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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM S-8
 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 ARGAN, INC.
  Delaware
 13-1947195
 One Church Street
Suite 201
Rockville, MD 20850
 Argan, Inc. 2011 Stock Plan
 Rainer H. Bosselmann
Chief Executive Officer
Argan, Inc.
One Church Street
Suite 201
Rockville, MD 20850
 (301) 315-0027
  Richard A. Krantz, Esq.
Robinson & Cole LLP
1055 Washington Boulevard
Stamford, Connecticut 06901-2249
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
  Proposed
    
    
    ProposedTitle of Each
    
    
    
    
    
    Maximum
    
    
    MaximumClass of Securities
    
    
    Amount
    
    
    Offering
    
    
    Aggregate
    
    
    Amount OfTo Be
    
    
    To Be
    
    
    Price Per
    
    
    Offering
    
    
    RegistrationRegistered(1)
    
    
    Registered(2)
    
    
    Share(3)
    
    
    Price(3)
    
    
    Fee(3)Common Stock, par value $.15 per share
    
    
    500,000
    
    

$10.35
    
    
    $5,175,000
    
    
    $600.82
 
 (1)
    
    Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
Securities Act), this Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the Argan, Inc. 2011 Stock Plan (the Plan) described herein.(2)
    
    Represents 500,000 shares of common stock of Argan, Inc. (the Registrant)
available for issuance under the Plan. Pursuant to Rule 416 of the Securities Act, this
Registration Statement shall also cover an additional indeterminate number of shares of common
stock of the Registrant as may be required pursuant to the Plan in the event of a stock dividend,
stock split, recapitalization or other similar transaction without the receipt of consideration
which results in an increase in the number of the Registrants outstanding shares of common stock.(3)
    
    Estimated solely for the purpose of calculating the registration fee and are
based on the average of high and low prices of the common stock of Registrant on the NYSE Amex
Equities on July 12, 2011, in accordance with Rule 457(c) under the Securities Act.




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TABLE OF CONTENTS  PART IPART IIItem 3. Incorporation of Documents by ReferenceItem 4. Description of SecuritiesItem 5. Interests of Named Experts and CounselItem 6. Indemnification of Directors and OfficersItem 7. Exemption from Registration ClaimedItem 8. ExhibitsItem 9. UndertakingsSIGNATURESEXHIBIT INDEXEX-5EX-23.1    Table of Contents  
 PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS




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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Item 3. Incorporation of Documents by Reference.
  1.
    
    Annual Report on Form 10-K for the fiscal year ended January 31, 2011;2.
    
    Proxy for our 2011 Annual Meeting of Stockholders held on June 21,
2011, filed on May 9, 2011;3.
    
    Quarterly Report on Form 10-Q for the period ended April 30, 2011,
filed June 13, 2011.4.
    
    Current Reports on Form 8-K filed April 15, 2011, April 21, 2011, June
2, 2011, June 14, 2011,  June 22, 2011 and July 14, 2011; and5.
    
    The description of our common stock set forth in the Registration
Statement on Form 8-A, filed with the SEC on August 1, 2003, including
any amendments or reports filed for the purposes of updating this
description.
  
 Item 4. Description of Securities.
  
 Item 5. Interests of Named Experts and Counsel.
  
 Item 6. Indemnification of Directors and Officers.




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Item 7. Exemption from Registration Claimed.
  
 Item 8. Exhibits.
  Exhibit No.
    
    Description4
    
    Argan, Inc. 2011 Stock Plan (incorporated by reference to the
Registrants definitive Proxy Statement filed on Schedule 14A
with the Securities and Exchange Commission on May 9, 2011).5
    
    Opinion of Robinson & Cole LLP23.1
    
    Consent of Grant Thornton LLP, independent registered public
accounting firm23.2
    
    Consent of Robinson & Cole LLP (included in Exhibit 5 hereof)24
    
    Power of Attorney (included on the signature page hereof)
 
 Item 9. Undertakings.




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provided, however,




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SIGNATURES
  ARGAN, INC.By:
    /s/ Rainer H. BosselmannRainer H. BosselmannChairman of the Board and

Chief Executive Officer




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POWER OF ATTORNEY
   NAME
    
    TITLE
    
    DATE/s/ Rainer H. Bosselmann

Rainer H. Bosselmann
    
    Chairman of the Board and Chief Executive Officer
(Principal Executive Officer)
    
    July 15, 2011/s/ Arthur F. Trudel

Arthur F. Trudel
    
    Chief Financial Officer

(Principal Accounting and Financial Officer)
    
    July 15, 2011Henry A. Crumpton
    
    Director
    
    July ___, 2011/s/ Cynthia A. Flanders

Cynthia A. Flanders
    
    Director
    
    July 15, 2011/s/ William F. Leimkuhler

William F. Leimkuhler
    
    Director
    
    July 15, 2011Daniel A. Levinson
    
    Director
    
    July ___, 2011/s/ W. G. Champion Mitchell

W. G. Champion Mitchell
    
    Director
    
    July 15, 2011/s/ James W. Quinn

James W. Quinn
    
    Director
    
    July 15, 2011




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EXHIBIT INDEX
  Exhibit No.
    
    Description4
    
    Argan, Inc. 2011 Stock Plan (incorporated by reference to the
Registrants definitive Proxy Statement filed on Schedule 14A
with the Securities and Exchange Commission on May 9, 2011).5
    
    Opinion of Robinson & Cole LLP23.1
    
    Consent of Grant Thornton LLP, independent registered public
accounting firm23.2
    
    Consent of Robinson & Cole LLP (included in Exhibit 5 hereof)24
    
    Power of Attorney (included on the signature page hereof)