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<SEC-DOCUMENT>0001125282-06-002994.txt : 20060523
<SEC-HEADER>0001125282-06-002994.hdr.sgml : 20060523
<ACCEPTANCE-DATETIME>20060523145302
ACCESSION NUMBER:		0001125282-06-002994
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060518
ITEM INFORMATION:		Changes in Registrant.s Certifying Accountant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060523
DATE AS OF CHANGE:		20060523

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:		06861190

	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>b413441_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                                  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): May 18, 2006


                                   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 4.01  Change in Registrant's Certifying Accountant

         On May 18, 2006, Argan, Inc. (the "Company") dismissed Ernst & Young,
LLP as the Company's independent registered public accounting firm. The decision
to dismiss Ernst & Young, LLP was approved by the Audit Committee of the Board
of Directors of the Company. The reports of Ernst & Young, LLP on the Company's
financial statements for each of the past two fiscal years ended January 31,
2006 and 2005 contained no adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles. During the period of that firm's engagement through its dismissal,
there were no disagreements with Ernst & Young, LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of Ernst & Young, LLP,
would have caused Ernst & Young, LLP to make reference to the subject matter of
the disagreements in its report. During the same period, there have been no
reportable events as set forth in Item 304(a)(1)(iv) of Regulation S-B, except
for the letter issued by Ernst & Young, LLP dated September 19, 2005 with
respect to the Company's internal controls. Pursuant to that letter, Ernst &
Young, LLP, pursuant to its review of the Company's consolidated financial
statements for the quarter ended July 31, 2005, as well as its audit for the
year ended January 31, 2005 and its review for the quarters ended April 30, 2005
and July 31, 2005, set forth certain matters involving internal control over
financial reporting and operation that it considered to be material weaknesses
and control deficiencies.

         On May 19, 2006, the Company engaged Grant Thornton LLP as its new
independent registered public accounting firm. The decision to engage Grant
Thornton LLP was approved by the Audit Committee of the Board of Directors of
the Company. During the period from the Company's inception through the date of
this filing, the Company did not consult Grant Thornton LLP with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements or any other matters or
reportable events as set forth in Items 304(a)(2) of Regulation S-B.

         The Company has provided Ernst & Young, LLP with a copy of this report
on Form 8-K prior to the Company filing it with the U.S. Securities and Exchange
Commission. The Company also requested Ernst & Young, LLP furnish a letter
addressed to the U.S. Securities and Exchange Commission stating whether or not
it agrees with the statements made in this report by the Company. A copy of the
letter from Ernst & Young, LLP to the Securities and Exchange Commission, dated
May 23, 2006, is attached as Exhibit 16 to this report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

         Exhibit No.           Description
         -----------           -----------
         16                    Letter from Ernst & Young, LLP to U.S. Securities
                               and Exchange Commission dated May 23, 2006.

<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.

                                          ARGAN, INC.

Date: May 23, 2006               By:  /s/ Arthur Trudel
                                     -------------------------------
                                      Arthur Trudel
                                      Senior Vice President and Chief Financial
                                      Officer

<PAGE>

                                  EXHIBIT INDEX

Exhibit No.                Description
- -----------                -----------
16                         Letter from Ernst & Young, LLP to U.S. Securities and
                           Exchange Commission dated May 23, 2006.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>2
<FILENAME>b413441_ex16.txt
<DESCRIPTION>EXHIBIT 16
<TEXT>
<PAGE>

                                                                      Exhibit 16

May 23, 2006


Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549


Ladies and Gentlemen:

We have read Item 4.01 of Form 8-K dated May 23, 2006, of Argan, Inc. and are in
agreement with the statements contained in paragraphs one and three therein. We
have no basis to agree or disagree with other statements of the registrant
contained therein.

Regarding the registrant's statement concerning the lack of internal control to
prepare financial statements, included in paragraph one therein, we had
considered such matter in determining the nature, timing, and extent of
procedures performed in our audit of the registrant's January 31, 2006
consolidated financial statements.


                                                          /s/ Ernst & Young LLP

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