UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-K

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)

For the fiscal year ended December 31, 1995

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from ________________to______________

Commission file number 000-20557
(Previously 33-16936)

THE ANDERSONS, INC.
(FORMERLY THE ANDERSONS MANAGEMENT CORP.)
(Exact name of registrant as specified in its charter)

OHIO 34-1562374
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

480 W. Dussel Dr., Maumee, Ohio 43537
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (419) 893-5050

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Shares

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO

Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X

The aggregate market value of the registrant's voting stock which may
be voted by persons other than affiliates of the registrant was $78,501,277 on
February 29, 1996, computed by reference to the last sales price for such stock
on that date as reported on the Nasdaq National Market.

The registrant had 8,430,286 Common Shares outstanding, no par value,
at February 29, 1996.

DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1995 Annual Report of The Andersons, Inc. and Proxy
Statement for the Annual Meeting of Shareholders to be held on May 23, 1996,
are incorporated by reference into Parts II (Items 6, 7 and 8), III (Items 10,
11 and 12) and IV of this Annual Report on Form 10-K. The Proxy Statement will
be filed with the commission approximately April 15, 1996.

PART I

Item 1. Business

(a) General Development of Business

The Andersons Management Corp., (the "Corporation") was formed in
August 1987, principally for the purpose of providing management services to
The Andersons, a limited partnership (the "Partnership") and to act as the
Partnership's sole general partner. On January 2, 1996, the Partnership merged
with and into the Corporation (the "Merger") and the Corporation changed its
name to The Andersons, Inc. (the "Company"). See Note 1 to the consolidated
financial statements of The Andersons, Inc. for further discussion of the
Merger. Unless the context otherwise requires, references herein to the
"Company" shall mean the combination of the Partnership and the Corporation
prior to the Merger and The Andersons, Inc. after the Merger. References
herein to the "Corporation" and the "Partnership" shall mean the separate
entities prior to the Merger.

(b) Financial Information about Industry Segments

See Note 14 to the consolidated financial statements of The Andersons,
Inc. for information regarding the Company's business segments.

General

The Company is engaged in grain merchandising and operates grain
elevator facilities located in Ohio, Michigan, Indiana and Illinois. The
Company is also engaged in the distribution of agricultural products such as
fertilizers, seeds and farm supplies. The Company operates retail general
stores; produces, distributes and markets lawn care products and corncob
products; and repairs and leases rail cars.

Agriculture Group

The agriculture group consists of grain operations, wholesale
fertilizer operations and retail farm centers.

The Company's grain operations involve merchandising grain and
operating terminal grain elevator facilities, which includes purchasing,
handling, processing and conditioning grain, storing grain purchased by the
Company as well as grain owned by others, and selling grain. The principal
grains sold by the Company are yellow corn, yellow soybeans and soft red and
white wheat. The Company's total grain storage capacity was approximately 67
million bushels at December 31, 1995.

Virtually all grain merchandised by the Company is grown in the
Midwestern part of the United States and is acquired from country elevators,
dealers and producers. The Company effects grain purchases at prices
referenced to Chicago Board of Trade quotations. The Company competes for the
purchase of grain with grain processors and feeders, as well as with other
grain merchandisers.

The Company's grain business may be adversely affected by unfavorable
weather conditions, disease, insect damage, the total acreage planted by
farmers, government regulations and policies, and commodity price levels as
they affect grower incentive or a supplier's decision when to deliver grain for
sale. See "Government Regulation." The grain business is seasonal coinciding
with the harvest of the principal grains purchased and sold by the Company.

During 1995, approximately 62% of the grain sold by the Company was
purchased domestically by grain processors and feeders and approximately 38%
was exported. Most of the exported grain was purchased by exporters for
shipment to foreign markets. Some grain is shipped directly to foreign
countries, mainly Canada. Almost all grain shipments are by rail or boat.
Rail shipments are made primarily to grain processors and feeders, with some
rail shipments made to exporters on the Gulf or east coast. All boat shipments
are from the Toledo, Ohio port elevator.

Grain sales are effected on a negotiated basis by the Company's
merchandising staff. As with agricultural commodities generally, the volume
and pricing of the Company's sales are sensitive to changes in supply and
demand relationships, which in turn are affected by factors such as weather,
crop disease and government programs, including subsidies and acreage
allotments. The Company's business also is affected by factors such as
conditions in the shipping industry, currency exchange fluctuations, government
export programs and the relationships of other countries with the United
States. Since the Company does not usually know the ultimate destination of
the grain it sells for export, it is unable to determine the relative
importance, in terms of sales, of the various countries to which grain is
shipped by its customers.

Fixed price purchases and sales of cash grain expose the Company to
adverse changes in price. Hedging of these purchase and sales positions
provides protection from the potential adverse changes in price. The Company
hedges fixed price purchase and sales transactions through the use of futures
and option contracts with the Chicago Board of Trade ("CBOT"). The CBOT is a
regulated commodity futures exchange that maintains futures markets for the
grains merchandised by the Company. Futures prices are determined by supply
and demand.

The Company's hedging program is designed to reduce the risk of
changing commodity prices. In that regard, hedging transactions also limit
potential gains from further changes in market prices. The agriculture group's
profitability is primarily derived from margins on grain sold and revenues
generated from other merchandising activities with its customers, not from its
hedging transactions.

Purchases of grain can be made the day the grain is delivered to a
terminal or via a forward contract made prior to actual delivery. Sales of
grain are generally made by contract for delivery in some future period. When
the Company purchase s or contracts for future delivery for grain at a fixed
price, the purchase is immediately hedged with the sale of a futures contract
on the CBOT. Similarly, when the Company sells grain at a fixed price, the
sale is immediately hedged with the purchase of a futures contract on the CBOT.
At the close of business each day, the open inventory ownership positions, as
well as open futures and option positions, are marked-to-market. Gains /losses
in value on the Company's owned inventory positions from changing prices are
netted with and generally off-set by losses/gains in value on the Company's
futures positions.

When a futures contract is entered into, an initial margin deposit must
be sent to the CBOT. The amount of the margin deposit is set by the CBOT and
varies by commodity. If the market price of a short futures contract
increases, then an additional margin deposit, called a maintenance margin,
would be required to be sent to the CBOT. Similarly, if the price of a long
futures contract decreases, a maintenance margin deposit would be required to
be sent to the CBOT. Subsequent price changes could require additional
maintenance margins or could result in the return of maintenance margins by the
CBOT. Significant changes in market prices, such as occurs when weather
conditions are unfavorable for extended periods, can have an effect on
liquidity and requires the Company to maintain appropriate short-term lines of
credit. The Company utilizes CBOT option contracts to reduce the potential
margin deposits in the event of a rapidly rising market.

At any one time the Agriculture Group's purchase contract portfolio may
exceed 100 million bushels for delivery to the Company. Because of this
volume, the Company relies heavily on its hedging program as the method for
minimizing price risk in its grain inventories and contracts. The agriculture
group has adopted a policy which specifies the key controls over the hedging
program. This policy includes a description of the hedging programs, mandatory
review of positions by key management outside of the trading function on a
biweekly basis, daily position limits, modeling of positions for changes in
market conditions, and other internal controls. The Company monitors current
market conditions and may expand or reduce the purchasing program in response
to changes in those conditions. In addition, the Company reviews its purchase
contracts and the parties to those contracts for delivery risk and provides
appropriate reserves for potential defaults and non-delivery.

The Company competes in the sale of grain with other grain merchants,
other private elevator operators and farmer cooperatives which operate elevator
facilities. Competition is based primarily on price, service and reliability.
Some of the Company's competitors are also its customers and many of its
competitors have substantially greater financial resources than the Company.

The Company's wholesale agricultural fertilizer operations involve
purchasing, storing, formulating, and selling dry and liquid fertilizers;
manufacturing liquid fertilizers; providing fertilizer warehousing and services
to manufacturers and customers; and wholesale distribution of seeds and various
farm supplies. The major fertilizer ingredients sold by the Company are
nitrogen, phosphate and potassium, all of which are readily available from
various sources.

The Company's wholesale agricultural fertilizer market area primarily
includes Ohio, Michigan, Indiana and Illinois. Customers for the Company's
agricultural fertilizer products are principally retail dealers. Sales of
agricultural fertilizer products are heaviest in the spring and fall.

The Company's aggregate storage capacity for dry fertilizer at December
31, 1995, was 14 million cubic feet. The Company reserves five million cubic
feet of this space for various fertilizer manufacturers and customers. The
Company's aggregate storage capacity for liquid fertilizer was 34 million
gallons at December 31, 1995, and six million gallons of this space is reserved
for manufacturers and customers. The agreements for reserved space provide the
Company storage and handling fees and, generally, are for one year and are
renewed at the end of each term.

The Company operates ten retail farm centers located throughout
Michigan, Indiana and Ohio. These centers, often strategically located at or
near the Company's grain or wholesale fertilizer facilities, offer agricultural
fertilizer, chemicals, seeds and supplies, as well as custom application of
fertilizer and chemicals to the farmer.

In its agricultural products business, the Company competes with
regional cooperatives; fertilizer manufacturers; multi-state retail/wholesale
chain store organizations; and other independent wholesalers of agricultural
products. Many of these competitors have considerably larger resources than
the Company. Competition in the agricultural products business of the Company
is based principally on price, location and service.

Retail Group

The Company's retail store operations consist of six facilities
operated as The Andersons General Stores (hereafter "General Stores"), which
are located in the Columbus, Lima and Toledo, Ohio areas, and which serve
urban, rural and suburban customers. Major product categories in the General
Stores include: hardware, home remodeling and building supplies; automotive
accessories and parts; small appliances, electronics and housewares products;
work clothes and footwear; wine, specialty meats and cheeses, baked goods and
produce; pet care products; lawn and garden supplies, nursery stock and
Christmas decorations and trim; toys, sporting goods, bicycles and marine
accessories. The General Store concept features self-selection of a wide range
and variety of brand name, quality merchandise. Each General Store carries
more than 70,000 different items, has over 100,000 square feet of in-store
display space plus 40,000 square feet of outdoor garden center space, and has a
center aisle that features do-it-yourself clinics, special promotions and
varying merchandise displays.

The retail merchandising business is highly competitive. The Company
competes with a variety of retail merchandisers, including numerous mass
retailers, department and hardware stores, and farm equipment and supply
companies. The principal competitive factors are quality of product, price,
service and breadth of selection. The Company's retail business is affected
by seasonal factors with significant sales occurring during the Christmas
season and in the spring.

Business Development Group

The Company produces more than 800 granular consumer and professional
lawn and garden care products for national distribution. The consumer granular
products are sold to mass merchandisers, home centers and regional retailers as
well as other lawn fertilizer manufacturers. The professional granular
products are sold both direct and through distributors to lawn service
applicators and to golf courses. The principal raw materials for the lawn care
products are nitrogen, potash and phosphate, which are primarily purchased from
the Company's agriculture group. The lawn and garden industry is highly
seasonal, with the majority of the sales occurring from early spring to early
summer. Competition is based principally on merchandising ability, service and
quality.

The Company's Railcar division operates a full service repair shop,
which specializes in repairs, renovations, cleaning and painting of railcars.
In addition, the division buys and sells cars, leases and subleases cars and
provides fleet management services. Competition for marketing services is
based primarily on service and access to financing. Repair shop competition is
based primarily on price, quality and location.

The Company is one of the largest producers of processed corncob
products in the United States. These products serve the chemical carrier,
animal bedding, industrial and sorbent markets and are distributed throughout
the United States and Canada and into Europe and Asia. The unique absorption
characteristics of the corncob has led to the development of "sorbent"
products. Sorbents include products made from corncobs as well as synthetic
and other materials and are used to absorb spill ed industrial liquids and
other waste products. The principal sources for the corncobs are the Company's
grain operations and seed corn producers.

The Company also produces dog and cat foods, operates seven auto
service centers, a steel fabrication shop and an outdoor power equipment sales
and service shop.

Research and Development

The Company's research and development program is mainly concerned with
the development of improved products and processes, primarily lawn care
products and corncob products. Approximately $370,000, $490,000, and $450,000
was expended on research and development during 1995, 1994 and 1993,
respectively.

Employees

During the period covered by this report, all management and labor
services were provided to the Partnership by the employees of the General
Partner prior to the Merger for a management fee. At December 31, 1995, the
General Partner had 1,187 full-time and 1,939 part-time or seasonal employees.

Government Regulation

Grain sold by the Company must conform to official grade standards
imposed under a federal system of grain grading and inspection administered by
the United States Department of Agriculture ("USDA").

The production levels, markets and prices of the grains which the
Company merchandises are materially affected by United States government
programs, including acreage control and price support programs of the USDA.
Also, under federal law, the President may prohibit the export of any product,
the scarcity of which is deemed detrimental to the domestic economy, or under
circumstances relating to national security. Because a portion of the
Company's grain sales are to exporters, the imposition of such restrictions
could have an adverse effect upon the Company's operations.

The Company, like other companies engaged in similar businesses, is
subject to a multitude of federal, state and local environmental protection
laws and regulations including, but not limited to, laws and regulations
relating to air quality, water quality, pesticides and hazardous materials.
The provisions of these various regulations could require modifications of
certain of the Company's existing plant and processing facilities and could
restrict future facilities expansion or significantly increase their cost of
operation. The Company made capital expenditures of approximately $740,000 and
$617,000 in 1995 and 1994, respectively, in order to comply with these
regulations.

Item 2. Properties

The Company's principal agriculture, retail and other properties are
described below. Except as otherwise indicated, all properties are owned by
the Company.

Agriculture Facilities

Location Grain Wholesale Fertilizer
Storage Dry Storage Liquid Storage
(bushels) (cu. ft.) (gal.)

Maumee, OH 18,800,000 6,333,000 2,600,000
Toledo, OH 6,300,000 2,000,000 3,000,000
Metamora, OH 6,480,000 --- ---
Lyons, OH (3) 380,000 47,000 160,000
Champaign, IL 13,000,000 833,000 ---
Delphi, IN 6,580,000 1,000,000 ---
Clymers, IN (1) 4,400,000 --- 7,600,000
Clymers, IN (3) --- 37,000 480,000
Dunkirk, IN 5,900,000 900,000 ---
Poneto, IN 530,000 --- 5,500,000
North Manchester, IN (3) --- 23,000 900,000
Logansport, IN --- 33,000 3,000,000
Walton, IN (3) --- 433,000 6,500,000
Albion, MI (3) 2,470,000 23,000 40,000
Potterville, MI (3) 790,000 23,000 ---
White Pigeon, MI 1,730,000 --- ---
Webberville, MI --- 2,017,000 3,300,000
Litchfield, MI (2)(3) --- 40,000 252,000
North Adams, MI(2)(3) --- 20,000 230,000
Union City, MI (3) --- 20,000 49,500
Munson, MI (3) --- 33,000 150,000
67,360,000 13,815,000 33,761,500

(1) Facility leased - lease expires in 1998, provides an option to purchase.
(2) Facility leased.
(3) Facility is or includes a retail farm center.

The grain facilities are mostly concrete and steel tanks, with some
flat storage. The Company also owns grain inspection buildings and driers, a
corn sheller plant, maintenance buildings and truck scales and dumps.

Agricultural products properties consist mainly of fertilizer warehouse
and distribution facilities for dry and liquid fertilizers. The Maumee, Ohio
and Walton, Indiana locations have fertilizer mixing, bagging and bag storage
facilities. The Company owns a seed processing facility in Delta, Ohio. The
Company also operates ten retail farm centers (two under lease agreements) in
Michigan, Indiana and Ohio. Aggregate storage capacity in the ten retail farm
centers for liquid fertilizer and dry fertilizer is 8.8 million gallons and
699,000 cubic feet, respectively.

Retail Store Properties

Name Location Square Feet

Maumee General Store Maumee, OH 128,000
Toledo General Store Toledo, OH 134,000
Woodville General Store(1) Northwood, OH 105,000
Lima General Store (1) Lima, OH 103,000
Brice General Store Columbus, OH 140,000
Sawmill General Store Columbus, OH 134,000
Warehouse (1) Maumee, OH 245,000

(1) Leased.

The leases for the two General Stores and the warehouse facility are
long-term leases with several renewal options and provide for minimum aggregate
annual lease payments approximating $1 million. The General Store leases
provide for contingent lease payments based on achieved sales volume.

Other Properties

The Company owns lawn fertilizer production facilities and automated
pet food production and storage facilities in Maumee, Ohio. It also owns
corncob processing and storage facilities in Maumee, Ohio and Delphi, Indiana.
The Company leases a lawn fertilizer production facility, a warehouse facility
and four lawn products sales outlets. In its Railcar leasing business, the
Partnership owns or leases approximately 2,000 railcars (primarily covered
hopper cars) with lease terms ranging from one to ten years and future minimum
lease payments aggregating $22.6 million with future minimum lease income of
$22.4 million. The Company also owns a railcar repair facility, a steel
fabrication facility, a service and sales facility for outdoor power equipment
and the Company owns or leases seven auto service centers.

The Company's administrative office building is leased at an annual
rental of approximately $850,000 under a net lease expiring in 2000. The
Company owns approximately 704 acres of land on which various of the above
properties and facilities are located; approximately 439 acres of farmland and
land held for future use; approximately 11 acres of improved land in an
office/industrial park held for sale; and certain other real estate. The
Company also owns or leases a number of switch engines, cranes and other
equipment.

Real properties, machinery and equipment of the Company were subject to
aggregate encumbrances of approximately $38 million at December 31, 1995.
Property additions for the years ended December 30, 1995, 1994 and 1993
amounted to $16 million , $26 million, and $11 million, respectively. See Note
8 to the Company's Consolidated Financial Statements for information as to the
Company's leases.

The Company believes that its properties, including its machinery,
equipment and vehicles, are adequate for its business, well maintained and
utilized, suitable for their intended uses and adequately insured.

Item 3. Legal Proceedings

The Company is not involved in any material legal proceedings.

Item 4. Submission of Matters to a Vote of Security Holders

A special meeting of the shareholders of the Corporation was held on
November 16, 1995 to vote on the Merger and other related actions. There were
4,378 votes from the Class A Common Shareholders in favor of the Agreement and
Plan of Merger, 171 votes against and there were no abstentions. Of the Class
B Common Shareholders, 5,412 voted in favor of the Agreement and Plan of
Merger, 212 voted against and there were no abstentions.

In addition, Class B Common Shares were voted 5,453 in favor of
amending the Corporations Articles to eliminate cumulative voting in the
election of members to the Board of Directors, 78 voted against and 93
abstained. Class B Common Shares also voted 5,361 in favor of approving The
Andersons, Inc. Long-Term Performance Compensation Plan with 98 against and 165
abstaining. Finally, in the proposal to approve The Andersons, Inc. Employee
Share Purchase Plan, 5,453 Class B Common Shares were voted for the proposal,
78 against and 93 abstained. All proposals passed.

Item 4A. Executive Officers of the registrant

Pursuant to General Instruction G(3) of Form 10-K, the following
information with respect to the executive officers of the registrant is
included herein in lieu of being included in the registrant's Proxy Statement
for its Annual Meeting of Shareholders to be held May 23, 1996.
Year
Assumed
Name Position Age Present Office

Thomas H. Anderson Chairman of the Board 72 1987

Richard P. Anderson President and Chief
Executive Officer 66 1987

Christopher J. Anderson Vice President - Business
Development Group 41 1990

Michael J. Anderson Vice President and General
Manager - Retail Group 44 1994
Vice President and General
Manager - Grain Group 1990-1994

Richard M. Anderson Vice President and General
Manager - Industrial Products
Group 39 1990

Joseph L. Braker Vice President and General
Manager - Agriculture Group 45 1994
Vice President and General
Manager - Ag Products Group 1990-1994

Dale W. Fallat Vice President - Corporate
Services 51 1990

Richard R. George Corporate Controller and
Principal Accounting Officer 46 1979

Peter A. Machin Vice President and General
Manager - Lawn Products Group 48 1990

Beverly J. McBride General Counsel and Corporate
Secretary 54 1987

Gary L. Smith Corporate Treasurer 50 1985

PART II

Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters

(a) Because of ownership and transferability restrictions, there was no
market for the Class A and Class B Common Shares of the Corporation
prior to the Merger.

(b) After the Merger, the Common Shares of The Andersons, Inc. were
approved for trading on the Nasdaq National Market. Trading began on
February 20, 1996.

(c) At December 31, 1995, there were 187 holders of Class A Common Shares
and 184 holders of Class B Common Shares of the Corporation. As of
February 15, 1996, after the Merger and prior to the commencement of
trading on the Nasdaq National Market, there were 305 Common
Shareholders of The Andersons, Inc.

(d) The Corporation does not intend to pay cash dividends in the
foreseeable future.

Item 6. Selected Financial Data

The following table presents the selected financial data in thousand, except
share and per share data of the Corporation:

Year Ended December 31
1995 1994 1993 1992 1991
Management Fees $74,201 $70,395 $63,107 $57,388 $55,358
Net income 228 252 146 9 25
Net income
per Class A Share 49.48 54.72 31.66 1.96 5.38
Weighted average number
of Class A Common
Shares outstanding 4,608 4,612 4,624 4,633 4,591

As of December 31
1995 1994 1993 1992 1991
Total assets $12,895 $12,984 $11,432 $ 8,841 $ 8,580
Shareholders'
equity 2,104 1,862 1,607 1,473 1,445

The five year selected financial data appearing on page 1 of The Andersons,
Inc. 1995 Annual Report to Shareholders is incorporated herein by reference.

Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations

The information under the caption Management's Discussion and Analysis
appearing on pages 6 and 7 of The Andersons, Inc. 1995 Annual Report to
Shareholders is incorporated herein by reference.

The following discussion of results of operations and liquidity and capital
resources is included for the Corporation prior to the Merger.

Results of Operations

Years ended December 31, 1995 and 1994:

Net income in 1995 was $228,010 or $49.48 per Class A Common Share,
compared to $252,351 or $54.72 per share in 1994. Income earned by the
Corporation on its investment in the Partnership was down $58,852 in 1995 and
the management fee earned by the Corporation based on the Partnership's return
on equity and rent and other reimbursable expenses was down $40,174. These
decreases were due to reduced 1995 operating results of the Partnership
Interest earned and other income increased by $64,146, primarily due to higher
returns on the Corporation's other investments. Federal income tax expense
decreased due to the decrease in income.

Years ended December 31, 1994 and 1993:

Net income in 1994 was $252,351 or $54.72 per Class A Common Share,
compared to $146,399 or $31.66 per share in 1993. Income earned by the
Corporation on its investment in the Partnership was up $73,318 in 1994 and the
management fee earned by the Corporation based on the Partnership's return on
equity and rent and other reimbursable expenses was up $213,563. These
increases were due to improved 1994 operating results of the Partnership and an
increase in space utilized by the Partnership in the Corporation's office
building. Interest earned and other income decreased by $27,096, primarily due
to less space leased by outside tenants in the Corporation's office building.
Federal income tax expense increased due to the increase in income.

Liquidity and Capital Resources

The Corporation had cash and cash equivalents and short-term
investments of approximately $890,000 and $1.2 million at December 31, 1995 and
1994, respectively. The largest component of the Corporation's working capital
was a receivable from the Partnership. This receivable represents the costs
incurred by the Corporation in providing management and labor services to the
Partnership but not yet paid by the Corporation and therefore not yet collected
from the Partnership. This receivable was eliminated in the Merger. The
Corporation has no short-term or long-term debt. Management believes, given the
relationship between the Corporation and the Partnership and the January 2,
1996 Merger with the Partnership, that the Corporation's cash and cash
equivalents of $890,000 are adequate to meet both short-term and long-term
needs.

Item 8. Financial Statements and Supplementary Data

The following consolidated financial statements of The Andersons, Inc.
and Report of Independent Auditors set forth on pages 8 through 19 of The
Andersons, Inc. 1995 Annual Report to Shareholders are incorporated herein by
reference:

Report of Independent Auditors

Consolidated Statements of Income for the years ended December 31, 1995,
1994 and 1993

Consolidated Balance Sheets for December 31, 1995 and 1994

Consolidated Statements of Cash Flows for the years ended December 31,
1995, 1994 and 1993

Consolidated Statements of Changes in Owners' Equity for the years ended
December 31, 1995, 1994 and 1993

Notes to Consolidated Financial Statements

Following are the financial statements of the Corporation.

Report of Independent Auditors

Board of Directors
The Andersons, Inc.

We have audited the accompanying balance sheets of The Andersons Management
Corp. as of December 31, 1995 and 1994, and the related statements of income,
cash flows, and changes in shareholders' equity for each of the three years in
the period ended December 31, 1995. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Andersons Management Corp.
at December 31, 1995 and 1994, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1995, in
conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

February 2, 1996
Toledo, Ohio

The Andersons Management Corp.
Statements of Income

Year ended December 31
1995 1994 1993

Management fees (Note 2) $74,201,056 $70,394,855 $63,107,331
Equity in income of The Andersons 159,992 218,844 145,526
Interest earned and other income 212,992 148,829 175,925
74,574,040 70,762,528 63,428,782
Costs and expenses:
Salaries, wages and benefits 73,246,523 69,400,144 62,326,184
Rent expense 770,494 754,867 731,209
General expenses 248,713 227,966 153,590
74,265,730 70,382,977 63,210,983
Income before income taxes 308,310 379,551 217,799

Federal income taxes:
Current 90,700 140,100 68,500
Deferred (credit) (10,400) (12,900) 2,900
80,300 127,200 71,400
Net income $ 228,010 $ 252,351 $ 146,399

Net income per weighted average
Class A Common Share $49.48 $54.72 $31.66

Weighted average number of Class A
shares outstanding 4,608 4,612 4,624

See accompanying notes.

The Andersons Management Corp.
Balance Sheets

December 31
1995 1994
Assets
Current assets:
Cash and cash equivalents $ 889,126 $ 736,599
U.S. Treasury security held-to-maturity, fair
value of $486,875 -- 490,532
Receivable from The Andersons 4,759,352 4,700,699
Prepaid expenses 2,828,185 2,703,173
Total current assets 8,476,663 8,631,003

Receivable from The Andersons 2,929,723 3,059,742
Investment in The Andersons 1,102,457 969,376
Investment in mutual fund, at fair value 325,244 250,000
Other 60,897 73,843
$12,894,984 $12,983,964

Liabilities and shareholders' equity
Current liabilities:
Accounts payable $ 1,952,809 $ 869,704
Accrued compensation and benefits 5,908,822 7,192,479
Total current liabilities 7,861,631 8,062,183

Pension and postretirement benefits 2,929,723 3,059,742

Shareholders' equity:
Common Shares, without par value:
Class A non-voting:
Authorized--25,000 shares
Issued-- 4,855 shares at stated value 1,456,405 1,456,405
Class B voting:
Authorized--25,000 shares
Issued--5,683 and 5,014 shares at stated
value in 1995 and 1994, respectively 5,683 5,014
Retained earnings 699,451 471,441
2,161,539 1,932,860
Unrealized gain on available-for-sale securities 28,957 --
(net of tax)
Less common shares in treasury, at cost--(275 and
236 Class A shares in 1995 and 1994, respectively) (86,866) (70,821)

2,103,630 1,862,039
$12,894,984 $12,983,964

See accompanying notes.

The Andersons Management Corp.
Statements of Cash Flows

Year ended December 31
1995 1994 1993
Operating activities
Net income $ 228,010 $ 252,351 $ 146,399
Adjustments to reconcile net income to net
cash provided by (used in) operating
activities:
Equity in earnings of The Andersons in
excess of cash received (159,992) (207,537) (139,180)
Provision for deferred income tax (10,400) (12,900) 2,900
(credits)
Amortization 2,655 4,110 41,411
Changes in operating assets and
liabilities:
Prepaid expenses and other assets (96,715) 6,328 (258,684)
Receivable from The Andersons 71,366 (1,174,113) (2,160,348)
Accounts payable and accrued
expenses (330,571) 1,309,346 2,457,183
Net cash provided by (used in)
operating activities (295,647) 177,585 89,681

Investing activities
Sales and maturities of investments 565,000 500,000 1,000,000
Purchases of investments (101,450) (739,329) (505,313)
Net cash provided by (used in)
investing activities 463,550 (239,329) 494,687

Financing activities
Purchase of common shares for treasury (29,582) (18,405) (23,697)
Sale of common shares from treasury 13,537 21,036 11,141
Proceeds from sale of common shares 669 333 -
Net cash provided by (used in)
financing activities (15,376) 2,964 (12,556)

Increase (decrease) in cash and cash
equivalents 152,527 (58,780) 571,812
Cash and cash equivalents at
beginning of year 736,599 795,379 223,567
Cash and cash equivalents at end of year $ 889,126 $ 736,599 $ 795,379

See accompanying notes.

The Andersons Management Corp.
Statements of Changes in Shareholders' Equity

Unrealized
Gain on
Common Shares Available-
Retained Treasury for-Sale
Class A Class B Earnings Shares Securities

Balances at December 31, 1992 $1,456,405 $4,681 $ 72,691 $(60,896) $ --
Sale of 35 Class A and
251 Class B shares from
treasury 11,141
Purchase of 75 Class A and
73 Class B shares for
treasury (23,697)
Net income for the year 146,399
Balances at December 31, 1993 $1,456,405 $4,681 $219,090 $(73,452) $ --
Sale of 59 Class A and 200
Class B shares from
treasury 21,036
Purchase of 53 Class A and
53 Class B shares for
treasury (18,405)
Issuance of 333 shares 333
Net income for the year 252,351
Balances at December 31, 1994 $1,456,405 $5,014 $471,441 $(70,821) $ --
Sale of 34 Class A and
37 Class B shares from
treasury 13,537
Purchase of 73 Class A and
37 Class B shares for
treasury (29,582)
Issuance of 669 shares 669
Unrealized gain on securities $28,957
Net income for the year $228,010
Balances at December 31, 1995 $1,456,405 $5,683 $699,451 $(86,866) $28,957

See accompanying notes.

The Andersons Management Corp.
Notes to Financial Statements
December 31, 1995

1. Significant Accounting Policies

Estimates and Assumptions

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

Cash Equivalents

The Corporation considers all highly liquid debt instruments purchased with a
maturity of three months or less to be cash equivalents.

Securities

Management determines the appropriate classification of debt securities at the
time of purchase and reevaluates such designation as of each balance sheet
date. Debt securities are classified as held-to-maturity when the Corporation
has the positive intent and ability to hold the securities to maturity. Held-
to-maturity securities are stated at amortized cost.

Marketable equity securities and debt securities not classified as held-to-
maturity are classified as available-for-sale. Available-for-sale securities
are carried at fair value, with the unrealized gains and losses, net of tax,
reported in a separate component of shareholders' equity. Cost of these
available-for-sale securities at December 31, 1995 and 1994 was $276,981 and
$250,000, respectively. The unrealized gain of $48,262 is shown as a separate
component of shareholders' equity, net of applicable income taxes of $19,305.

Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
and income tax purposes. Temporary differences relating to costs and expenses
incurred on behalf of the Partnership are passed on to the Partnership through
offsetting differences in the recognition of management fees by the
Corporation. Deferred tax assets of the Corporation relate primarily to
temporary differences associated with the Corporation's share of Partnership
net income and amounted to $50,700 and $29,900 at December 31, 1995 and 1994,
respectively.

Taxes paid during 1995, 1994 and 1993 amounted to $146,000, $135,500, and
$5,000, respectively.

Description of Common Shares

Common shares of the Corporation are held by limited partners of The Andersons.
The holders of Class A shares are entitled to dividends, if declared, and to
any surplus, earned or otherwise, of the Corporation upon liquidation or
dissolution. The holders of Class B shares have sole voting power, but are not
entitled to share in any dividends or surplus of the Corporation.

Net income per share of Common Stock is computed based on the weighted average
number of Class A Common Shares outstanding during the year.

Reclassifications

Certain amounts in the 1994 and 1993 financial statements have been
reclassified to conform with the 1995 presentation. These reclassifications
had no effect on net income.

2. Investment in The Andersons

The Corporation is the sole general partner of The Andersons (the
Partnership). As sole general partner, the Corporation provides all management
and labor services required by the Partnership in its operations. In exchange
for providing management services the Corporation charges the Partnership a
management fee equal to: a) the salaries and cost of all employee benefits and
other normal employee costs, paid or accrued for services performed by the
Corporation's employees on behalf of the Partnership, b) reimbursable expenses
incurred by the Corporation in connection with its services to the Partnership,
or on the Partnership's behalf, and c) an amount based on an achieved level of
return on partners' invested capital of the Partnership to cover the
Corporation's general overhead and to provide an element of profit to the
Corporation.

The Corporation leases an office building under a lease that commenced on May
1, 1990. The Corporation is required to pay annual lease payments of $767,515
through 2000, then increasing to $792,402 through 2005. The Corporation
charges the Partnership rent for the space utilized in its operations, which
amounted to $659,716, $635,714, and $529,982 in 1995, 1994 and 1993,
respectively.

The Partnership generally pays the Corporation for salaries and employee
benefits as those costs are paid by the Corporation. Amounts due from the
Partnership relating to postretirement benefits that will not be received
within one year have been classified as a noncurrent asset.

The components of the management fee and rent charged by the Corporation to the
Partnership consisted of the following:

Year ended December 31
1995 1994 1993
Costs and expenses:
Salaries and wages $56,011,690 $53,726,460 $47,706,731
Employee benefits 17,234,830 15,673,685 14,619,453
Rent for office space and
other reimbursable expenses 747,070 803,830 641,491
Achieved level of return of the
Partnership 207,466 190,880 139,656
Total management fees $74,201,056 $70,394,855 $63,107,331

3. Employee Benefit Plans

The Corporation sponsors several employee benefit programs which include the
following: Defined Benefit Pension Plan and Supplemental Defined Benefit
Pension Plan, Retirement Savings Investment Plan, Cash Profit Sharing Plan,
Management Performance Program and health insurance benefits.

Substantially all permanent employees are covered by the Corporation's Defined
Benefit Pension Plan. The benefits are based on the employee's highest five
consecutive years of compensation during their last ten years of service. The
Corporation's policy is to pay into trusteed funds each year an amount equal to
the annual pension expense calculated under the Entry Age Normal method. In
addition, the Corporation has a Supplemental Retirement Plan which is a non-
qualified deferred compensation plan designed to cover all Defined Benefit Plan
participants whose compensation exceeds the Internal Revenue Code limitation.
Supplemental Plan benefits are calculated similarly to the Defined Benefit Plan
and are based on compensation in excess of the Internal Revenue Code
limitation.

The following table sets forth the plans' funded status and amounts recognized
in the Corporation's balance sheets as of December 31, 1995 and 1994.

December 31
1995 1994
Actuarial present value of benefit obligation:
Vested benefits $6,666,393 $5,743,223
Non-vested benefits 329,443 364,007
Accumulated benefits obligation 6,995,836 6,107,230
Impact of future salary increases 4,195,199 3,417,369
Projected benefit obligation for service
rendered to date 11,191,035 9,524,599
Plan assets at fair value 9,605,800 7,297,051
Projected benefit obligation in excess of plan
assets 1,585,235 2,227,548
Unrecognized net asset at adoption of FAS 87,
net of amortization 142,859 193,338
Unrecognized net gain (loss) 526,377 (435,467)
Prior service cost (292,296) (29,044)
Net pension liability recognized in balance
sheet (includes current portion of $1,498,000
in 1995 and $415,365 in 1994) $1,962,175 $1,956,375

Net periodic pension cost includes the following components:

Year ended December 31
1995 1994 1993
Service cost -benefits earned during the $1,233,838 $1,082,143 $1,135,948
period
Interest cost on projected benefit
obligation 680,739 563,333 571,278
Return on plan assets (2,017,708) 70,796 (493,623)
Net amortization and deferral 1,425,058 (655,230) 10,420
Net periodic pension cost $1,321,927 $1,061,042 $1,224,023

The weighted average discount rate and rate of increase in future compensation
levels used in determining the actuarial present value of the projected benefit
obligation was 7.5% and 4%, respectively. The weighted average long-term rate
of return on plan assets used in determining the expected return on plan assets
included in net periodic pension cost was 8% for all years presented.
Substantially all of the plan assets are invested in a family of mutual funds.

Under the Retirement Savings Investment Plan (RSIP) eligible participating
employees may elect to contribute specified amounts up to 15% of their gross
pay on a tax-deferred basis, subject to certain limitations, to a trust for
investment in a family of mutual funds. The Corporation contributes an amount
equal to 50% of the participant's contributions, but not in excess of 3% of the
participant's annual gross pay. Participants are fully vested in their
contributions to the RSIP. Participants hired before January 1, 1993 vest
immediately in the Corporation's matching contributions and participants hired
after December 31, 1992 vest ratably over five years. The matching
contributions to the RSIP amounted to $920,845, $857,804, and $761,536 in 1995,
1994 and 1993, respectively.

Substantially all permanent employees are included in the Cash Profit Sharing
Plan. The Plan provides for participants to receive certain percentages of
their pay as various threshold levels of return on capital of the Partnership
are achieved. The Corporation also has a Management Performance Program for
certain levels of management. Participants in the Management Performance
Program are not eligible to participate in the Cash Profit Sharing Plan. The
expense for profit sharing/management performance programs was $1,226,893,
$3,040,207 and $2,050,273 for 1995, 1994 and 1993, respectively.

The Corporation currently provides certain health insurance benefits to its
employees, including retired employees. The Corporation has reserved the right
in most circumstances to modify the benefits provided and in recent years has
in fact made changes. Further changes were implemented in 1993 that will
effect the benefits provided to future retirees. These changes include the
minimum retirement age, years of service and a sharing in the cost of providing
these benefits. In addition, the Medicare Part B reimbursement currently
paid by the Corporation for retirees is being phased out over a five-year
period. The Corporation has elected to recognize the accrued benefits earned
by employees as of January 1, 1993 (transition obligation) prospectively,
which means this cost will be recognized as a component of the net periodic
postretirement benefit cost over a period of approximately 20 years.

The Corporation's postretirement benefits are not funded. The status of the
plan as of December 31 is as follows:

1995 1994
Accumulated postretirement benefit obligation:
Retirees $5,502,090 $5,267,700
Fully eligible active plan participants 569,619 1,516,379
Other active participants 3,679,649 2,551,870
9,751,358 9,335,949
Unrecognized net transition obligation (7,150,383) (7,570,994)
Unrecognized net loss (135,931) (246,223)
Accrued postretirement benefit cost $2,465,044 $1,518,732

Net periodic postretirement benefit cost includes the following
components:

Year ended December 31
1995 1994 1993

Service cost $ 247,493 $ 245,186 $ 181,457
Interest cost 679,416 749,651 653,625
Net amortization 420,611 451,999 420,611
Net periodic postretirement benefit
cost $1,347,520 $1,446,836 $1,255,693

The weighted average discount rate used in determining the postretirement
benefit cost was 7.5% for all years. The weighted average discount rate used
in determining the accumulated postretirement benefit obligation at December
31, 1995 and 1994 was 7.5%.

The assumed health care cost trend rate used to measure the expected cost of
benefits covered by the plan was 7% in 1995, declining to 5% through the year
1997 and remaining at that level thereafter. A 1% increase in the assumed
health care cost trend rate would increase the annual postretirement benefit
cost by approximately $181,000 and the accumulated postretirement benefit
obligation as of December 31, 1995 by approximately $1.6 million.

To partially fund self-insured health care and other employee benefits, the
Corporation makes payments to a trust. Assets of the trust amounted to
$2,730,315 and $2,639,566 at December 31, 1995 and 1994, respectively, and such
amounts are included in prepaid expenses.

4. Merger with the Partnership

On January 2, 1996, the Partnership merged with and into the Corporation and
the Partnership was dissolved. Concurrent with the merger, the name of the
Corporation was changed to The Andersons, Inc. The merger has been accounted
for as a reorganization of entities under common control similar to a pooling
of interests. All future financial statements will be combined and historical
periods restated to give effect to the merger.

Presented below is a condensed balance sheet as of January 2, 1996 (the date of
the merger) and a condensed statement of income for the years ended December
31, 1995, 1994 and 1993 showing the effect of the merger had it been
consummated at the beginning of the period.

Condensed Balance Sheet (in thousands)
January 2, 1996

Assets
Current assets $ 371,342
Property plant and equipment - net 81,862
Other noncurrent assets 5,245
$ 458,449
Liabilities
Current liabilities $ 309,578
Long-term obligations 76,792
Other noncurrent liabilities 4,327

390,697
Minority interest 1,001
Shareholders' Equity 66,751
$ 458,449

Condensed Pro forma Statements of Income (in thousands)

Year Ended December 31
1995 1994 1993
Net sales and revenues $1,092,410 $ 968,880 $ 796,471
Other income 5,320 2,758 3,874
1,097,730 971,638 800,345
Cost of sales and revenues 944,176 822,274 670,158
153,554 149,364 130,187
Operating, general and
administrative expenses 129,347 125,798 112,939
Interest expense 14,019 8,395 6,168
143,366 134,193 119,107
Net income - historical 10,188 15,171 11,080
Pro forma income tax expense 3,915 5,886 4,094
Pro forma net income $ 6,273 $ 9,285 $ 6,986

The Partnership's net income was includable in the federal income tax returns
of its partners and therefore it did not pay federal income taxes. The
Partnership's operations will be included in the Corporation's U.S. federal
income tax return effective January 2, 1996. This table includes separate
unaudited pro forma net income which reflect the pro forma adjustments to
present income taxes on the basis on which they will be reported in future
periods.

Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

None.

PART III

Item 10. Directors and Executive Officers of the Registrant

For information with respect to the executive officers of the
registrant, see "Executive Officers of the Registrant" in Item 4A included in
Part I of this report. For information with respect to the Directors of the
registrant, see "Election of Directors" in the Proxy Statement for the Annual
Meeting of the Shareholders to be held on May 23, 1996 (the "Proxy Statement"),
which is incorporated herein by reference; for information concerning 1934
Securities and Exchange Act Section 16(a) Compliance, see such section in the
Proxy Statement, incorporated herein by reference. In addition to the directors
disclosed in the Proxy Statement, the following directors of the Company are
not standing for re-election at the 1996 annual meeting:

Name Age Position
Daniel T. Anderson 40 Director; General Merchandise Manager
Retail Group
Dale W. Fallat 51 Director; Vice President Corporate
Services
Janet M. Schoen 36 Director

Item 11. Executive Compensation

The information set forth under the captions "Executive Compensation"
in the Proxy Statement is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The information set forth under the caption "Security Ownership" in the
Proxy Statement is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions

See "Item 1. Business" regarding personnel and management services
provided by the Corporation to the Partnership. The management fee received by
the Corporation in 1995 under the Management Agreement between the Corporation
and the Partner ship was $74.2 million. See Note 2 to the Corporation's
Financial Statements.

The office building utilized by the Partnership was leased by the
Corporation from an unaffiliated lessor under a net lease expiring in 2000.
The Partnership subleased approximately 90% of the building from the
Corporation and paid the Corporation rent for the space it occupies. Under the
terms of the sublease, the Partnership also was responsible for insurance,
utilities, taxes, general maintenance, snow removal, lawn care and similar
upkeep expenses for the entire building. The Corporation reimbursed the
Partnership for management and maintenance of the building, including the space
it did not occupy. The amount paid by the Partnership to the Corporation for
the portion of the building occupied by the Partnership was designed to
reimburse the Corporation for its equivalent cost under the Corporation's
lease. In 1995, the rental payments made by the Partnership to the
Corporation, net of the reimbursement for management and maintenance of the
building was $692,918, which is included in the management fee referred to in
the preceding paragraph.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)(1) The following financial statements of the registrant are
included in Item 8:

Page
Report of Independent Auditors................................... 15
Statements of Income - years ended
December 31, 1995, 1994 and 1993............................... 16
Balance Sheets - December 31, 1995 and 1994...................... 17
Statements of Cash Flows - years ended
December 31, 1995, 1994 and 1993............................... 18
Statements of Changes in Shareholders' Equity -
years ended December 31, 1995, 1994 and 1993................... 19
Notes to Financial Statements.................................... 20

In addition the consolidated financial statements of the Company, as
set forth under Item 8 of this report on Form 10-K, are incorporated herein by
reference from The Andersons, Inc. 1995 Annual Report to Shareholders.

(a) (2) All schedules for which provision is made in the applicable
accounting regulation of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted for the Corporation.

(3) Exhibits:

2.1 Agreement and Plan of Merger, dated April 28, 1995 and
amended as of September 26, 1995, by and between The
Andersons Management Corp. and The Andersons.
(Incorporated by reference to Exhibit 2.1 to
Registration Statement No. 33-58963).

3.1 Articles of Incorporation. (Incorporated by reference
to Exhibit 3(d) in Registration Statement No. 33-
16936.)

3.2 Code of Regulations. (Incorporated by reference to
Exhibit 3(e) in Registration Statement No. 33-16936.)

3.3 Articles of Incorporation of The Andersons, Inc.
(Incorporated by reference to Exhibit 3.3 to
Registration Statement No. 33-58963).

3.4 Code of Regulations of The Andersons, Inc.
(Incorporated by reference to Exhibit 3.4 to
Registration Statement No. 33-58963).

4.1 Specimen certificate of Class A Shares. (Incorporated
by reference to Exhibit 4(b)(i) in Registration
Statement No. 33-16936.)

4.2 Specimen certificate of Class B Shares. (Incorporated
by reference to Exhibit 4(b)(ii) in Registration
Statement No. 33-16936.)

4.3 Specimen Common Share Certificate. (Incorporated by
reference to Exhibit 4.1 in Registration Statement 33-
58963).

4.4 The Fifteenth Supplemental Indenture dated as of
January 2, 1995, between The Andersons, Inc. and Fifth
Third Bank of Northwestern Ohio, N.A., successor
Trustee to an Indenture between The Andersons and Ohio
Citizens Bank, dated as of October 1, 1985.

10.1 Management Performance Program.* (Incorporated by
reference to Exhibit 10(a) to the Partnership's Form
10-K dated December 31, 1990, File no. 2-55070.)

10.2 Lease agreement effective May 1, 1990, between
Carentmon and The Andersons Management Corp.
(Incorporated by reference to Exhibit 10(b) to
Registrants Form 10-K dated December 31, 1992.)

10.3 Management Agreement between The Andersons and The
Andersons Management Corp., effective as of January 1,
1988. (Incorporated by reference to Exhibit 10(h) in
Registration Statement No. 33-13538.)

13 The Andersons, Inc. 1995 Annual Report to Shareholders

22 Subsidiaries of The Andersons, Inc. (Incorporated by
reference to the Partnership's Form 10-K dated December
31, 1995)

23.1 Consent of Independent Auditors

28 Partnership Form 10-K for the year ended December 31,
1995. (Incorporated by reference to File No. 2-55070.)

The Corporation agrees to furnish to the Securities and Exchange
Commission a copy of any long-term debt instrument or loan agreement that it
may request.

(b) Reports on Form 8-K:

No reports on Form 8-K were filed during the last quarter of
the year.

The exhibits listed in Item 14(a)(3) of this report, and not
incorporated by reference, follow "Signatures".

* Management contract or compensatory plan.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in Maumee, Ohio,
on the 28th day of March, 1996.

THE ANDERSONS, INC. (FORMERLY
THE ANDERSONS MANAGEMENT CORP.)
(Registrant)

By \s\Thomas H. Anderson
Thomas H. Anderson
Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 28th day of March, 1996.

Signature Title

\s\Richard P. Anderson President and Chief Executive Officer,
Richard P. Anderson Director
(Principal Executive and Financial Officer)

\s\Richard R. George Corporate Controller
Richard R. George (Principal Accounting Officer)

Signature Title Signature Title

\s\Daniel T. Anderson Director \s\Dale S. Fallat Director
Daniel T. Anderson Dale W. Fallat

Director \s\Paul M. Kraus Director
Donald E. Anderson Paul M. Kraus

\s\Michael J. Anderson Director Director
Michael J. Anderson Donald M. Mennel

\s\Richard M. Anderson Director Director
Richard M. Anderson David L. Nichols

\s\Thomas H. Anderson Director Director
Thomas H. Anderson Janet M. Schoen

Director
John F. Barrett

Except for those portions of The Andersons, Inc. 1995 Annual Report to
Shareholders specifically incorporated by reference in this report on Form 10-
K, such annual report is furnished solely for the information of the Securities
and Exchange Commission and is not to be deemed "filed" as a part of this
filing.