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[Letterhead]

December 20, 2005

VIA EDGAR

April Sifford

Shannon Buskirk

Securities and Exchange Commission

450 Fifth Street, N.W., Mail Stop 7-5

Washington, D.C. 20549

    Re:

    The Andersons, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2004

Filed March 14, 2005

Filed No. 0-20557

Dear Ms. Sifford:

     In connection with our Form 10-K for the fiscal year ended December 31, 2004, Form 10-Q for
the period ended March 31, 2005 and Form 10-Q/A for the period ended September 30, 2005, we
acknowledge that:

    •

    the company is responsible for the adequacy and accuracy of the disclosure in
the filings;

    •

    staff comments or changes to disclosure in response to staff comments in the
filings reviewed by the staff do not foreclose the Commission from taking any
action with respect to the filing; and

    •

    the company may not assert staff comments as a defense in any proceeding
initiated by the commission or any person under the federal securities laws of the
United States.

     This letter is provided in response to the written comments received from the Staff of the
Division of Corporation Finance on December 13, 2005 with regard to the Form 10-K for the fiscal
year ended December 31, 2004, Form 10-Q for the period ended March 31, 2005 and Form 10-Q/A for the
period ended September 30, 2005.

Form 10-K for the Fiscal Year Ended December 31, 2004

Consolidated Statements of Cash Flows, page 45

SEC COMMENT:

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     1. Please revise your consolidated statements of cash flows to remove the subtotal labeled
“cash provided by operations before changes in operating assets and liabilities”. The presentation
of this amount is inappropriate as SFAS 95 does not provide for the disclosure of such balance.

REGISTRANT RESPONSE:

     The
Staff’s comment is duly noted and we propose to eliminate this subtotal in all future
filings.

Exhibits 31.1, 31.2 and 31.3

SEC COMMENT:

     2. In future filings, please revise your certification language in paragraph 1 to refer to
“this report” as opposed to “this annual report”. The language of the certifications signed by
your officers should not deviate from the wording in Regulation S-K.

REGISTRANT RESPONSE:

     We will make this change in all future filings.

Form 10-Q for the Quarterly Period Ended March 31, 2005

Financial Information, page 3

Note D, page 9

SEC COMMENT:

     3. We note your identification of errors in actuarial valuations used to assess pension and
postretirement benefit obligations and expenses during the years 2001 through 2004. You have
disclosed the entire correction was recorded in the first quarter of 2005, as the amounts were not
material to the current or prior periods. Please submit the analysis you performed to support your
conclusion regarding the impact of this error correction on the quarterly periods in which it
relates and the quarterly period in which it was corrected. Please ensure your analysis includes
an assessment of the impact on earnings and earnings per share for each period. You may refer to
SAB Topic 1:m for further guidance.

REGISTRANT RESPONSE:

     The
analysis which we prepared at the time the errors were discovered is
being filed today as correspondence.

SEC COMMENT:

     4. Tell us how the identification and correction of this error relating to the calculation of
pension and postretirement benefit obligations and expenses impacted your evaluation of disclosure

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controls and procedures as of the current period end as well as the prior periods in which the
error relates and the evaluation of the effectiveness of these controls was required.

REGISTRANT RESPONSE

     The conclusions reached regarding the classification of this error as a significant deficiency
are documented in an excerpt from our first quarter Management’s
Review of Deficiencies Noted which we prepared at the time the errors
were discovered. This excerpt is also being filed today as correspondence.

Form 10-Q/A for the Quarterly Period Ended September 30, 2005

Exhibit 31.3, page 39

SEC COMMENT:

     5. Please amend your filing to include paragraph 5, part (b) in the certification signed by
Gary L. Smith

REGISTRANT RESPONSE

     We
will refile the related exhibits to our Form 10-Q/A for the period ending September 30, 2005 with the correct
certification for Gary L. Smith. We understand that this amended
filing needs to
include all three officer Section 302 certifications along with an explanatory paragraph. This
filing will be made as soon as we understand if the Staff has completed the review of the above open
items.

* * * * *

     We welcome the opportunity to discuss any questions with respect to our responses to the
Staff’s comments. Please direct your questions to the undersigned at (419) 891-6387; Naran
Burchinow, Vice President, General Counsel and & Corporate Secretary at (419) 891-6403; or Richard
George, Vice President, Controller and CIO at (419) 891-6309.

Very truly yours,

/s/Anne Rex

Anne Rex

Assistant Controller

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Impact and Evaluation of Pension Valuation Error

SAB 99 Assessment

The Andersons, Inc.

April 30, 2005, updated through May 10, 2005

Background

On April 26, 2005, management of The Andersons, Inc. was informed by their actuary (Findley-Davies)
that an error made by Findley-Davies resulted in incorrect actuarial valuations for the Company’s
Defined Benefit Pension Plan (the “Plan”) for the years 2001-2004. The error resulted from a
change in the actuarial assumption regarding participants’ retirement age. Prior to 2001, all
participants were valued as though they retired at age 65 (which resulted in the highest valuation
possible). In 2001, this was adjusted to recognize that some participants worked past age 65. For
2001 through 2004, certain participants who were assumed to retire after age 65 were valued under
the “regular accrued benefit,” which is calculated based on the normal years of service and wage
formula. In fact, however, Plan documents allow for payout at the greater of the regular accrued
benefit or the “Actuarial Increase” formula as defined in the Plan. This potential for payout
under the Actuarial Increase formula was not valued for the years in question. In addition, the
valuation didn’t consider the ability of participants, as defined by the Plan, to take in-service
distributions, essentially an advance on future retirement benefits.

When these two valuation errors were identified, the Plan assumptions around post-65 retirement
were reviewed in detail with the Plan’s actuary, an independent third-party actuary and Company
management to ensure that the late retirement assumptions were realistic. These discussions
determined that that the assumptions were not reflective of the Plan retirees to date, other
actuarial valuations and expectations for future retirees. As a result it appears that the pension
valuation should be adjusted for the years in question as well as the valuations for the
supplemental retirement plan and the postretirement health plan which use the same retirement
assumptions. This adjustment would result in total additional expense for the four year period of
approximately $0.6 million (net for all plans) , spread more or less equally among the relevant
accounting periods from 2001 to 2004 (See Exhibit to SAB 99 memo). As management prepares its
first quarter 10Q, it is necessary to evaluate the error and potential options for correction.

Problem Identification

In mid-April, Company management requested the Plan actuaries to update their projections of future
pension expense from the Plan actuaries so that it could share this data with its Audit Committee
in an effort to educate the Audit Committee on an area of increasing cost and the number of
estimates involved in calculating Plan liabilities and current period expense. At the same time,
the Plan actuaries were completing the 2005 actuarial valuation dated as of January 1. When the
actuaries returned a 2005 expense estimate approximately 10% higher than the estimate it provided
management in mid-

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January, management began to question the increase. After multiple conversations
around the change between management and the plan actuaries (occurring between April 21 and April
25), the Plan actuaries acknowledged on April 26 that the valuation should reach back to 2001, and
in fact that they had been in error in making and applying the assumptions that had been disclosed
for the period 2001 to 2004. Management immediately informed its CEO and Disclosure Committee,
consulted with its external SEC counsel (Kirkland & Ellis, LLP), informed its auditor (PwC),
engaged a third-party independent actuary (Watson Wyatt), and worked diligently to identify the
scope of the error. The Audit Committee Chair was briefed on the issue on April 27 and updated on
April 28 and the entire Audit Committee was brought up to speed on April 29 when the revised
valuations were received from Plan’s actuary. These numbers were also shared with PwC on April 29.
After these discussions, management was charged with performing an evaluation of the error under
SAB 99 to determine whether quantitative and qualitative factors require a restatement of prior
years or whether the error can be corrected in the first quarter of 2005.

Restatement Analysis

In order to determine if a restatement of prior periods was warranted, we considered the
quantitative and qualitative aspects of this correction.

Quantitative Analysis

From a quantitative standpoint, we analyzed the net impact of the adjustments on the reported
results for years 2001 – 2004, as well as the impact of the correcting adjustment on the year 2005
first quarter results (See Exhibit to SAB 99 Memo for details.) As noted in the Exhibit, the
change to net income over the entire period of error is less than 0.8%,
and the change to any one year ranges from 0.2% to 1.5%. Two quarters (Q1 2003 and Q1 2004)
exceeded a 5% change in net income only because they are near breakeven. As described below, the
impact on the affected first and third quarters is consistently higher due to our seasonal
earnings, but we don’t believe that should distort the full year. In all cases, the impact of this
adjustment would not affect cash flow from operations in the cash flow statement. Based upon our
analysis, we believe the impact on the prior years’ reported results is clearly immaterial and does
not warrant restatement.

Assuming the correction is made in the first quarter of 2005, a net increase to expense of
approximately $410,000 results in a decrease in net income of 28.4%. While this is a greater
percentage increase, it is only because of the seasonality of our business. Had this been
discovered in the second quarter of 2005, we would expect it to have only a 4.3% impact (based on
current forecasts).

Qualitative Analysis

From a qualitative standpoint, we considered the follow criteria as required by SAB 99, Topic 1.M.:

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    Criteria

    Comments

    Whether the misstatement arises from
an item capable of precise
measurement or whether it arises
from an estimate and, if so, the
degree of imprecision inherent in
the estimate.

    The misstatement arises from an
estimate. Defined benefit pension
and postretirement plan valuations
require a significant amount of
estimation and the use of a
specialist to complete the estimate.
Our disclosures about our critical
accounting estimates clearly
highlight the potential imprecision
in these estimates.

    Whether the misstatement masks a
change in earnings or other trends.

    The misstatement does not mask any
trend. In each of the years in
question, the pretax expense impact
would have been less than 1.6% of
pretax income and would not have
materially altered our trends. The
reported year to year changes (from
the prior year) in pretax income
were 67.6% in 2004, 12.3% in 2003,
34.1% in 2002 and (16.9%) in 2001.
After considering the additional
expense resulting from this error,
year to year changes would have been
68.8% in 2004, 11.3% in 2003, 33.5%
in 2002 and (17.1%) in 2001.

    On a quarterly basis, the
misstatements only impact net income
by more than 5% in those quarters
that are nearest breakeven which are
Q1 2003 and Q1 2004. The impact of
the misstatement in those periods is
9.5% and 15.8%, respectively.
Because the gross pretax impact for
each quarter is only $69,000 and
$62,000, respectively, we are
comfortable that this error is not
material to the two impacted
quarters. Consecutive quarter
trends are not particularly relevant
due to the seasonality of our
businesses as described below.
However, the impact of the error did
not alter the general relationships
that do exist. The impact on trends
from one quarter to the same quarter
in a prior year was not material due
to the small quarterly impact of the
misstatement on total company results.

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    Criteria

    Comments

    Whether the misstatement hides a
failure to meet analysts’ consensus
expectations for the enterprise.

    The misstatement does not hide a
failure to meet analysts’
expectations. The Company does not
give any quarterly guidance and
gives full year guidance only in a
fairly wide range ($.10 — $.20 or
more generally). The Company is not
followed by analysts other than on
an informal and limited basis. Any
expectations during the relevant
periods were implicitly based on the
same assumptions as those used by
the Company.

    Whether the misstatement changes a
loss to income or vice versa.

    The misstatement does not change any
loss into income or vice versa.
Profits were reported in all years
in question. The first and third
quarters are typically loss or low
income quarters due to the
seasonality of the Company’s
businesses. At no point in
2001-2004, would the adjustment for
this error cause a reported quarter
of profit to be changed to a loss or
vice versa.

    Whether the misstatement concerns a
segment or other portion of the
registrant’s business that has been
identified as playing a significant
role in the registrant’s operations
or profitability.

    The misstatement impacts all
segments of the Company. Pension
and postretirement expense is
allocated to all segments as a
percent of wages. There is a minor
differentiation between the
allocation percentage for the retail
segment as compared to the
non-retail businesses reflecting
differences in their employee
populations, however, the effect of
the adjustment would not
significantly affect one segment
more than another. The revised
expense calculations split between
the retail and non-retail employee
groups were completed and reviewed
and the resulting relative
percentage of the total expense was
the same for each of the two groups
as was originally computed.

    Attached is an analysis of segment
operating profit / (loss) for the
years 2002-

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    Criteria

    Comments

    2004. After considering
the impact of the misstatement to
segment profitability, the relative
percent of revised income did not
change by more than 0.7%. In 2003
and 2004, after considering the
impact of the adjustment, the
Processing segment’s operating
income was lowered by 6.8% and
40.8%, respectively. While these
amounts exceed 5%, they are driven
by the proximity of the group’s
results to breakeven. In neither
case was a profit changed to a loss.
More importantly, because the
relative percentage of this group to
the total changed less than 0.4%,
the Company does not consider this
factor to be significant.

    Also attached is a quantitative
analysis of segment impact by
quarter. Because of the seasonality
of various segments and certain
quarters where profitability is near
breakeven, there are four instances
where the misstatement, if recorded,
would have changed segment operating
income by more than 5%. Three of
these occurred in Q3 which is
typically a low income quarter for
the Company. One occurred in Q2 in
the Processing Group. In no case
was