity instruments in the financial statements in 2005 for the Corporation. This, along with increasing concerns from investors regarding the delivery of equity compensation and the potential dilutive effects of traditional options led the Corporation to re-evaluate the design of the Amended and Restated Long-Term Performance Compensation Plan (the “Prior Plan”) to ensure that the objectives and elements of the 2005 Long-Term Performance Compensation Plan (the “Plan”) provided the best incentive for executive and management performance and the best alignment of participant interests with the interests of shareholders.

     Therefore the primary purpose of the Plan is to provide competitive long-term compensation to participants in order to align their interest with shareholder interest through share ownership and investment in the Corporation, and to encourage long-term growth in shareholder value through the achievement of specified financial objectives. The Corporation’s management believes that the Corporation’s future success and profitability will depend in large measure on its ability to continue to attract, retain and motivate highly qualified individuals. In order to do this, an effective compensation policy for these individuals must include not only a competitive annual salary and bonus, but also long-term incentives linked to growth in shareholder value and corporate performance.

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Common Shares Available under the 2005 Long-Term Performance Compensation Plan

     The Plan authorizes 200,000 Common Shares to be used for the grant of awards in addition to the number of Common Shares that remain available under the Prior Plan at its termination. To the extent that any award expires, is forfeited or terminates without having been exercised, the Common Shares subject to that award will be available for other awards.

     The Corporation intends to utilize treasury shares that it has purchased for awards under the Prior Plan. As of February 28, 2005, approximately 1,041,000 Common Shares were held in treasury.

Terms of the 2005 Long-Term Performance Compensation Plan

     The 2005 Long-Term Performance Compensation Plan is set forth in its entirety in Appendix A to this Proxy Statement. The following is a summary of the principal features. Reference to the Plan in the following is to the 2005 Long-Term Performance Compensation Plan.

General terms

     The primary purpose of the Plan is to provide competitive long-term compensation to participants in order to align their interest with shareholder interests through share ownership and investment in the Corporation, and to encourage long-term growth in shareholder value through the achievement of specified financial objectives. Officers and key employees, as well as non-employee directors, are eligible to receive non-qualified stock options, incentive stock options, stock only stock appreciation rights (“SOSARs”), restricted shares, performance share units (“PSUs”) and/or other cash or Common Share performance awards. The Compensation Committee and the Board of Directors approves participant eligibility criteria, as well as the form of award (cash or Common Shares), the type, amount and the award terms.

     Vesting of options, SOSARs, PSUs and restricted shares is set forth in the award agreement and is established by the Committee. In certain circumstances, the vesting period, the amount awarded and the expiration period of the awards may be adjusted, as follows:

Death, Disability, Retirement or Termination of Employment due to Sale of a Participant’s Business Unit

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Change in Control

     Generally, a participant’s rights and interests in an award are not transferable except by will or in certain situations. For all awards, expiration is immediate if termination was for cause.

     The Plan will terminate on May 6, 2015. Termination will not affect the right of any Participant to receive awards previously granted.

Options

Stock Only Stock Appreciation Rights (SOSAR)

Performance Share Units (PSUs)

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Restricted Shares

Federal Income Tax Consequences

     The following is a brief description of the principal United States federal income tax consequences related to awards made under the 2005 Long-Term Performance Compensation Plan. The Corporation does not give tax advice, and recommends that each participant should consult his or her own tax advisor.

     A participant will not be subject to tax at the time a non-qualified option is granted. Upon the exercise of a non-qualified option, an amount equal to the difference between the option price and the fair market value of the shares acquired on the date of exercise will be included in the participant’s ordinary income and the Corporation will generally be entitled to deduct the same amount. Upon disposition of shares acquired upon exercise, appreciation or depreciation after the date of exercise will be treated by the participant as either capital gain or loss.

     A participant receiving an incentive stock option receives special federal income tax treatment under certain circumstances. Generally, a participant receiving an incentive stock option grant does not recognize taxable income either at the time of grant or at exercise. A participant must meet certain employment conditions to receive this special treatment and must hold the shares received upon exercise for certain periods to recognize capital gains rather than compensation income on certain portions of the sales proceeds of the shares issued at exercise. A participant may be subjected to alternative minimum tax upon the exercise of an incentive stock option. The Corporation has not issued any incentive stock options to date.

     In general, a participant who receives a performance share unit or restricted share does not recognize taxable income at the date the award is granted. The participant does recognize taxable compensation income at the time and in the amount of the value of any shares that become vested under the terms of the award.

     A participant who receives Common Shares under a performance share unit or restricted share award that are subject to vesting does not normally recognize taxable income at the time of grant. Instead the participant recognizes taxable compensation income at the time those shares vest, in an amount equal to the fair market value of such shares at the end of the performance period, or on the date the restriction lapses, as applicable. This fair market value is also the participant’s tax basis for those shares and the holding period normally begins on the day following the day that the performance period ends or the restriction lapses.

     Dividends paid on Common Shares subject to vesting are taxable compensation income for federal income tax purposes when received until the date the restriction lapses.

     Rather than recognizing income under the above rules, a participant may elect with respect to a restricted share award to recognize compensation income equal to the fair market value of the Common Shares on the award date by filing an election under Section 83(b) of the Internal Revenue Code. The election must be filed with the Internal Revenue Service no later

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than 30 days after the award date. If a participant makes such an election, his or her tax basis in those Common Shares is equal to the taxable compensation income and his or her holding period normally begins on the day following the award date.

     If a participant is subject to Section 16(b) of the Securities and Exchange Act of 1934, as amended, the tax consequences of a performance award or a restricted award may be different than those described above. Generally, a participant subject to Section 16(b) does not recognize taxable income on receipt of property such as Common Shares until he or she is no longer subject to liability with respect to disposition of such Common Shares. However, by filing an election under Section 83(b) of the Internal Revenue Code with the Internal Revenue Service no later than 30 days after the date of transfer of property, a Section 16(b) person will recognize taxable income at the time of such transfer. The tax basis and holding period for such shares is determined in the same way as for those of other shareholders making the Section 83(b) election described above.

     The previous discussion is intended only as a summary rather than a complete analysis of all potential tax effects relevant to participants in the Amended and Restated Long-Term Performance Compensation Plan. Participants are advised to consult their own tax advisor concerning federal, state, local and other tax considerations relating to such awards. In particular, it is recommended that each participant consult his or her own tax advisor if a) participant is subject to Section 16(b) or b) is considering making a Section 83(b) election.

Benefits under the 2005 Long-Term Performance Compensation Plan

     The following table sets forth the amount of options and restricted awards that were granted under the Prior Plan in 2004.

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Share Ownership

Shares Owned by Directors and Executive Officers

     This table indicates the number of Common Shares owned by the executive officers and directors as of February 28, 2005. The table displays this information for the group as a whole, for each director individually and for the five most highly compensated executive officers.

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Share Ownership of Certain Beneficial Owners

Compliance with Section 16(a) of the Securities Exchange Act of 1934

     Section 16(a) of the Securities Exchange Act of 1934, as amended, requires officers and directors to file reports of securities ownership and changes in such ownership with the Securities and Exchange Commission. In addition, persons that are not officers or directors but who beneficially own more than ten percent of Common Shares, must also report under Section 16(a). Copies of all Section 16(a) forms filed by officers, directors and greater-than-10% owners are required to be provided to the Corporation.

     We have reviewed the reports and written representations from the executive officers and directors. Based on our review, we believe that all filing requirements were met during 2004, except for the following:

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Executive Compensation

     This section contains charts that show the amount of compensation (both cash and Common Shares) earned by the Corporation’s five most highly paid executive officers. It also contains the performance graph comparing the Corporation’s performance relative to our peer group of companies and the report of our Compensation Committee explaining the compensation philosophy for the Corporation’s most highly paid executive officers.

Summary Compensation Table

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Option Grants

Aggregated Option Exercises in 2004 and Year-End Values

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Equity Compensation Plan Information

The following table gives information as of December 31, 2004 about the Corporation’s Common Shares that may be issued upon the exercise of options under all of our existing equity compensation plans.

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Estimated Retirement Benefits

     The following table shows estimated annual regular pension benefits payable to officers and other key employees upon retirement if occurring today at age 65 under the provisions of our qualified and non-qualified pension plans. These benefits are based upon compensation and years of service.

Compensation Committee Report on Executive Compensation

     The Compensation Committee of the Board of Directors is pleased to present its report on executive compensation. The Committee exercises the Board’s powers in reviewing all aspects of cash and long-term compensation for executive officers and other key employees. All members of the Compensation Committee are independent as defined by the Securities and Exchange Commission and the National Association of Securities Dealers.

Compensation Philosophy

     The Corporation’s compensation philosophy is to pursue and create a direct linkage between executive compensation and continuous improvements in corporate performance and increases in shareholder value. The Corporation has adopted the following objectives as guidelines for compensation decisions:

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     During 2004 the Corporation formed a task force and retained the services of an outside consultant to facilitate and conduct a comprehensive review of the Amended and Restated Long-Term Compensation Plan dated December 14, 2001 (the “Prior Plan”). The task force assessed the effectiveness of the Prior Plan design, reviewed emerging trends with respect to the delivery of equity and cash-based long-term incentive compensation, evaluated the impact of and considered planning opportunities presented by the recent changes in accounting standards, and examined alternative strategies for delivering equity-based long-term incentive compensation. Based on the task force findings and recommendations, the Corporation is revising its long-term compensation strategy to strengthen the alignment of executive officers and other key employees with shareholder interests and to more closely align compensation with the achievement of long-term corporate performance. The Corporation has also adopted a share ownership and retention policy for all participants in the Plan effective April 1, 2005. This policy is intended to promote sound corporate governance by appropriately aligning the interests of executives and other managers with the interests of shareholders.

Compensation Program Components

     We regularly review the Corporation’s compensation program to ensure that pay levels and incentive opportunities are competitive with the market and reflect the Corporation’s performance. Elements of the compensation program for executive officers are further explained below.

     Base Salary and Bonus Base pay levels are largely determined by evaluating the responsibilities of the position held and the experience of the individual and by comparing the salary scale with that of companies of similar size and complexity. Actual base salaries are kept within a competitive salary range for each position that is established through job evaluation and market comparisons. The Corporation’s bonus program considers a portion of this base salary “at risk” and determines how much of the at-risk dollars are awarded each year based on both quantitative and qualitative factors.

     Long-Term Compensation Plan The Corporation sponsors a long-term performance compensation plan that provides certain employees with share options and/or share awards based both on Corporation and individual performance. The exercise price of options is the market price of the Common Shares on the grant date. Share awards may include restrictions that require continued employment prior to vesting.

     Stock Ownership and Retention Policy The Corporation adopted a stock ownership and retention policy effective April 1, 2005. The policy applies to all participants in the long-term performance compensation plan including executive officers, directors and other key employees. The policy requires participants to build and maintain an ongoing ownership stake in the

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Company and thereby link to shareholder interests. The policy includes both stock ownership and retention requirement features. The key features of the policy are:

     Employee Benefit Plans. The Corporation also sponsors an Employee Share Purchase Plan that allows all employees to purchase Common Shares at the lower of the beginning or end of the year market price. Funding of these purchases is made through payroll deductions.

     Chief Executive Officer Compensation The Committee set the 2004 fiscal year cash compensation for Mr. Michael J. Anderson based on past compensation practices, policies and performance. Taking these factors into account, Mr. Anderson’s annual base salary was set at $366,667 for 2004. He also received a 2004 performance bonus of $300,000 and is expected to receive an April 1, 2005 grant of 30,000 non-qualified options and 5,040 performance share units. The performance share units grant Mr. Anderson the right to receive Common Shares at the end of the three year performance period December 31, 2007 dependent on the achievement of specified financial performance objectives for the period. In the future, we will continue to take responsibility for establishing the Chief Executive Officer’s annual cash and equity-based compensation. In doing so, the Committee will consider a number of factors, including prior compensation arrangements, corporate performance, individual performance and competitive standards.

     Summary After our review of all existing programs, we continue to believe that the total compensation program for executives is focused on increasing shareholder value and enhancing corporate performance. We currently believe that the compensation of executive officers is properly linked to share appreciation through the Amended and Restated Long-Term Performance Compensation Plan and expect to continue and strengthen this linkage through the adoption and implementation of the 2005 Long-Term Performance Compensation Plan. We also believe that executive compensation levels are competitive with the compensation programs provided by the Corporation’s competitors. All members of the Committee have approved this report.

23

Performance Graph

     The graph below compares the total shareholder return on the Corporation’s Common Shares to the cumulative total return for the NASDAQ U.S. Index and a Peer Group Index. The indices reflect the year-end market value of an investment in the stock of each company in the index, including additional shares assumed to have been acquired with cash dividends, if any. The Peer Group Index, weighted for market capitalization, includes the following companies:

     This Peer Group Index was adjusted in 2004 as two of the companies previously used were no longer in existence as public companies and two companies (Scotts Company and Conagra, Inc.) have changed their focus to brand / packaged foods from the previous focus on agribusiness/lawn/turf products.

     The graph assumes a $100 investment in The Andersons, Inc. Common Shares on December 31, 1999 and also assumes investments of $100 in each of the NASDAQ U.S. and Peer Group indices, respectively, December 31 of the first year of the graph. The value of these investments on the following calendar year ends is shown in the table below the graph.

24

Other Information

Shareholder Proposals for 2006 Annual Meeting

     The Secretary of the Corporation must receive shareholder proposals for consideration at the 2006 annual meeting no later than December 31, 2005. This deadline is necessary in order for the proposal to be considered for inclusion in the Corporation’s 2006 proxy materials.

Additional Information

     This proxy information is being mailed with the Corporation’s December 31, 2004 Summary Annual Report to Shareholders including the Annual Report on Form 10-K for the fiscal year ended December 31, 2004, as filed with the Securities and Exchange Commission. You may obtain additional copies of the Corporation’s Annual Report on Form 10-K free of charge upon oral or written request to the Secretary of the Corporation at 480 West Dussel Drive, Maumee, Ohio 43537. You may also obtain a copy of this document at the Securities and Exchange Commission’s Internet site at http://www.sec.gov. We expect that it will be filed on or about March 14, 2005.

     The proxies being solicited are being solicited by the Board of Directors of the Corporation. The cost of soliciting proxies in the enclosed form will be borne by the Corporation.

     Please complete the enclosed proxy card and mail it in the enclosed postage-paid envelope or register your vote by phone as soon as possible.

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Appendix A

2005 LONG-TERM PERFORMANCE COMPENSATION PLAN

THE ANDERSONS, INC.

Dated May 6, 2005

SECTION I

Purpose

SECTION II
Definitions

Unless the context indicates otherwise, the following terms have the meanings set forth below.

i

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ii

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iii

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iv

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SECTION III
Administration of the Plan

v

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SECTION IV
Shares Subject to the Plan

SECTION V
Eligibility

The Committee and the Board shall each have the discretion to select directors, officers and employees of the Company for participation in the Plan. The discretion of the Committee and the Board to select such Participants shall be absolute and no person otherwise eligible for

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participation shall have any right to participate. Only persons so selected shall be deemed “Participants” for purposes hereof.

SECTION VI
Vesting

     Options and Stock Only Stock Appreciation Rights (“SOSARs). Regardless of any vesting conditions established by the Committee or Board, any unvested Awards shall vest immediately and full. The Awards will expire on the earlier of (a) the original expiration date for such award, and (b) one year from the date of such event.

     Restricted Share Awards Regardless of any vesting conditions established by the Committee or the Board, any unvested Awards will become fully vested and all restrictions shall lapse as of the date of such event, making the Common Shares fully available and unrestricted as of the effective date of such event. Shares attributable to Restricted Stock Awards shall be issued as soon as practicable thereafter.

     Performance Share Units (“PSUs”) Unvested Award shall remain subject to the Performance Goals and Performance Period set forth in the Award agreement. The original number of PSUs granted and detailed in the Award agreement subject to performance vesting at the end of the Performance Period shall be adjusted to a number proportionate to the number of months of service, rounded to the nearest whole month, the Participant was actively employed during the Performance Period.

     Options and Stock Only Stock Appreciation Rights Regardless of any vesting conditions established by the Committee or Board, any unvested Awards shall be immediately and fully vested on the date of such event. The Awards shall expire in accordance with the expiration provisions set forth in the Award agreement.

     Restricted Share Awards Regardless of any restrictions and vesting conditions established by the Committee or Board, any unvested Awards shall become fully vested and all restrictions will lapse on the date of such event, making the Common Shares fully available and unrestricted as of the effective date of such event. Shares attributable to Restricted Stock Awards shall be issued as soon as practicable thereafter.

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     Performance Share Units Regardless of any restrictions and vesting conditions established by the Committee or Board, any unvested Awards shall be immediately vested on the date of such event. For Award calculation purposes all Performance Goals applicable to such PSUs shall be deemed fully achieved. Participants shall receive one Common Share for each PSU granted and unvested as of the effective date of such event. Shares attributable to PSUs shall be issued as soon as practicable thereafter.

Nothing in this Section VI shall be construed as limiting a Participant’s opportunity to earn the reminder of his or her PSU Award for such Performance Period if the Company continues to maintain the plan after such Change in Control, or to earn additional PSU Awards in the event the Company institutes a new Award plan after such Change in Control.

     Options and Stock Only Stock Appreciation Rights Options and SOSARs held by Participants whose active employment is terminated voluntarily shall expire on the earlier of (a) the original expiration date for such Award and (b) one year from the date of such event. Unvested options and SOSARs shall continue to vest through to the end of such expiration period. At the end of such adjusted vesting period, any unvested Awards remaining shall be forfeited.

     Restricted Stock Awards. Any unvested Awards shall be forfeited at the end of termination of employment.

     Performance Share Units Any unvested Awards shall be forfeited at the end of termination of employment.

     Options and Stock Only Stock Appreciation Rights Any vested or unvested Awards shall be forfeited immediately, and any vesting period shall immediately expire.

     Restricted Stock Awards. Any unvested Awards shall be forfeited immediately.

     Performance Share Units Any unvested Awards shall be forfeited immediately.

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SECTION VII
Non-transferability of Awards

Awards granted under the Plan shall not be transferable other than to Permitted Transferees. Each Permitted Transferee shall remain subject to all of the terms and conditions applicable to such Award prior to such transfer.

SECTION VIII
Stock Options

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x

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SECTION IX
Stock Only Stock Appreciation Rights

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activities undertaken by the Participant before or after termination of employment, death, Disability, or Retirement, any remaining unexercised SOSARs shall expire.

SECTION X
Compensation Payable in Common Shares, Options, or SOSARs

The Committee or the Board may, at any time and from time to time, at the request of a Participant, designate that a portion of such Participant’s compensation otherwise payable in cash be payable in Common Shares, Options or SOSARs. The Committee or the Board, as applicable, shall have the sole discretion to determine the value of the Common Shares, Options, or SOSARs so payable and the terms and conditions under which such Common Shares shall be issued or such Options or SOSARs shall be granted.

SECTION XI
Performance Share Units (“PSUs”)

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xiii

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SECTION XII
Restricted Share Awards

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SECTION XIII
No Right to Continued Employment

Participation in the Plan shall confer no rights to continued employment with the Company, nor shall it restrict the rights of the Company to terminate a Participant’s employment relationship at any time for cause or without cause.

SECTION XIV
Withholding Taxes

As a condition of delivery of Common Shares upon exercise of an Option or SOSAR, the issuance of Common Shares as share restrictions are lifted, or the issuance of Common Shares as payment of a PSU Award, the Company shall be entitled to require that the Participant and/or his or her Permitted Transferees (without regard to whether the Participant has transferred the Award in accordance with the Plan) satisfy federal, state and local tax withholding requirements as follows:

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SECTION XV
Amendment or Termination of the Plan

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of such event shall, on such terms as may be approved by the Committee or the Board prior to such event, be assumed by the surviving or continuing corporation or cancelled in exchange for property (including cash) in amounts determined by the Committee or the Board.

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PROXY - THE ANDERSONS, INC.

The undersigned hereby appoints Matthew C. Anderson, Dale W. Fallat and Naran U. Burchinow and each of them, proxies with power of substitution and revocation, acting by a majority of those present and voting or if only one is present and voting then that one, to vote the
share(s) of The Andersons, Inc. which the undersigned is entitled to vote, at the Annual Meeting of shareholders to be held on May 6, 2005 and at any adjournment or postponements thereof, with all the powers the undersigned would possess if present, with respect to the following:

THIS PROXY, WHEN PROPERY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ALL NOMINEES LISTED, FOR THE APPROVAL OF THE 2005 LONG-TERM PERFORMANCE COMPENSATION PLAN, AND FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2005.

Important - This Proxy must be signed and dated on the reverse side. Thank you for voting.

IF YOU HOLD SHARES THROUGH A BROKERAGE FIRM, IN YOUR OWN NAME, OR THROUGH THE 401K, YOU MAY HAVE MORE THAN ONE PROXY TO COMPLETE.

IF VOTING BY U.S. MAIL, PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE ON OR BEFORE APRIL 28, 2005.

Telephone and Internet Voting Instructions
You can vote by telephone OR Internet! Available 24 Hours a day 7 days a week!
Instead of mailing your proxy, you may choose one of the two voting methods outlined below to vote your proxy.

To vote using the Telephone (within U.S. and Canada)

To vote using the Internet

If you vote by telephone or the Internet, please DO NOT mail back this proxy card.
Proxies submitted by telephone or the Internet must be received by 1:00 a.m., Central Time, on May 6, 2005.

THANK YOU FOR VOTING.

The Andersons, Inc.

[Name and address of shareholder]

o Mark this box with an X if you have made changes to your name or address details above

Annual Meeting Proxy Card

The Board of Directors recommends a vote FOR the following proposals.

Mark this box with an X if you plan to attend the Annual Meeting.     o

Note: Please sign your name(s) EXACTLY as your name(s) appear on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title.