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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001144204-05-026075.txt : 20050817
<SEC-HEADER>0001144204-05-026075.hdr.sgml : 20050817
<ACCEPTANCE-DATETIME>20050817121929
ACCESSION NUMBER:		0001144204-05-026075
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20050816
ITEM INFORMATION:		Unregistered Sales of Equity Securities
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050817
DATE AS OF CHANGE:		20050817

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ARGAN INC
		CENTRAL INDEX KEY:			0000100591
		STANDARD INDUSTRIAL CLASSIFICATION:	MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833]
		IRS NUMBER:				131947195
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-31756
		FILM NUMBER:		051032701

	BUSINESS ADDRESS:	
		STREET 1:		ONE CHURCH STREET
		STREET 2:		SUITE 302
		CITY:			ROCKVILLE
		STATE:			MD
		ZIP:			20850
		BUSINESS PHONE:		301 315-0027

	MAIL ADDRESS:	
		STREET 1:		ONE CHURCH STREET
		STREET 2:		SUITE 302
		CITY:			ROCKVILLE
		STATE:			MD
		ZIP:			20850

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PUROFLOW INC
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ULTRA DYNAMICS CORP
		DATE OF NAME CHANGE:	19830522
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>v024239_8-k.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                -----------------

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): August 16, 2005


                                   ARGAN, INC.
             (Exact Name of Registrant as Specified in its Charter)


         Delaware                       001-31756                13-1947195
(State or Other Jurisdiction           (Commission             (IRS Employer
      of Incorporation)                 File Number)         Identification No.)

 One Church Street, Suite 302, Rockville, MD                       20850
    (Address of Principal Executive Offices)                     (Zip Code)

Registrant's telephone number, including area code: (301) 315-0027

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)


      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

|_|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
      Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>

Item 3.02  Unregistered Sales of Equity Securities.

Background

As previously disclosed on a Form 8-K filed with the Securities and Exchange
Commission on February 2, 2005 (the "Form 8-K"), on January 28, 2005, Argan,
Inc. (the "Company") issued to MSR I SBIC, L.P., a Delaware limited partnership
("Investor") 129,032 shares (the "Initial Shares") of common stock, par value
$0.15 per share ("Common Stock"), of the Company pursuant to a Subscription
Agreement dated as of January 28, 2005 between the Company and Investor (the
"Agreement") and also agreed to issue additional shares of Common Stock to
Investor in accordance with the Agreement upon the earlier of (the "Condition")
(i) the Company's issuance of additional shares of Common Stock having an
aggregate purchase price of at least $2,500,000 for a consideration per share
less than the $7.75 per share, subject to certain exclusions; or (ii) July 31,
2005. The number of such additional shares to be issued to Investor could not be
ascertained at the time of filing the Form 8-K.

Current Transaction

As of July 31, 2005, the Condition had not occurred. In accordance with the
formula provided in the Agreement to calculate the number of additional shares
to be issued, on August 16, 2005, the Company instructed the transfer agent to
issue to Investor 95,321 shares of Common Stock of the Company pursuant to the
exemption provided by Section 4(2) of the Securities Act of 1933, as amended.


Item 9.01. Financial Statements and Exhibits.

(c)   Exhibits.

      Exhibit No.       Description
      -----------       -----------

      4.1               Subscription Agreement dated as of January 28, 2005
                        between Argan, Inc. and MSR I SBIC, L.P. (Incorporated
                        by reference herein to Exhibit 4.1 to the Company's
                        Current Report on Form 8-K dated January 28, 2005, filed
                        on February 2, 2005).

<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: August 17, 2005                          ARGAN, INC.

                                               By: /s/ Rainer Bosselmann
                                                   -------------------------
                                                   Rainer Bosselmann
                                                   Chairman of the Board and
                                                   Chief Executive Officer

<PAGE>

                                  EXHIBIT INDEX

     Exhibit No.        Description
     -----------        -----------

      4.1               Subscription Agreement dated as of January 28, 2005
                        between Argan, Inc. and MSR I SBIC, L.P. (Incorporated
                        by reference herein to Exhibit 4.1 to the Company's
                        Current Report on Form 8-K dated January 28, 2005, filed
                        on February 2, 2005).

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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