SCHEDULE 14A INFORMATION

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

Filed by the Registrant [X]
Filed by a Party other than the Registrant [  ]

Check the appropriate box

The Andersons, Inc.

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

March 15, 2004

Dear Shareholder:

     You are cordially invited to attend the annual meeting of shareholders that will be held on Thursday, May 13, 2004, 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 2003 annual report to shareholders are 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 13.

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 27, 2004 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.

Table of Contents

Contents

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

PROXY STATEMENT

Annual Meeting of Shareholders
May 13, 2004

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, 2004.

This Proxy Solicitation

     Included in this package are the proxy card and this proxy statement. The proxy card and the identification number on it is 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 13, 2004, 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 2005 Annual Meeting at our principal offices in Maumee, Ohio by December 31, 2004.

Common Shares Outstanding

     On February 27, 2004, The Andersons, Inc. had issued and outstanding 7,250,791 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 27, 2004.

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 Beverly J. McBride, John P. Kraus and Matthew C. Anderson 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 auditors.

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 auditors 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 2004 Employee Share Purchase 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, 2004. We will file that Form 10-Q with the Securities and Exchange Commission in August 2004.

Proposals

     The Board has 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 auditors for the year 2004 and recommends that you vote for their ratification. Finally, the Board has adopted a new Employee Share Purchase Plan.

Election of Directors

     The Board of Directors has nominated and 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. The Board of Directors expects all nominees named below to be available for

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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 15. All information provided is current as of the record date - February 27, 2004.

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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.

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

Approval of Independent Auditors

     The Audit Committee has hired and the Board of Directors has approved PricewaterhouseCoopers LLP as our independent auditors to audit the financial statements of the Corporation for fiscal year 2004.

     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 auditors.

     The Board of Directors recommends a vote FOR ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors.

Approval of the 2004 Employee Share Purchase Plan

     The Board of Directors has adopted and recommends approval by the shareholders of the 2004 Employee Share Purchase Plan (the “Plan”). This Plan will replace the Corporation’s 1996 Employee Share Purchase Plan that was approved by the shareholders in November 1995. The Plan will provide the Corporation’s employees with the opportunity to purchase Common Shares through a payroll deduction plan.

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

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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.

Board of Directors

*Chair

Board Meetings and Committees

     The Board of Directors (the “Board”) held six meetings in 2003. Each director attended 75% or more of the 2003 meetings of the Board and its committees except for David L. Nichols who attended four of the six Board meetings and all Audit Committee meetings and John F. Barrett who attended six of the six Board meetings and one of the two Compensation Committee meetings. The Governance / Nominating Committee is a new committee in 2003; the previous Nominating Committee consisted of the entire Board and met as part of the normal Board meetings. Nine of the ten Board members attended the Annual Shareholders Meeting held on May 1, 2003.

     Audit Committee: The Audit Committee, among other duties, appoints the independent auditors, reviews the internal audit and external financial reporting of the Corporation, reviews the scope of the independent audit and considers comments by the independent auditors regarding internal controls and accounting procedures and management’s response to those comments. The Audit Committee met four times in 2003.

     The Board has determined that David L. Nichols, 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.

     Compensation Committee: The Compensation Committee, comprised solely of three independent directors, reviews and makes recommendations to the Board regarding salaries, compensation and benefits of executive officers and key employees of the Corporation and, under the Corporation’s Amended and Restated Long Term Performance Compensation Plan, grants equity compensation to participants. The Compensation Committee met twice in 2003.

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     Governance / Nominating Committee: In 2003, the Nominating Committee was reconstituted as the Governance / Nominating Committee comprised solely of three independent directors. This Committee met once in 2003. 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 to the shareholders for approval and conducts regular committee meetings 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 is included in this document 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 any director candidate whose name is submitted by a shareholder provided that the submission is made prior to the December 31 deadline that precedes the next annual meeting of shareholders. All candidates for nomination are evaluated on the basis of his/her ability to contribute expertise to the businesses and services in which the Corporation engages and to contribute to the Mission and greater good of the Corporation. 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. In addition to the above-named qualities, the Governance/Nominating Committee has not yet finalized but is currently working on a definition of minimum qualifications and any specific qualities or skills that the Governance/Nominating Committee believes are necessary for one or more of the Corporation’s directors to possess.

     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) or to the Standards of Business Conduct on its website.

Director Compensation

     Directors who are not employees of the Corporation receive an annual retainer of $20,000. 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

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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 also receive an option grant on January 1 of each year partially based on the Corporation’s financial performance. The 2004 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.

     Thomas Anderson, chairman emeritus, receives a payment of $55,000 annually from the Corporation 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 Appendix A). The Audit Committee appoints, compensates and oversees the Corporation’s independent auditors. 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 auditors are responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards 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 auditors. 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 auditors. The Audit Committee also discussed with the independent auditors matters required to be discussed by Statement on Auditing Standards No. 61 (Communication with Audit Committees).

     The Corporation’s independent auditors also provided to the Audit Committee the written disclosures required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and the Audit Committee discussed with the independent auditors that firm’s independence.

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

     Based upon the Audit Committee’s discussion with management and the independent auditors and the Audit Committee’s review of the representation of management and the report of the independent auditors 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, 2003 filed with the Securities and Exchange Commission.

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Appointment of Independent Auditors

Independent Auditors

     PricewaterhouseCoopers LLP (“PwC”) served as the Corporation’s independent auditors for the year ended December 31, 2003. The Audit Committee has appointed PwC as independent auditors of the Corporation for the year ended December 31, 2004.

     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 2003, PwC not only acted as the Corporation’s independent auditors (services related to auditing the Corporation’s consolidated financial statements for 2003 and reviewing financial statements included in Quarterly Reports on Form 10-Q) but also rendered other services to the Corporation. The following table sets forth the aggregate fees billed by PwC for audit services related to 2003 and 2002 and for other services billed in the most recent two years:

Policy on Audit Committee Pre-Approval of Services Performed by the Independent Auditors

     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 auditors, 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 auditors. This policy specifically pre-approves at the beginning of each fiscal year all audit and audit-related services to be provided by the independent auditor 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.

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     Tax and all other services that are permitted to be performed by the auditor, 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 auditor, 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.

2004 Employee Share Purchase Plan

Description of the Plan

     The Board of Directors adopted the 2004 Employee Share Purchase Plan (“2004 ESPP”) on December 12, 2003, subject to approval by shareholders. This 2004 ESPP replaces the Employee Share Purchase Plan (“ESPP”) adopted by shareholders in 1995. Under the original ESPP, 300,000 Common Shares were reserved for purchase by employees. Most of these 300,000 Common Shares have now been distributed and the Board wishes to terminate the ESPP and transfer any remaining Common Shares to the 2004 ESPP. The 2004 ESPP will operate under the same general terms of the ESPP.

     The 2004 ESPP permits employees of the Corporation who elect to participate (“Participants”) to purchase Common Shares under the 2004 ESPP through payroll deductions. The purpose of the 2004 ESPP is to enable and encourage employees to acquire an ownership interest in the Corporation through the purchase of Common Shares, thereby permitting employees to share in the growth of the Corporation. The following is a summary of the principal features of the 2004 ESPP. This summary is qualified in its entirety by the terms and conditions of the 2004 ESPP itself, a copy of which is attached hereto as Appendix B.

     The 2004 ESPP will be administered by the Compensation Committee, which will have the authority, subject to certain limitations, to determine eligibility for participation in the plan and to prescribe the terms and conditions under which Common Shares may be purchased under the 2004 ESPP. All employees of the Corporation will be eligible to participate in the 2004 ESPP, subject to certain tax law limitations. As of December 31, 2003, the Corporation had 1,227 full-time and 1,661 part-time or seasonal employees.

     Participants may direct the deduction of a specified percentage from their eligible compensation, to be used to purchase Common Shares under the 2004 ESPP. A Participant may cease contributions, re-enroll in the 2004 ESPP, or increase or decrease the rate of contributions during any plan period in accordance with the rules and procedures prescribed by the Compensation Committee from time to time. A Participant will automatically participate in each successive plan period until the time of such Participant’s withdrawal from the 2004 ESPP. All deductions made from the eligible compensation of a Participant will be credited on the records of the Corporation and used by the Corporation to effect the purchases of Common Shares under the 2004 ESPP.

     Each plan period lasts twelve months, beginning on January 1 of each year and ending on the following December 31. At the beginning of each plan period, each Participant will be deemed to have been granted an option to purchase, on the last day of the plan period, Common Shares at an exercise price to be determined by the Compensation Committee, which price shall be the lesser of (i) the fair market value of the Common Shares as of the first day of such plan

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period or (ii) the fair market value of the Common Shares as of the last day of such plan period, in each case less a discount to market as specified by the Committee from time to time, such discount not to exceed 15%. The Corporation does not currently intend to offer a discount to market as part of the 2004 ESPP. The total amount of consideration eligible for the exercise of such deemed option will not exceed the total amount credited to such Participant’s account pursuant to the 2004 ESPP for such plan period.

     The Corporation will effect purchases of Common Shares under the 2004 ESPP by allocating the appropriate number of Common Shares to each Participant’s share account, until the maximum number of Common Shares available under the 2004 ESPP have been issued and purchased pursuant to the 2004 ESPP’s terms. Participants will have all of the rights and privileges of any shareholder with respect to such shares. Any cash dividends paid with respect to a Participant’s Common Shares will be either paid to Participant or credited to such Participant’s account to be used to purchase Common Shares pursuant to the 2004 ESPP. All Common Share distributions or Common Share splits will be credited to a Participant’s share account, which will be administered by the Compensation Committee. All Common Share rights and warrants will be distributed to a Participant as if such Participant were the record holder of the Common Shares in his or her share account. Upon termination of the Participant’s employment with the Corporation or participation in the 2004 ESPP, all Common Shares credited to such account, and all uninvested cash credited to the Participant’s account will be distributed to the Participant. The Corporation will pay the costs of administering the 2004 ESPP, including the fees and expenses of auditors and counsel in connection with the 2004 ESPP.

     The Corporation will not grant to any Participant any right to purchase Common Shares if the exercise of such right would cause such Participant to own five percent or more of the combined voting power or value of all classes of the Corporation’s capital shares. In addition, the number of shares which may be purchased by any Participant in any plan period cannot exceed the number of shares the fair market value of which, together with the fair market value of shares previously purchased by such Participant during such calendar year, in the aggregate exceeds $25,000. For the preceding limitation, fair market value is measured on the first day of the plan period.

     Subject to the provisions of Section 423 of the Code, the Corporation has the power to amend the 2004 ESPP, in its sole discretion, at any time in any respect, except that the Corporation may not make any such amendment if it would retroactively impair or otherwise adversely affect the rights of any person to benefits that have already accrued under the 2004 ESPP.

     The aggregate number of Common Shares subject to issuance under the Share Purchase Plan is 300,000, subject to adjustment in the event of a share dividend, share split or similar change plus any remaining unissued Common Shares from the original ESPP. These Common Shares may be newly issued Common Shares or may be Common Shares purchased for the 2004 ESPP on the open market at the discretion of the Corporation.

     The 2004 ESPP will terminate at such time as all of the Common Shares reserved for purchase under the plan have been purchased, or at any other time at the discretion of the Board of Directors.

Federal Income Tax Consequences

     The following discussion is intended only as a general summary of the federal income tax consequences arising from the purchase of Common Shares pursuant to the

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2004 ESPP (“Plan Shares”) and the subsequent disposition of such Plan Shares, as based upon the Internal Revenue Code (the “Code”) as currently in effect. Because federal income tax consequences will vary as a result of individual circumstances, each employee participating in the 2004 ESPP should consult his or her tax advisor with respect to the tax consequences of the purchase or disposition of Plan Shares. Moreover, the following summary relates only to Participants’ federal income tax treatment. The state, local and foreign tax consequences may be substantially different.

     The Corporation intends the 2004 ESPP to be an “employee stock purchase plan” as defined in Section 423 of the Code, and plans to report the tax consequences of rights to purchase shares and the exercise of such rights pursuant to the 2004 ESPP accordingly. If the 2004 ESPP is not so qualified for any reason, including failure to receive the requisite shareholder approval, then the grant of a right to purchase Plan Shares will generally not be taxable, but Participants will recognize ordinary compensation income on the Purchase Date equal to the difference between the price paid and the fair market value of the Plan Shares on that date, and the Corporation will be entitled to a deduction for the same amount. Thereafter, a Participant will be taxed as any other investor in Common Shares, as if the Participant had purchased the Plan Shares at fair market value. Except where noted otherwise, the following discussion assumes that the 2004 ESPP is so qualified.

     Under applicable provisions of the Code, Participants remain taxable on all compensation income, including the amount of payroll deductions used to purchase Plan Shares. However, assuming the 2004 ESPP is qualified pursuant to Code Section 423, Participants will not recognize taxable income, and the Corporation will not be entitled to a deduction, on the date of grant (the “Grant Date”) or the date of exercise (the “Purchase Date”) of a right to purchase Plan Shares.

     The tax treatment of a Participant who sells Plan Shares (or makes a taxable exchange of Plan Shares for other property) depends on how long the Participant holds those Plan Shares, measured from the Grant Date and the Purchase Date. If a Participant sells Plan Shares more than two years after the Grant Date and more than one year after the Purchase Date, the gain or loss on such sale is computed as the difference between the price paid and the sale price. If the Plan Shares are sold at a gain, a portion of the gain will be treated as ordinary compensation income equal to the lesser of (a) the difference between the fair market value of the Plan Shares on the Grant Date and the amount paid for such Plan Shares and (b) the difference, if any, between the fair market value of the Plan Shares on the date of disposition and the amount the Participant paid for such Plan Shares. If there is additional gain (in excess of the ordinary income amount), the remaining gain will be long-term capital gain. If the Plan Shares are sold at a loss, the loss will be a capital loss, and no portion of the loss will be treated as an ordinary loss or deduction. The Corporation will not be entitled to any deduction as a result of any such sale.

     If a Participant sells Plan Shares within two years after the Grant Date or within one year after the Purchase Date (a “disqualifying disposition”), a two-step analysis is required. First, the Participant will recognize taxable, ordinary compensation income in the year of sale equal to the difference between the fair market value of the Plan Shares on the Purchase Date and the amount paid for such Plan Shares. This amount of ordinary compensation income is then treated as an additional amount paid for the Plan Shares, so that the Participant is deemed to have purchased the Plan Shares at their fair market value on the Purchase Date. Second, capital gain or loss will be computed as the difference between the actual sale price and the deemed purchase price (i.e., the difference between the actual sale price and the fair market value on the Purchase Date). The capital gain or loss will be long-term or short-term gain or loss depending on whether the Participant held the Plan Shares for more than one year after the Purchase Date. In the case of

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such a disqualifying disposition, the Corporation will be entitled to a deduction in the year of sale equal to the amount the Participant reports as ordinary income.

     If a Participant makes a gift or otherwise disposes of Plan Shares other than in a taxable exchange or sale, the Participant may recognize taxable, ordinary compensation income in the year of such disposition. In the case of a disposition more than two years after the Grant Date and more than one year after the Purchase Date, if the fair market value of the Plan Shares on the date of disposition is greater than the amount the Participant paid for such Plan Shares, the amount of ordinary compensation income will be the lesser of (a) the difference between the fair market value of the Plan Shares on the Grant Date and the amount paid for such Plan Shares and (b) the difference between the fair market value of the Plan Shares on the date of disposition and the amount the Participant paid for such Plan Shares. If the fair market value of the Plan Shares on the date of disposition is not greater than the amount the Participant paid for such Plan Shares, the Participant does not recognize any ordinary compensation income. In the case of such a disposition within two years after the Grant Date or within one year after the Purchase Date (a “disqualifying disposition”), the amount of ordinary compensation income will be the difference between the fair market value of the Plan Shares on the Purchase Date and the amount paid for such Plan Shares.

     If a Participant dies while still holding Plan Shares and the fair market value of the Plan Shares on the date of death is greater than the amount the Participant paid for such Plan Shares, the tax return for the year of death must include ordinary compensation income equal to the lesser of (a) the difference between the fair market value of the Plan Shares on the Grant Date and the amount paid for such Plan Shares and (b) the difference between the fair market value of the Plan Shares on the date of death and the amount the Participant paid for such Plan Shares. If the fair market value of the Plan Shares on the date of death is not greater than the amount the Participant paid for such Plan Shares, the tax return for the year of death will not include any ordinary income relating to the Plan Shares.

     Any dividends paid on Plan Shares must be reported as ordinary income in the year paid, regardless of the fact that such dividends are reinvested in additional Plan Shares. The sale of Plan Shares purchased through dividend reinvestment is subject to the income tax rules that normally apply to the sale of securities.

     As discussed above, the compensation to an employee related to the purchase and disposition of Plan Shares is only deductible to the Corporation if the employee makes a disqualifying disposition of the Plan Shares.

     The discussion set forth above is intended only as a summary and does not purport to be a complete enumeration or analysis of all potential tax effects relevant to Participants under the 2004 ESPP. It is accordingly recommended that all Participants consult their own tax advisors concerning federal, state, local and foreign income and other tax considerations relating to the 2004 ESPP.

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Benefits under the Original ESPP

     The following table sets forth the amount of purchases made under the Original ESPP in 2003.

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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 27, 2004. 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 2003, except for Dan Anderson filing a late Form 4 for transfers to him of non-voting shares of Richard P. Anderson, LLP.

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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 2003 and Year-End Values

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Equity Compensation Plan Information

The following table gives information as of December 31, 2003 about the Corporation’s Common Shares that may be issued upon the exercise of options under all of our existing equity compensation plans.

Equity Compensation Plan Information

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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. Our compensation philosophy is to endeavor to directly link executive compensation to continuous improvements in corporate performance and increases in shareholder value. We have adopted the following objectives as guidelines for compensation decisions:

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     Compensation Program Components. We regularly review our 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. Our 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. We sponsor a long-term performance compensation plan that provides certain employees with share options and/or share awards based both on company 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.

          Employee Benefit Plans. We also sponsor an Employee Share Purchase Plan that allows 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. We set the 2003 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 $348,000 for 2003. He also received a 2003 performance bonus of $185,000 and a January 1, 2004 grant of 33,500 options. 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 tied to share appreciation through the Amended and Restated Long-Term Performance Compensation Plan. We also believe that executive compensation levels are competitive with the compensation programs provided by our competitors. All members of the Committee have approved this report.

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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:

     The graph assumes a $100 investment in The Andersons, Inc. Common Shares on December 31, 1998 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.

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Other Information

Shareholder Proposals for 2005 Annual Meeting

     The Secretary of the Corporation must receive shareholder proposals for consideration at the 2005 annual meeting no later than December 31, 2004. This deadline is necessary in order for the proposal to be considered for inclusion in the Corporation’s 2005 proxy materials.

Additional Information

     This proxy information is being mailed with the Corporation’s December 31, 2003 Summary Annual Report to Shareholders including the Annual Report on Form 10-K for the fiscal year ended December 31, 2003, 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 Security and Exchange Commission’s Internet site at http://www.sec.gov. We expect that it will be filed on or about March 12, 2004.

     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

The Andersons, Inc.
Audit Committee Charter

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its responsibilities by reviewing the financial information which will be provided to the shareholders and others, the systems of internal control which management has established, the corporate accounting and reporting practices, and the internal and external audit processes. Additionally, the Committee is to provide an open avenue of communication between management, the independent auditors, the internal auditors, and the Board of Directors.

Composition of the Audit Committee

The Audit Committee shall be comprised of three or more independent directors, who are free from any relationship that in the opinion of the Board would interfere with their independence. All members of the Committee shall have a working familiarity with basic finance and accounting practices. The members and Chairman of the Committee shall be elected and the Audit Committee Financial Expert designated at the annual organizational meeting of the Board.

Meetings to Be Held

The Committee shall meet at least three times annually. During at least two of these meetings, separate executive sessions will be held with the independent auditors, management, and the audit manager to discuss any matters that the Committee or each of these groups believe should be discussed privately. Further, the Committee shall meet with the members of the disclosure committee at least annually.

In addition to the aforementioned meetings, the Chairman of the Committee, or his or her designee, shall participate in the quarterly financial review meetings held with management and the independent auditors.

Responsibilities and Duties Related to the Independent Auditors

i

Appendix A

Responsibilities and Duties Related to the Internal Auditors

Other Responsibilities and Duties

ii

Appendix A

The duties and responsibilities of a member of the Audit Committee are in addition to those duties set out for a member of the Board of Directors. It should be noted that in performing their duties and responsibilities, Committee members are entitled to rely on information, opinions, reports or statements, including but not limited to financial statements or other financial data that are prepared or presented by any of the following:

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Appendix B

The Andersons, Inc.
2004 Employee Share Purchase Plan

SECTION I
Purpose

SECTION II
Definitions

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

iv

Appendix B

The Andersons, Inc.
2004 Employee Share Purchase Plan

SECTION III
Administration of the Plan

v

Appendix B

The Andersons, Inc.
2004 Employee Share Purchase Plan

SECTION IV
Number of Shares Under the Plan

SECTION V
Participation and Plan Operation

vi

Appendix B

The Andersons, Inc.
2004 Employee Share Purchase Plan

vii

Appendix B

The Andersons, Inc.
2004 Employee Share Purchase Plan

viii

Appendix B

The Andersons, Inc.
2004 Employee Share Purchase Plan

ix

Appendix B

The Andersons, Inc.
2004 Employee Share Purchase Plan

SECTION VI
Rights Not Transferable

The rights and interests of any Participant in the Plan, including any right to purchase Plan Shares, shall not be transferable other than by will or the applicable laws of descent and distribution and any such right to purchase shall be exercisable only during the lifetime of such Participant, and then only by such Participant.

SECTION VII
Limitations on Share Ownership

Notwithstanding any provision herein to the contrary, no Participant shall have a right to purchase Plan Shares if:

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Appendix B

The Andersons, Inc.
2004 Employee Share Purchase Plan

For purposes of the foregoing clause (a), ownership of Common Shares shall be determined by the attribution rules of Section 424(d) of the Code and Participants shall be considered to own any Common Shares which they have a right to purchase under the Plan or any other share option agreement with the Company or its Subsidiary.

SECTION VIII
Miscellaneous Provisions

xi

Appendix B

The Andersons, Inc.
2004 Employee Share Purchase Plan

SECTION IX
Amendment or Termination of the Plan

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Appendix C

THE ANDERSONS, INC.

GOVERNANCE/NOMINATING COMMITTEE

CHARTER

Purpose: The primary function of the Governance/Nominating Committee (“GNC”) is to assist the Board of Directors in fulfilling its responsibilities, as set forth below. In addition, the chair of the GNC, who shall be known as the “Lead Director,” shall conduct regular meetings of the independent directors without management’s presence to discuss any and all issues of interest and to take any action(s) deemed appropriate.

Structure: The GNC shall be comprised of three or more independent directors who are free from any relationship that in the opinion of the Board would interfere with their independence. The members and chair shall be elected at the annual organizational meeting of the Board. The GNC shall meet not less than two times each year.

Responsibilities and Duties

Ongoing:

Annually:

After each Board meeting:

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PROXY — THE ANDERSONS, INC.
Meeting Details

Location: The Andersons Inc. General Office Building, 480 W. Dussel Dr., Maumee OH 43537; 1:30 p.m. Local Time Proxy solicited by Board of Directors for Annual Meeting — May 13, 2004

The undersigned hereby appoints Matthew C. Anderson, John P. Kraus and Beverly J. McBride, 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 13, 2004 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 2004 EMPLOYEE SHARE PURCHASE PLAN, AND FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS THE CORPORATION’S INDEPENDENT AUDITORS FOR THE YEAR ENDING DECEMBER 31, 2004.

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.

PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE, BUT NO LATER THAN MAY 6, 2004.

This Space May Be Used For Any Comments You Care To Make:

Internet and Telephone 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 13, 2004.

THANK YOU FOR VOTING.

The Andersons, Inc.

{Name and address of shareholder]

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

Annual Meeting Proxy Card

A. Election of directors

1. The Election of ten Directors to hold office for a one-year term: The Board of directors recommends a vote FOR the listed nominees.

B. Issues

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. [  ]

C. Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed.

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.