=============================================================================



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


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


                                 FORM 10-Q



     (Mark One)

      |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

              FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2004

                                     OR

      |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from _________ to ___________


                       Commission file number 1-2918

                                ASHLAND INC.
                          (a Kentucky corporation)
                           I.R.S. No. 61-0122250

                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                       Covington, Kentucky 41012-0391
                      Telephone Number (859) 815-3333





     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 checkmark  whether the Registrant is an accelerated  filer
(as defined in Rule 12b-2 of the Act). Yes |X| No |_|

     At December 31, 2004,  there were  72,084,548  shares of  Registrant's
Common Stock outstanding.  One Right to purchase  one-thousandth of a share
of Series A  Participating  Cumulative  Preferred  Stock  accompanies  each
outstanding share of Registrant's Common Stock.



=============================================================================







                       PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME

--------------------------------------------------------------------------------------------------------------------------
                                                                                                    Three months ended
                                                                                                        December 31
                                                                                                  ------------------------
(In millions except per share data)                                                                     2004         2003
--------------------------------------------------------------------------------------------------------------------------

                                                                                                                
REVENUES
      Sales and operating revenues                                                                $    2,177    $   1,936
      Equity income                                                                                      146           38
      Other income                                                                                        17           13
                                                                                                  -----------   ----------
                                                                                                       2,340        1,987
COSTS AND EXPENSES
      Cost of sales and operating expenses                                                             1,849        1,611
      Selling, general and administrative expenses                                                       311          284
                                                                                                  -----------   ----------
                                                                                                       2,160        1,895
                                                                                                  -----------   ----------
OPERATING INCOME                                                                                         180           92
      Net interest and other financial costs                                                             (31)         (30)
                                                                                                  -----------   ----------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                                                    149           62
      Income taxes                                                                                       (55)         (23)
                                                                                                  -----------   ----------
INCOME FROM CONTINUING OPERATIONS                                                                         94           39
      Results from discontinued operations (net of income taxes) - Note B                                  -           (5)
                                                                                                  -----------   ----------
NET INCOME                                                                                        $       94    $      34
                                                                                                  ===========   ==========

BASIC EARNINGS PER SHARE - NOTE A
      Income from continuing operations                                                           $     1.30    $     .56
      Results from discontinued operations                                                                 -         (.07)
                                                                                                  -----------   ----------
      Net income                                                                                  $     1.30    $     .49
                                                                                                  ===========   ==========

DILUTED EARNINGS PER SHARE - NOTE A
      Income from continuing operations                                                           $     1.28    $     .56
      Results from discontinued operations                                                                 -         (.07)
                                                                                                  -----------   ----------
      Net income                                                                                  $     1.28    $     .49
                                                                                                  ===========   ==========

DIVIDENDS PAID PER COMMON SHARE                                                                   $     .275    $    .275




SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     2





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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

--------------------------------------------------------------------------------------------------------------------------------
                                                                               December 31       September 30       December 31
(In millions)                                                                         2004               2004              2003
--------------------------------------------------------------------------------------------------------------------------------

                                   ASSETS

                                                                                                                   
CURRENT ASSETS
      Cash and cash equivalents                                              $         146      $         243     $         201
      Accounts receivable                                                            1,252              1,331             1,083
      Allowance for doubtful accounts                                                  (40)               (41)              (38)
      Inventories - Note A                                                             538                458               483
      Deferred income taxes                                                             95                103               110
      Other current assets                                                             106                208               103
                                                                             --------------     --------------    --------------
                                                                                     2,097              2,302             1,942
INVESTMENTS AND OTHER ASSETS
      Investment in Marathon Ashland Petroleum LLC (MAP)                             2,856              2,713             2,335
      Goodwill                                                                         567                513               527
      Asbestos insurance receivable (noncurrent portion)                               396                399               403
      Other noncurrent assets                                                          370                319               296
                                                                             --------------     --------------    --------------
                                                                                     4,189              3,944             3,561
PROPERTY, PLANT AND EQUIPMENT
      Cost                                                                           3,166              3,104             3,087
      Accumulated depreciation, depletion and amortization                          (1,889)            (1,848)           (1,809)
                                                                             --------------     --------------    --------------
                                                                                     1,277              1,256             1,278
                                                                             --------------     --------------    --------------

                                                                             $       7,563      $       7,502     $       6,781
                                                                             ==============     ==============    ==============

                    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
      Debt due within one year                                               $         575      $         439     $         145
      Trade and other payables                                                       1,197              1,362             1,123
      Income taxes                                                                      69                 14                56
                                                                             --------------     --------------    --------------
                                                                                     1,841              1,815             1,324
NONCURRENT LIABILITIES
      Long-term debt (less current portion)                                          1,087              1,109             1,429
      Employee benefit obligations                                                     438                428               399
      Deferred income taxes                                                            248                367               221
      Reserves of captive insurance companies                                          177                179               173
      Asbestos litigation reserve (noncurrent portion)                                 553                568               562
      Other long-term liabilities and deferred credits                                 375                330               355
      Commitments and contingencies - Notes D and G
                                                                             --------------     --------------    --------------
                                                                                     2,878              2,981             3,139

COMMON STOCKHOLDERS' EQUITY                                                          2,844              2,706             2,318
                                                                             --------------     --------------    --------------

                                                                             $       7,563      $       7,502     $       6,781
                                                                             ==============     ==============    ==============


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     3



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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMMON STOCKHOLDERS' EQUITY

----------------------------------------------------------------------------------------------------------------------------------
                                                                                                    Accumulated
                                                                                                          other
                                                 Common           Paid-in           Retained      comprehensive
(In millions)                                     stock           capital           earnings               loss             Total
----------------------------------------------------------------------------------------------------------------------------------

                                                                                                               
BALANCE AT OCTOBER 1, 2003                $          68     $         350      $       1,961      $        (126)    $       2,253
      Total comprehensive income (1)                                                      34                 30                64
      Cash dividends                                                                     (19)                                 (19)
      Issued 643,390 common shares under
        stock incentive and other plans               1                19                                                      20
                                          --------------    --------------     --------------     --------------    --------------
BALANCE AT DECEMBER 31, 2003              $          69     $         369      $       1,976      $         (96)    $       2,318
                                          ==============    ==============     ==============     ==============    ==============

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

BALANCE AT OCTOBER 1, 2004                $          72     $         478      $       2,262      $        (106)    $       2,706
      Total comprehensive income (1)                                                      94                 39               133
      Cash dividends                                                                     (20)                                 (20)
      Issued 505,385 common shares under
        stock incentive and other plans                                25                                                      25
                                          --------------    --------------     --------------     --------------    --------------
BALANCE AT DECEMBER 31, 2004              $          72     $         503      $       2,336      $         (67)    $       2,844
                                          ==============    ==============     ==============     ==============    ==============

----------------------------------------------------------------------------------------------------------------------------------
(1) Reconciliations of net income to total comprehensive income follow.



                                                                                                        Three months ended
                                                                                                            December 31
                                                                                                  --------------------------------
      (In millions)                                                                                        2004              2003
      ----------------------------------------------------------------------------------------------------------------------------

                                                                                                                        
      Net income                                                                                  $          94     $          34
      Unrealized translation adjustments                                                                     35                29
          Related tax benefits                                                                                2                 1
      Net unrealized gains on cash flow hedges                                                                2                 -
                                                                                                  --------------    --------------
      Total comprehensive income                                                                  $         133     $          64
                                                                                                  ==============    ==============

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

      At December 31, 2004, the accumulated other comprehensive loss of $67
      million (after tax) was comprised of net unrealized translation gains
      of $60 million,  a minimum pension  liability of $129 million and net
      unrealized gains on cash flow hedges of $2 million.



SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     4



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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS

-------------------------------------------------------------------------------------------------------------------------
                                                                                                     Three months ended
                                                                                                         December 31
                                                                                                  -----------------------
(In millions)                                                                                          2004         2003
-------------------------------------------------------------------------------------------------------------------------

                                                                                                               
CASH FLOWS FROM OPERATIONS
      Income from continuing operations                                                           $      94    $      39
      Expense (income) not affecting cash
          Depreciation, depletion and amortization                                                       46           48
          Deferred income taxes                                                                          17           21
          Equity income from affiliates                                                                (146)         (38)
          Distributions from equity affiliates                                                            1          148
          Other items                                                                                     2            -
      Change in operating assets and liabilities (1)                                                    (68)        (150)
                                                                                                  ----------   ----------
                                                                                                        (54)          68
CASH FLOWS FROM FINANCING
      Proceeds from issuance of common stock                                                             20           17
      Repayment of long-term debt                                                                       (98)         (38)
      Increase in short-term debt                                                                       211            -
      Dividends paid                                                                                    (20)         (19)
                                                                                                  ----------   ----------
                                                                                                        113          (40)
CASH FLOWS FROM INVESTMENT
      Additions to property, plant and equipment                                                        (55)         (53)
      Purchase of operations - net of cash acquired                                                     (95)           -
      Other - net                                                                                         2            9
                                                                                                  ----------   ----------
                                                                                                       (148)         (44)
                                                                                                  ----------   ----------
CASH USED BY CONTINUING OPERATIONS                                                                      (89)         (16)
      Cash used by discontinued operations                                                               (8)          (6)
                                                                                                  ----------   ----------
DECREASE IN CASH AND CASH EQUIVALENTS                                                                   (97)         (22)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                         243          223
                                                                                                  ----------   ----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                         $     146    $     201
                                                                                                  ==========   ==========

-------------------------------------------------------------------------------------------------------------------------
(1) Excludes changes resulting from operations acquired or sold.




SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     5


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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

         INTERIM FINANCIAL REPORTING

         The  accompanying   unaudited  condensed   consolidated  financial
         statements   have  been  prepared  in  accordance  with  generally
         accepted accounting principles for interim financial reporting and
         Securities  and Exchange  Commission  regulations.  Although  such
         statements are subject to any year-end audit adjustments which may
         be  necessary,  in the  opinion  of  management,  all  adjustments
         (consisting of normal recurring accruals) considered necessary for
         a fair presentation have been included. These financial statements
         should be read in conjunction with Ashland's Annual Report on Form
         10-K for the fiscal  year ended  September  30,  2004.  Results of
         operations  for  the  period  ended  December  31,  2004,  are not
         necessarily  indicative  of  results to be  expected  for the year
         ending September 30, 2005.

         INVENTORIES



           --------------------------------------------------------------------------------------------------------------------
                                                                               December 31      September 30       December 31
           (In millions)                                                              2004              2004              2003
           --------------------------------------------------------------------------------------------------------------------
                                                                                                                  
           Chemicals and plastics                                            $         449     $         370     $         372
           Construction materials                                                       69                71                61
           Petroleum products                                                           69                61                71
           Other products                                                               53                45                53
           Supplies                                                                      6                 6                 4
           Excess of replacement costs over LIFO carrying values                      (108)              (95)              (78)
                                                                             --------------    --------------    --------------
                                                                             $         538     $         458     $         483
                                                                             ==============    ==============    ==============


         EARNINGS PER SHARE

         The  following  table  sets  forth  the  computation  of basic and
         diluted earnings per share (EPS) from continuing operations.



------------------------------------------------------------------------------------------------------------------------
                                                                                                   Three months ended
                                                                                                      December 31
                                                                                                 -----------------------
(In millions except per share data)                                                                   2004         2003
------------------------------------------------------------------------------------------------------------------------
                                                                                                              
NUMERATOR
Numerator for basic and diluted EPS - Income
   from continuing operations                                                                    $      94    $      39
                                                                                                 ==========   ==========
DENOMINATOR
Denominator for basic EPS - Weighted average
      common shares outstanding                                                                         72           69
Common shares issuable upon exercise of stock options                                                    1            -
                                                                                                 ----------   ----------
Denominator for diluted EPS - Adjusted weighted
      average shares and assumed conversions                                                            73           69
                                                                                                 ==========   ==========

EARNINGS PER SHARE FROM CONTINUING OPERATIONS
      Basic                                                                                      $    1.30    $     .56
      Diluted                                                                                    $    1.28    $     .56


                                     6




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE B - DISCONTINUED OPERATIONS

         Ashland is subject to liabilities  from claims  alleging  personal
         injury  caused  by  exposure  to  asbestos.   Such  claims  result
         primarily from indemnification  obligations  undertaken in 1990 in
         connection  with the sale of Riley  Stoker  Corporation,  a former
         subsidiary.  During the quarter ended  December 31, 2003,  Ashland
         recorded  a charge of $15  million to  increase  its  reserve  for
         asbestos claims, the effect of which was partially offset by an $8
         million credit to increase its asbestos insurance receivable.  The
         resulting  $7 million  pretax  charge to income,  net of  deferred
         income tax benefits of $2 million,  was  reflected as an after-tax
         loss from  discontinued  operations of $5 million in the Statement
         of  Consolidated  Income for the three months  ended  December 31,
         2003.  No  adjustments  were  recorded to the asbestos  reserve or
         insurance  receivable in the quarter ended  December 31, 2004. See
         Note  G  for  further  discussion  of  Ashland's  asbestos-related
         litigation.

         Components of amounts reflected in the income  statements  related
         to discontinued operations are presented in the following table.



------------------------------------------------------------------------------------------------------------------------
                                                                                                   Three months ended
                                                                                                      December 31
                                                                                                 -----------------------
(In millions)                                                                                         2004         2003
------------------------------------------------------------------------------------------------------------------------
                                                                                                               
PRETAX LOSS FROM DISCONTINUED OPERATIONS
      Reserves for asbestos-related litigation                                                   $       -    $      (7)
INCOME TAXES
      Reserves for asbestos-related litigation                                                           -            2
                                                                                                 ----------   ----------
RESULTS FROM DISCONTINUED OPERATIONS (NET OF INCOME TAXES)                                       $       -    $      (5)
                                                                                                 ==========   ==========



NOTE C - UNCONSOLIDATED AFFILIATES

         Separate  financial  statements  for MAP  required by Rule 3-09 of
         Regulation  S-X will be filed as an amendment to Ashland's  Annual
         Report on Form 10-K  within 90 days after the end of MAP's  fiscal
         year,  which ended December 31, 2004.  Unaudited  income statement
         information for MAP is shown below.

         MAP is organized as a limited  liability  company that has elected
         to  be  taxed  as  a  partnership.   Therefore,  the  parents  are
         responsible  for income taxes  applicable  to their share of MAP's
         taxable  income.  The net income  reflected below for MAP does not
         include any  provision  for income  taxes that will be incurred by
         its parents.



------------------------------------------------------------------------------------------------------------------------
                                                                                                  Three months ended
                                                                                                      December 31
                                                                                                ------------------------
(In millions)                                                                                        2004          2003
------------------------------------------------------------------------------------------------------------------------
                                                                                                              
Sales and operating revenues                                                                    $  12,516     $   9,558
Income from operations                                                                                380            99
Net income                                                                                            386            96
Ashland's equity income                                                                               142            32





                                     7




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE C - UNCONSOLIDATED AFFILIATES (CONTINUED)

         On March 19, 2004,  Ashland  announced the signing of an agreement
         under which it would transfer its 38% interest in Marathon Ashland
         Petroleum LLC ("MAP") and two wholly-owned  businesses to Marathon
         Oil  Corporation  ("Marathon")  in a transaction  structured to be
         generally tax free and valued at approximately $3 billion. The two
         businesses  are  Ashland's  maleic   anhydride   business  and  61
         Valvoline  Instant Oil Change centers.  The transaction is subject
         to several previously disclosed conditions,  including approval by
         Ashland's shareholders, consent from Ashland's public debt holders
         and receipt of a favorable private letter ruling from the Internal
         Revenue  Service  ("IRS") with respect to the tax treatment of the
         transaction.

         On  December  20,  2004 and January  25,  2005,  Ashland  provided
         updates on the status of the  proposed  transaction.  The  updates
         included  information  about  the  status  of  the  requested  tax
         rulings.  Ashland and Marathon have  continued  their  discussions
         with the IRS and are discussing with the IRS  modifications of the
         proposed  transaction that would allow a tax efficient transfer of
         Ashland's interest in MAP to Marathon.  These  modifications would
         require Ashland and Marathon to negotiate amendments to the Master
         Agreement  executed  by Ashland and  Marathon  on March 18,  2004.
         There  can  be  no  assurance  that  an  agreement  on a  modified
         transaction  will be  reached.  If an  agreement  is  reached on a
         modified  transaction,  it is likely  that the  transaction  would
         close in the second calendar quarter of 2005.


NOTE D - LEASES AND OTHER COMMITMENTS

         LEASES

         Under various operating  leases,  Ashland has made guarantees with
         respect  to the  residual  value of the  underlying  property.  If
         Ashland had  canceled  those  leases at  December  31,  2004,  its
         maximum obligations under the residual value guarantees would have
         amounted  to $94  million.  Ashland  does not  expect to incur any
         significant charge to earnings under these guarantees, $24 million
         of which relates to real estate.  These lease  agreements are with
         unrelated  third  party  lessors  and  Ashland  has no  additional
         contractual or other commitments to any party to the leases.

         OTHER COMMITMENTS

         Ashland has guaranteed 38% of MAP's payments for certain crude oil
         purchases,  up to a maximum guarantee of $95 million.  At December
         31, 2004,  Ashland's  contingent  liability  under this  guarantee
         amounted to $76  million.  Although  Ashland has not made and does
         not  expect to make any  payments  under  this  guarantee,  it has
         recorded the fair value of the guarantee obligation,  which is not
         significant.

NOTE E - EMPLOYEE BENEFIT PLANS

         On December 8, 2003, the Medicare  Prescription Drug,  Improvement
         and Modernization Act of 2003 (the Act) was signed into law. Among
         other  things,   the  Act  will  expand  Medicare  to  include  an
         outpatient prescription drug benefit beginning in 2006, as well as
         provide a subsidy for  sponsors of retiree  health care plans that
         provide a benefit that is at least  actuarially  equivalent to the
         Medicare  Act  benefits.  In May 2004,  the  Financial  Accounting
         Standards  Board issued Staff Position No. FAS 106-2,  "Accounting
         and Disclosure  Requirements Related to the Medicare  Prescription
         Drug,  Improvement  and  Modernization  Act of 2003."  Regulations
         implementing   major   provisions   of  the  Act,   including  the
         determination  of  actuarial  equivalency,  were issued in January
         2005. Ashland is currently evaluating the impact of the Act on its
         postretirement  benefit plans and has not determined the effect of
         the Act on its financial statements.


                                     8





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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

------------------------------------------------------------------------------
NOTE E - EMPLOYEE BENEFIT PLANS (continued)

         Presently,  Ashland  anticipates  contributing  $86 million to its
         U.S.  pension  plans and $8 million to its non-U.S.  pension plans
         during fiscal 2005. As of December 31, 2004,  contributions  of $5
         million  have been made to the U.S.  plans and $1  million  to the
         non-U.S. plans.

         The following  table  details the  components of pension and other
         postretirement benefit costs.




------------------------------------------------------------------------------------------------------------------------
                                                                                                 Other postretirement
                                                                       Pension benefits                benefits
                                                                    ------------------------   -------------------------
(In millions)                                                            2004          2003          2004          2003
------------------------------------------------------------------------------------------------------------------------
                                                                                                        
THREE MONTHS ENDED DECEMBER 31
Service cost                                                        $      13     $      13    $        2    $        4
Interest cost                                                              20            18             5             6
Expected return on plan assets                                            (19)          (16)            -             -
Amortization of prior service credit                                        -             -            (2)           (6)
Amortization of net actuarial loss                                          8             7             1             2
                                                                    ----------    ----------   -----------   -----------
                                                                    $      22     $      22    $        6    $        6
                                                                    ==========    ==========   ===========   ===========



NOTE F - ACQUISITIONS

         During the three months ended December 31, 2004, Ashland Specialty
         Chemical  acquired Dow  Chemical's  DERAKANE(R)  epoxy vinyl ester
         resins  business  for   approximately   $90  million.   With  this
         acquisition,   Ashland  Specialty  Chemical's  composite  polymers
         business   continues  to  build  its  innovative   line  of  resin
         chemistries for composite manufacturing. The purchase included all
         technology and  intellectual  property assets  associated with the
         DERAKANE resin business.  No physical  assets were  transferred to
         Ashland.  Also  during the  quarter,  APAC  acquired  two  asphalt
         plants.  Following is a progression of goodwill by segment for the
         three months ended December 31, 2004.




------------------------------------------------------------------------------------------------------------------------
                                                                                  Ashland
                                                                                Specialty
(In millions)                                                          APAC      Chemical      Valvoline          Total
------------------------------------------------------------------------------------------------------------------------
                                                                                                        
BALANCE AT OCTOBER 1, 2004                                        $     411      $     96      $       6      $     513
Goodwill acquired                                                         -            50              -             50
Currency translation adjustments                                          -             4              -              4
                                                                  ----------     ---------     ----------     ----------
BALANCE AT DECEMBER 31, 2004                                      $     411      $    150      $       6      $     567
                                                                  ==========     =========     ==========     ==========


NOTE G - LITIGATION, CLAIMS AND CONTINGENCIES

         ASBESTOS-RELATED LITIGATION

         Ashland is subject to liabilities  from claims  alleging  personal
         injury  caused  by  exposure  to  asbestos.   Such  claims  result
         primarily from indemnification  obligations  undertaken in 1990 in
         connection with the sale of Riley Stoker  Corporation  (Riley),  a
         former  subsidiary.  Although  Riley was neither a producer  nor a
         manufacturer of asbestos,  its industrial  boilers  contained some
         asbestos-containing components provided by other companies.

                                     9




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE G - LITIGATION, CLAIMS AND CONTINGENCIES (continued)

         A summary of asbestos claims activity follows.  Because claims are
         frequently  filed and  settled  in large  groups,  the  amount and
         timing of  settlements  and number of open  claims  can  fluctuate
         significantly from period to period.



----------------------------------------------------------------------------------------------------------------------
                                                Three months ended
                                                    December 31                     Years ended September 30
                                             ---------------------------    ------------------------------------------
(In thousands)                                     2004            2003           2004            2003           2002
----------------------------------------------------------------------------------------------------------------------
                                                                                            
Open claims - beginning of period                   196             198            198             160            167
New claims filed                                      3               7             29              66             45
Claims settled                                       (3)             (2)            (7)             (7)           (15)
Claims dismissed                                     (6)             (5)           (24)            (21)           (37)
                                             -----------     -----------    -----------     -----------    -----------
Open claims - end of period                         190             198            196             198            160
                                             ===========     ===========    ===========     ===========    ===========


         Since October 1, 2001,  Riley has been dismissed as a defendant in
         73% of the resolved  claims.  Amounts spent on litigation  defense
         and claim  settlements  averaged  $1,723 per claim resolved in the
         three  months ended  December 31, 2004,  compared to $1,746 in the
         three months  ended  December  31,  2003,  and annual  averages of
         $1,655 in 2004,  $1,610 in 2003 and $723 in 2002. A progression of
         activity in the asbestos  reserve is  presented  in the  following
         table.



-----------------------------------------------------------------------------------------------------------------------
                                               Three months ended
                                                    December 31                      Years ended September 30
                                             ---------------------------    -------------------------------------------
(In millions)                                      2004            2003           2004            2003            2002
-----------------------------------------------------------------------------------------------------------------------
                                                                                                    
Asbestos reserve - beginning of period       $      618      $      610     $      610      $      202     $       199
Expense incurred                                      -              15             59             453              41
Amounts paid                                        (15)            (13)           (51)            (45)            (38)
                                             -----------     -----------    -----------     -----------    ------------
Asbestos reserve - end of period             $      603      $      612     $      618      $      610     $       202
                                             ===========     ===========    ===========     ===========    ============




         During the December  2002 quarter,  Ashland  increased its reserve
         for  asbestos  claims  by $390  million  to cover  the  litigation
         defense and claim  settlement  costs for probable  and  reasonably
         estimable future payments related to existing open claims, as well
         as an estimate of those that may be filed in the future.  Prior to
         December 31, 2002, the asbestos reserve was based on the estimated
         costs that would be incurred to settle  existing  open  claims.  A
         range of estimates  of future  asbestos  claims and related  costs
         using various  assumptions  was developed  with the  assistance of
         Hamilton,  Rabinovitz & Alschuler,  Inc.  (HR&A).  The methodology
         used by HR&A to project future asbestos costs was based largely on
         Ashland's recent experience, including claim-filing and settlement
         rates,  disease mix, open claims, and litigation defense and claim
         settlement  costs.  Ashland's claim experience was compared to the
         results of previously conducted epidemiological studies estimating
         the number of people likely to develop asbestos-related  diseases.
         Those studies were undertaken in connection with national analyses
         of the population expected to have been exposed to asbestos. Using
         that  information,  HR&A estimated a range of the number of future
         claims that may be filed, as well as the related costs that may be
         incurred in resolving those claims.

         From the  range of  estimates,  Ashland  recorded  the  amount  it
         believed to be the best estimate,  which  represented the expected
         payments for litigation  defense and claim settlement costs during
         the next ten years.  Subsequent updates to this estimate have been
         made,  with the  assistance of HR&A,  based on a combination  of a
         number of  factors  including  the  actual  volume of new  claims,
         recent  settlement  costs,  changes in the mix of alleged disease,
         enacted  legislative  changes  and  other  developments  impacting


                                    10




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE G - LITIGATION, CLAIMS AND CONTINGENCIES (continued)

         Ashland's  estimate  of future  payments.  Ashland's  reserve  for
         asbestos claims on an undiscounted  basis amounted to $603 million
         at December  31, 2004,  compared to $618 million at September  30,
         2004 and $612 million at December 31, 2003.

         Projecting future asbestos costs is subject to numerous  variables
         that are  extremely  difficult  to  predict.  In  addition  to the
         significant  uncertainties  surrounding  the number of claims that
         might be received,  other variables  include the type and severity
         of the disease  alleged by each claimant,  the long latency period
         associated  with  asbestos  exposure,  dismissal  rates,  costs of
         medical  treatment,  the impact of bankruptcies of other companies
         that are  co-defendants in claims,  uncertainties  surrounding the
         litigation process from jurisdiction to jurisdiction and from case
         to case,  and the impact of potential  changes in  legislative  or
         judicial standards.  Furthermore,  any predictions with respect to
         these  variables  are subject to even greater  uncertainty  as the
         projection   period   lengthens.   In  light  of  these   inherent
         uncertainties,  Ashland believes its asbestos  reserve  represents
         the best estimate within a range of possible  outcomes.  As a part
         of the process to develop  Ashland's  estimates of future asbestos
         costs,  a range of long-term cost models is developed that assumes
         a run-out  of  claims  through  2055.  These  models  are based on
         national  studies  that  predict  the  number of people  likely to
         develop  asbestos-related  diseases and are heavily  influenced by
         assumptions  regarding  long-term  inflation  rates for  indemnity
         payments  and  legal  defense  costs,  as well as other  variables
         mentioned  previously.  The total  future  litigation  defense and
         claim settlement costs on an undiscounted basis has been estimated
         within  a  reasonably  possible  range  of  $400  million  to $2.0
         billion,  depending  on the number of years those costs extend and
         other  combinations  of assumptions  selected.  Ashland's  reserve
         represents  between 10 and 29 years of future costs,  depending on
         the model selected.  If actual  experience is worse than projected
         relative to the number of claims  filed,  the  severity of alleged
         disease  associated with those claims or costs incurred to resolve
         those claims,  Ashland may need to increase  further the estimates
         of the costs  associated  with asbestos claims and these increases
         could potentially be material over time.

         Ashland has insurance  coverage for most of the litigation defense
         and  claim  settlement  costs  incurred  in  connection  with  its
         asbestos claims, and  coverage-in-place  agreements exist with the
         insurance companies that provide substantially all of the coverage
         currently being accessed.  As a result,  increases in the asbestos
         reserve have been largely offset by probable insurance recoveries.
         The amounts not  recoverable  generally are due from insurers that
         are insolvent,  rather than as a result of uninsured claims or the
         exhaustion of Ashland's insurance coverage.

         Ashland  retained  the  services of  Tillinghast-Towers  Perrin to
         assist  management  in  the  estimation  of  reasonably   possible
         insurance  recoveries  associated  with Ashland's  estimate of its
         asbestos  liabilities.  Such  recoveries are based on management's
         assumptions and estimates  surrounding the available or applicable
         insurance  coverage.  One  such  assumption  is that  all  solvent
         insurance  carriers remain solvent.  Although  coverage limits are
         resolved in the  coverage-in-place  agreement with Equitas Limited
         (Equitas) and other London companies, which collectively provide a
         significant  portion of Ashland's  insurance coverage for asbestos
         claims,  there is a  disagreement  with these  companies  over the
         timing of recoveries.  The resolution of this  disagreement  could
         have a material  effect on the value of insurance  recoveries from
         those  companies.  In estimating  the value of future  recoveries,
         Ashland  has  used  the  least  favorable  interpretation  of this
         agreement  under which the  ultimate  recoveries  are extended for
         many years,  resulting in a significant  discount being applied to
         value  those  recoveries.  Ashland  will  continue  to apply  this
         methodology  until such time as the  disagreement is resolved.  On
         July 21, 2004,  Ashland filed a demand for  arbitration to resolve
         the dispute concerning the interpretation of this agreement.

                                    11


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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE G - LITIGATION, CLAIMS AND CONTINGENCIES (continued)

         At December 31,  2004,  Ashland's  receivable  for  recoveries  of
         litigation  defense and claim  settlement  costs from its insurers
         amounted to $432  million,  of which $66 million  relates to costs
         previously paid.  Receivables from insurance companies amounted to
         $435  million at  September  30, 2004 and $433 million at December
         31, 2003.  About 35% of the estimated  receivables  from insurance
         companies  at  December  31,  2004,  are  expected  to be due from
         Equitas   and   other   London   companies.   Of  the   remainder,
         approximately  90% is  expected to come from  companies  or groups
         that are rated A or higher by A. M. Best.

         ENVIRONMENTAL PROCEEDINGS

         Ashland  is  subject   to   various   federal,   state  and  local
         environmental  laws and  regulations  that  require  environmental
         assessment  or  remediation  efforts  (collectively  environmental
         remediation)  at multiple  locations.  At December 31, 2004,  such
         locations  included 90 waste  treatment  or  disposal  sites where
         Ashland has been  identified  as a potentially  responsible  party
         under Superfund or similar state laws,  approximately  130 current
         and  former  operating  facilities  (including  certain  operating
         facilities  conveyed  to MAP)  and  about  1,220  service  station
         properties.   Ashland's  reserves  for  environmental  remediation
         amounted to $155 million at December  31,  2004,  compared to $152
         million at  September  30, 2004 and $173  million at December  31,
         2003. Such amounts reflect Ashland's  estimates of the most likely
         costs that will be incurred  over an extended  period to remediate
         identified   conditions   for  which  the  costs  are   reasonably
         estimable,   without   regard  to  any   third-party   recoveries.
         Engineering studies, probability techniques, historical experience
         and other  factors are used to identify and  evaluate  remediation
         alternatives  and their related costs in determining the estimated
         reserves for environmental remediation.

         Environmental   remediation   reserves  are  subject  to  numerous
         inherent  uncertainties  that affect Ashland's ability to estimate
         its share of the costs. Such uncertainties  involve the nature and
         extent of  contamination  at each  site,  the  extent of  required
         cleanup efforts under existing environmental  regulations,  widely
         varying   costs  of   alternate   cleanup   methods,   changes  in
         environmental  regulations,  the  potential  effect of  continuing
         improvements  in  remediation  technology,   and  the  number  and
         financial  strength of other  potentially  responsible  parties at
         multiparty  sites.  Ashland  regularly  adjusts  its  reserves  as
         environmental  remediation  continues.  Environmental  remediation
         expense amounted to $7 million for the three months ended December
         31,  2004,  compared  to $4  million  for the three  months  ended
         December 31, 2003,  and annual  expense of $2 million in 2004, $22
         million in 2003 and $30 million in 2002.

         No individual  remediation location is material to Ashland, as its
         largest  reserve for any site is less than 10% of the  remediation
         reserve. As a result,  Ashland's exposure to adverse  developments
         with  respect  to  any  individual  site  is  not  expected  to be
         material,  and  these  sites  are in  various  stages  of  ongoing
         remediation.  Although  environmental  remediation  could  have  a
         material  effect on results of  operations  if a series of adverse
         developments  occurs  in a  particular  quarter  or  fiscal  year,
         Ashland believes that the chance of such developments occurring in
         the same quarter or fiscal year is remote.

         OTHER LEGAL PROCEEDINGS

         In  addition  to the matters  described  above,  there are various
         claims,   lawsuits  and  administrative   proceedings  pending  or
         threatened   against   Ashland   and  its   current   and   former
         subsidiaries. Such actions are with respect to commercial matters,
         product liability,  toxic tort liability,  and other environmental
         matters,  which seek  remedies or  damages,  some of which are for
         substantial  amounts.  While these  actions  are being  contested,
         their outcome is not predictable.

                                    12






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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT

---------------------------------------------------------------------------------------------------------------
                                                                                         Three months ended
                                                                                             December 31
                                                                                       ------------------------
(In millions)                                                                               2004          2003
---------------------------------------------------------------------------------------------------------------

                                                                                                     
REVENUES
    Sales and operating revenues
       APAC                                                                            $     611    $      650
       Ashland Distribution                                                                  895           698
       Ashland Specialty Chemical                                                            400           322
       Valvoline                                                                             309           290
       Intersegment sales
          Ashland Distribution                                                                (6)           (5)
          Ashland Specialty Chemical                                                         (32)          (19)
                                                                                       ----------   -----------
                                                                                           2,177         1,936
    Equity income
       APAC                                                                                    2             4
       Ashland Specialty Chemical                                                              2             2
       Refining and Marketing                                                                142            32
                                                                                       ----------   -----------
                                                                                             146            38
    Other income
       APAC                                                                                    1             4
       Ashland Distribution                                                                    2             5
       Ashland Specialty Chemical                                                              9             2
       Valvoline                                                                               2             1
       Refining and Marketing                                                                  2            (1)
       Corporate                                                                               1             2
                                                                                       ----------   -----------
                                                                                              17            13
                                                                                       ----------   -----------
                                                                                       $   2,340    $    1,987
                                                                                       ==========   ===========
OPERATING INCOME
    APAC                                                                               $       7    $       30
    Ashland Distribution                                                                      24            13
    Ashland Specialty Chemical                                                                22            23
    Valvoline                                                                                 18            20
    Refining and Marketing (1)                                                               136            26
    Corporate                                                                                (27)          (20)
                                                                                       ----------   -----------
                                                                                       $     180    $       92
                                                                                       ==========   ===========

---------------------------------------------------------------------------------------------------------------
(1)    Includes Ashland's equity income from MAP,  amortization  related to
       Ashland's excess investment in MAP, and other activities  associated
       with refining and marketing.


                                    13





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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT

----------------------------------------------------------------------------------------------------------------------
                                                                                                Three months ended
                                                                                                    December 31
                                                                                              ------------------------
                                                                                                   2004          2003
----------------------------------------------------------------------------------------------------------------------

                                                                                                            
OPERATING INFORMATION
APAC
    Construction backlog at December 31 (millions) (1)                                        $   1,730    $    1,659
    Net construction job revenues (millions) (2)                                              $     344    $      366
    Hot-mix asphalt production (million tons)                                                       7.8           8.4
    Aggregate production (million tons)                                                             7.8           6.8
Ashland Distribution (3)
    Sales per shipping day (millions)                                                         $    14.4    $     11.3
    Gross profit as a percent of sales                                                              9.6%          9.6%
Ashland Specialty Chemical (3)
    Sales per shipping day (millions)                                                         $     6.4    $      5.2
    Gross profit as a percent of sales                                                             24.2%         29.8%
Valvoline
    Lubricant sales (million gallons)                                                              41.1          43.7
    Premium lubricants (percent of U.S. branded volumes)                                           21.8%         19.4%
Refining and Marketing (4)
    Refinery runs (thousand barrels per day)
       Crude oil refined                                                                            975           899
       Other charge and blend stocks                                                                200           184
    Refined product yields (thousand barrels per day)
       Gasoline                                                                                     644           612
       Distillates                                                                                  328           296
       Asphalt                                                                                       81            68
       Other                                                                                        140           116
                                                                                                --------      --------
       Total                                                                                      1,193         1,092
    Refined product sales (thousand barrels per day) (5)                                          1,414         1,355
    Refining and wholesale marketing margin (per barrel) (6)                                  $    4.03    $     1.71
    Speedway SuperAmerica (SSA)
       Retail outlets at December 31                                                              1,669         1,775
       Gasoline and distillate sales (million gallons)                                              793           806
       Gross margin - gasoline and distillates (per gallon)                                   $   .1219    $    .1145
       Merchandise sales (millions)                                                           $     581    $      547
       Merchandise margin (as a percent of sales)                                                  24.9%         24.8%

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

(1)    Includes APAC's proportionate share of the backlog of unconsolidated
       joint  ventures.   
(2)    Total   construction   job  revenues,   less subcontract costs.
(3)    Sales are defined as sales and operating  revenues.  Gross profit is
       defined  as sales  and  operating  revenues,  less cost of sales and
       operating expenses.
(4)    Amounts represent 100% of MAP's operations,  in which Ashland owns a
       38% interest.
(5)    Total  average  daily volume of all refined  product  sales to MAP's
       wholesale,  branded and retail (SSA)  customers.  
(6)    Sales revenue less cost of refinery inputs,  purchased  products and
       manufacturing expenses, including depreciation.


                                    14


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
         RESULTS OF OPERATIONS

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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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

RESULTS OF OPERATIONS

         Ashland  reported net income of $94 million for the quarter  ended
         December 31, 2004,  compared to $34 million for the quarter  ended
         December 31, 2003.  Ashland's  income from  continuing  operations
         amounted to $94 million for the quarter  ended  December 31, 2004,
         compared to $39 million for the quarter  ended  December 31, 2003.
         Results from  discontinued  operations,  consisting of charges for
         asbestos  liabilities,  accounted for the difference in net income
         and income from continuing operations for the 2003 period.

         Ashland's record income from continuing operations in the December
         2004 quarter resulted primarily from the dramatic improvement from
         refining  and  marketing.   Results  from  Ashland's  wholly-owned
         divisions were mixed.  Operating  income from the Chemical Sector,
         which  consists of the  Ashland  Distribution,  Ashland  Specialty
         Chemical,  and Valvoline  divisions,  improved 14% compared to the
         December  2003  quarter.   However,   operating  income  from  the
         Transportation  Construction  Sector,  which  consists  of Ashland
         Paving  And  Construction,  Inc.  (commercially  known  as  APAC),
         declined 77% reflecting adverse weather conditions,  which reduced
         working days,  slowed  production and increased costs. An analysis
         of operating income by industry segment follows.

         APAC

         APAC reported operating income of $7 million for the December 2004
         quarter,  compared to $30 million for the December  2003  quarter.
         APAC struggled  with a persistent  mix of wet and cold  conditions
         that started  early in the quarter with  Hurricane  Jeanne.  These
         conditions adversely affected  construction activity and increased
         operating  costs  throughout  the quarter.  Net  construction  job
         revenues (total construction job revenues, less subcontract costs)
         decreased  6% from the prior year  period.  Production  of hot-mix
         asphalt  decreased 7%, while liquid  asphalt  costs  increased 9%.
         Higher  equipment and plant fuel costs  contributed  $4 million to
         the decline in operating  income.  Equity income from APAC's joint
         venture  project  at  Atlanta's  Hartsfield  Airport  declined  $3
         million as that project nears  completion.  On the positive  side,
         aggregate production, which is less affected by weather, increased
         15%,  due in  part  to the  opening  of a new  quarry  in  Naples,
         Florida.  Construction  backlog,  or  jobs  awarded  but  not  yet
         completed,  was $1.73  billion at December 31, 2004,  up 4% from a
         year ago.  Included in the  increase is an $80 million  project in
         Miami recently awarded to the Major Projects Group.

         ASHLAND DISTRIBUTION

         Ashland Distribution  achieved all-time record operating income of
         $24 million,  up 85% over the $13 million reported for the quarter
         a year ago. Sales volumes  increased 5%, reflecting the division's
         continued focus on consistent  improvement in customer service and
         on-time, accurate and complete product delivery. Gross profit as a
         percent of sales  remained  constant at 9.6%,  reflecting  Ashland
         Distribution's  success in implementing price increases,  enabling
         the division to keep pace with higher raw material costs.

         ASHLAND SPECIALTY CHEMICAL

         Ashland  Specialty  Chemical  reported  operating  income  of  $22
         million for the December 2004 quarter, compared to $23 million for
         the December  2003  quarter.  The December  2004 quarter  included
         approximately $4 million in net,  non-recurring  gains principally
         related to the termination of a product supply contract.  Although
         sales and operating revenues were up 24%, reflecting in part an 8%
         increase in


                                    15




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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

         ASHLAND SPECIALTY CHEMICAL (CONTINUED)

         sales volumes for the thermoset resins businesses, gross profit as
         a percent  of sales  declined  from 29.8% to 24.2%.  Tightness  in
         certain   petrochemical  markets  caused  raw  material  costs  to
         escalate  at  a  faster  pace  than  could  be  recovered  through
         increased selling prices.

         VALVOLINE

         Operating  income from the  Valvoline  division was $18 million in
         the December 2004 quarter, compared to $20 million in the December
         2003 quarter.  While  profits were down 10%, this was  Valvoline's
         second-best December quarter. Lubricant sales volumes were down 6%
         due in part from  shifts in the  timing of  promotional  programs.
         Results from Valvoline  Instant Oil Change  declined as the impact
         of  reduced  car  counts was only  partially  offset by  increased
         ticket prices.  International  results  improved  primarily due to
         higher  lubricant  sales volumes from  operations in Australia and
         Asia.

         REFINING AND MARKETING

         Operating  income from  Refining  and  Marketing,  which  consists
         primarily of equity income from  Ashland's 38% ownership  interest
         in MAP,  amounted to $136 million for the quarter  ended  December
         31, 2004,  compared to $26 million for the December  2003 quarter.
         Equity  income  from  MAP's   refining  and  wholesale   marketing
         operations  increased  $102 million,  reflecting  strong  refining
         margins  and falling  crude oil prices  during the  December  2004
         quarter. In addition,  MAP was able to run more sour crudes during
         the period,  taking  advantage of  substantial  discounts on these
         feedstocks.   MAP's  refining  and  wholesale   marketing   margin
         increased  $2.32 per barrel and crude oil throughput  increased 8%
         compared  to the prior  year  quarter.  Equity  income  from MAP's
         retail operations (Speedway SuperAmerica and a 50% interest in the
         Pilot Travel Centers joint venture) increased $11 million,  due to
         the net effects of higher product and merchandise margins for SSA,
         higher product volumes and margins and higher merchandise  volumes
         for  PTC,  partially  offset  by  lower  product  volumes  for SSA
         reflecting  fewer stores.  During the December  2004 quarter,  MAP
         recognized  a $15  million  expense  related to  estimated  future
         obligations to make certain  insurance premium payments related to
         past  loss  experience,   reducing   Ashland's  equity  income  by
         approximately $6 million.

         On March 19, 2004,  Ashland  announced the signing of an agreement
         under which it would transfer its 38% interest in Marathon Ashland
         Petroleum LLC ("MAP") and two wholly-owned  businesses to Marathon
         Oil  Corporation  ("Marathon")  in a transaction  structured to be
         generally tax free and valued at approximately $3 billion. The two
         businesses  are  Ashland's  maleic   anhydride   business  and  61
         Valvoline  Instant Oil Change centers.  The transaction is subject
         to several previously disclosed conditions,  including approval by
         Ashland's shareholders, consent from Ashland's public debt holders
         and receipt of a favorable private letter ruling from the Internal
         Revenue  Service  ("IRS") with respect to the tax treatment of the
         transaction.

         On  December  20,  2004 and January  25,  2005,  Ashland  provided
         updates on the status of the  proposed  transaction.  The  updates
         included  information  about  the  status  of  the  requested  tax
         rulings.  Ashland and Marathon have  continued  their  discussions
         with the IRS and are discussing with the IRS  modifications of the
         proposed  transaction that would allow a tax efficient transfer of
         Ashland's interest in MAP to Marathon.  These  modifications would
         require Ashland and Marathon to negotiate amendments to the Master
         Agreement  executed  by Ashland and  Marathon  on March 18,  2004.
         There  can  be  no  assurance  that  an  agreement  on a  modified
         transaction  will be  reached.  If an  agreement  is  reached on a
         modified  transaction,  it is likely  that the  transaction  would
         close in the second calendar quarter of 2005.




                                    16




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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

         CORPORATE

         Corporate  expenses  amounted to $27 million in the quarter  ended
         December  31, 2004,  compared to $20 million in the December  2003
         quarter. The increase reflects a $7 million charge in the December
         2004  quarter for  estimated  future  obligations  to make certain
         insurance premium payments related to past loss experience.

         NET INTEREST AND OTHER FINANCIAL COSTS

         Net interest and other  financial costs amounted to $31 million in
         the December 2004 quarter, compared to $30 million in the December
         2003  quarter.  The  increase  reflects a $2  million  loss in the
         December  2004 quarter on the early  retirement  of a  capitalized
         lease  obligation,  partially  offset by reduced  interest expense
         reflecting  the  replacement  of  maturing   long-term  debt  with
         lower-rate, short-term borrowings.

         DISCONTINUED OPERATIONS

         As  described  in  Notes  B and G to  the  Condensed  Consolidated
         Financial   Statements,   Ashland's   results  from   discontinued
         operations   include  charges  associated  with  estimated  future
         asbestos  liabilities  less probable  insurance  recoveries.  Such
         amounts are summarized below.



------------------------------------------------------------------------------------------------------------------------
                                                                                                   Three months ended
                                                                                                      December 31
                                                                                                 -----------------------
(In millions)                                                                                         2004         2003
------------------------------------------------------------------------------------------------------------------------
                                                                                                               
PRETAX LOSS FROM DISCONTINUED OPERATIONS
      Reserves for asbestos-related litigation                                                   $       -    $      (7)
INCOME TAXES
      Reserves for asbestos-related litigation                                                           -            2
                                                                                                 ----------   ----------
RESULTS FROM DISCONTINUED OPERATIONS (NET OF INCOME TAXES)                                       $       -    $      (5)
                                                                                                 ==========   ==========


FINANCIAL POSITION

         LIQUIDITY

         Cash flows from operations, a major source of Ashland's liquidity,
         amounted to a deficit of $54 million  for the three  months  ended
         December 31, 2004,  compared to positive cash flows of $68 million
         for the three months ended December 31, 2003.  Ashland received no
         cash  distributions  from  MAP in the  2004  period,  compared  to
         distributions of $146 million in the 2003 period.  Pursuant to the
         terms of the agreement  entered into between Ashland and Marathon,
         MAP has not made its  regular,  quarterly  cash  distributions  to
         Ashland  since  December  31, 2003.  The final amount  received by
         Ashland  from the  proposed  transaction  would be increased by an
         amount equal to 38% of the cash accumulated from operations during
         the period  prior to  closing.  Ashland's  share of excess cash at
         December 31, 2004, was $591 million.  If the proposed  transaction
         is terminated,  MAP's cash  distributions  to Ashland and Marathon
         would resume.

         Ashland's  financial position has enabled it to obtain capital for
         its financing  needs and to maintain  investment  grade ratings on
         its  senior  debt of Baa2 from  Moody's  and BBB from  Standard  &
         Poor's (S&P).  In December 2004, S&P raised  Ashland's  commercial
         paper rating to A-2 from A-3,  increasing the  availability of the
         commercial  paper  market to Ashland.  Moody's  continues  to rate
         Ashland's  commercial  paper  at P-3.  Ashland  has two  revolving
         credit agreements  providing for up to $350 million in borrowings.



                                    17




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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

         LIQUIDITY (CONTINUED)

         These revolving credit agreements were not used during the quarter
         ended  December  31,  2004.  In the  June  2004  quarter,  Ashland
         executed an additional  $200 million  revolving  credit  agreement
         which expires  March 31, 2005.  Ashland has utilized this facility
         to fund currently maturing long-term debt, the early retirement of
         a capital lease,  and certain other lease  payments,  and had $146
         million  outstanding  under this  facility at December  31,  2004.
         While the revolving credit agreements  contain covenants  limiting
         new  borrowings  based on Ashland's  stockholders'  equity,  these
         agreements  would have  permitted  an  additional  $2.5 billion of
         borrowings at December 31, 2004. Additional permissible borrowings
         are increased  (decreased)  by 150% of any increase  (decrease) in
         stockholders' equity.

         At December 31, 2004,  working capital  (excluding debt due within
         one year)  amounted to $831  million,  compared to $926 million at
         September  30,  2004,  and $763  million  at  December  31,  2003.
         Ashland's  working  capital  is  affected  by its use of the  LIFO
         method of  inventory  valuation.  That method  valued  inventories
         below their  replacement  costs by $108  million at  December  31,
         2004,  compared  to $95 million at  September  30,  2004,  and $78
         million  at  December  31,  2003.   Liquid  assets   (cash,   cash
         equivalents  and accounts  receivable)  amounted to 74% of current
         liabilities at December 31, 2004, compared to 84% at September 30,
         2004, and 94% at December 31, 2003.

         CAPITAL RESOURCES

         For the three months ended December 31, 2004,  property  additions
         amounted  to $55  million,  compared  to $53  million for the same
         period last year. Ashland  anticipates  meeting its remaining 2005
         capital  requirements  for property  additions and dividends  from
         internally generated funds.

         Ashland's  debt level  amounted to $1.66  billion at December  31,
         2004,  compared to $1.55 billion at September 30, 2004,  and $1.57
         billion  at  December  31,  2003.  Debt as a  percent  of  capital
         employed amounted to 36.9% at December 31, 2004, compared to 36.4%
         at September 30, 2004, and 40.4% at December 31, 2003. At December
         31, 2004,  Ashland's  debt included $280 million of  floating-rate
         obligations,  including  $251 million of  short-term  debt and $29
         million of long-term debt, and the interest rates on an additional
         $158 million of  fixed-rate,  medium-term  notes were  effectively
         converted to floating rates through interest rate swap agreements.
         In addition, Ashland's costs under its sale of receivables program
         and  various  operating  leases  are  based  on the  floating-rate
         interest  costs on $237  million of  third-party  debt  underlying
         those transactions. As a result, Ashland was exposed to short-term
         interest rate  fluctuations on $675 million of debt obligations at
         December 31, 2004.

ASBESTOS-RELATED LITIGATION AND ENVIRONMENTAL REMEDIATION

         For a discussion  of  Ashland's  asbestos-related  litigation  and
         environmental  remediation  matters,  see Note G to the  Condensed
         Consolidated Financial Statements.

FORWARD LOOKING STATEMENTS

         Management's  Discussion  and  Analysis  contains  forward-looking
         statements,  within the meaning of Section  27A of the  Securities
         Act of 1933 and  Section  21E of the  Securities  Exchange  Act of
         1934.  These  statements  include  those that  refer to  Ashland's
         operating  performance,  earnings and  expectations  about the MAP
         transaction.  Although Ashland believes its expectations are based
         on  reasonable  assumptions,  it cannot  assure  the  expectations
         reflected   herein  will  be   achieved.   These   forward-looking
         statements  are based upon  internal  forecasts  and  analyses  of
         current and future market conditions and trends,  management 




                                    18


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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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

         plans and strategies, weather, operating efficiencies and economic
         conditions,  such  as  prices,  supply  and  demand,  cost  of raw
         materials,   and   legal   proceedings   and   claims   (including
         environmental and asbestos matters) and are subject to a number of
         risks,  uncertainties,  and  assumptions  that could cause  actual
         results  to  differ  materially  from  those  we  describe  in the
         forward-looking   statements.   The  risks,   uncertainties,   and
         assumptions include the possibility that Ashland will be unable to
         fully realize the benefits  anticipated  from the MAP transaction;
         the  possibility  the  transaction  may not close  including  as a
         result of failure to receive a favorable  ruling from the Internal
         Revenue  Service or failure of Ashland to obtain the  approval  of
         its shareholders;  the possibility that Ashland may be required to
         modify  some  aspect  of  the  transaction  to  obtain  regulatory
         approvals; and other risks that are described from time to time in
         the Securities and Exchange  Commission  (SEC) reports of Ashland.
         Other factors and risks  affecting  Ashland are contained in Risks
         and  Uncertainties  in  Note  A  to  the  Consolidated   Financial
         Statements in Ashland's  annual report on Form 10-K for the fiscal
         year ended September 30, 2004. Ashland undertakes no obligation to
         subsequently update or revise these forward-looking statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Ashland's  market risk  exposure at December 31, 2004 is generally
         consistent  with the types and  amounts of market  risk  exposures
         presented in Ashland's  Annual  Report on Form 10-K for the fiscal
         year ended September 30, 2004.

ITEM 4.  CONTROLS AND PROCEDURES

         (a)      As of the end of the  period  covered  by this  quarterly
                  report,  Ashland,  under  the  supervision  and  with the
                  participation  of  its  management,  including  Ashland's
                  Chief Executive Officer and its Chief Financial  Officer,
                  evaluated  the  effectiveness  of  Ashland's   disclosure
                  controls and  procedures  pursuant to Rule  13a-15(b) and
                  15d-15(b)  promulgated under the Securities  Exchange Act
                  of 1934,  as  amended.  Based upon that  evaluation,  the
                  Chief Executive  Officer and Chief Financial Officer have
                  concluded  that the  disclosure  controls and  procedures
                  were effective.

         (b)      There were no significant  changes in Ashland's  internal
                  control over  financial  reporting,  or in other factors,
                  that occurred during the period covered by this quarterly
                  report that have materially  affected,  or are reasonably
                  likely to materially  affect,  Ashland's internal control
                  over financial reporting.


                                    19



                        PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     Asbestos-Related  Litigation - Ashland is subject to liabilities  from
claims alleging personal injury caused by exposure to asbestos. Such claims
result  primarily from  indemnification  obligations  undertaken in 1990 in
connection with the sale of Riley Stoker  Corporation  ("Riley"),  a former
subsidiary.  Although  Riley was neither a producer nor a  manufacturer  of
asbestos,   its  industrial  boilers  contained  some   asbestos-containing
components provided by other companies.

     The  majority  of  lawsuits  filed  involve  multiple  plaintiffs  and
multiple defendants,  with the number of defendants in many cases exceeding
100. The monetary  damages sought in the  asbestos-related  complaints that
have  been  filed  in  state  or  federal   courts  vary  as  a  result  of
jurisdictional  requirements  and  practices,  though the vast  majority of
these  complaints  either do not specify  monetary damages sought or merely
recite  that the  monetary  damages  sought  meet or  exceed  the  required
jurisdictional  minimum in which the complaint was filed.  Plaintiffs  have
asserted  specific  dollar  claims for damages in  approximately  5% of the
49,500  active  lawsuits  pending as of December 31, 2004.  In these active
lawsuits,  less than 0.2% of the active lawsuits  involve claims between $0
and $100,000;  approximately  1.6% of the active  lawsuits  involve  claims
between  $100,000  and $1  million;  less  than 1% of the  active  lawsuits
involve  claims  between $1 million and $5  million;  less than 0.2% of the
active  lawsuits  involve  claims  between  $5  million  and  $10  million;
approximately  2% of the active lawsuits involve claims between $10 million
and $15 million;  and less than 0.02% of the active lawsuits involve claims
between $15 million and $100 million. The variability of requested damages,
coupled with the actual  experience  of  resolving  claims over an extended
period,  demonstrates that damages  requested in any particular  lawsuit or
complaint bear little or no relevance to the merits or disposition value of
a particular case. Rather, the amount potentially recoverable by a specific
plaintiff or group of  plaintiffs  is  determined  by other factors such as
product  identification  or lack  thereof,  the  type and  severity  of the
disease alleged, the number and culpability of other defendants, the impact
of  bankruptcies  of other  companies  that are  co-defendants  in  claims,
specific  defenses  available  to  certain   defendants,   other  potential
causative factors and the specific jurisdiction in which the claim is made.

     For  additional   information   regarding   liabilities  arising  from
asbestos-related litigation, see Note G of "Notes to Condensed Consolidated
Financial Statements" in this quarterly report on Form 10-Q.

     U.S. Department of Justice ("USDOJ") Antitrust Division  Investigation
- In November 2003,  Ashland received a subpoena from the USDOJ relating to
a foundry resins grand jury investigation.  Ashland has provided responsive
records to the subpoena. As is frequently the case when such investigations
are in  progress,  a number  of civil  actions  have  since  been  filed in
multiple  jurisdictions,  most of which are seeking class action status for
classes of customers of foundry resins.  These cases have been consolidated
for  pretrial  purposes  in the  United  States  District  Court,  Southern
District of Ohio. Ashland will vigorously defend the actions.

     Environmental  Proceedings  -  (1)  Under  the  federal  Comprehensive
Environmental  Response  Compensation  and  Liability  Act (as amended) and
similar state laws,  Ashland may be subject to joint and several  liability
for  clean-up  costs in  connection  with  alleged  releases  of  hazardous
substances  at  sites  where  it  has  been  identified  as a  "potentially
responsible party" ("PRP"). As of December 31, 2004, Ashland had been named
a PRP at 90 waste  treatment or disposal  sites.  These sites are currently
subject to ongoing  investigation and remedial activities,  overseen by the
United  States  Environmental  Protection  Agency (the  "USEPA") or a state
agency,  in which Ashland is typically  participating  as a member of a PRP
group.  Generally,  the  type of  relief  sought  includes  remediation  of
contaminated soil and/or groundwater,  reimbursement for past costs of site
clean-up and  administrative  oversight,  and/or  long-term  monitoring  of
environmental   conditions  at  the  sites.  The  ultimate  costs  are  not
predictable with assurance.

     For  additional   information  regarding   environmental  matters  and
reserves,  see  Note  G  of  "Notes  to  Condensed  Consolidated  Financial
Statements" in this quarterly report on Form 10-Q.

     (2) On May 13, 2002,  Ashland  entered into a plea  agreement with the
U.S.  Attorney's  Office  for  the  District  of  Minnesota  and  the  U.S.
Department of Justice  regarding a May 16, 1997, sewer fire at the St. Paul
Park,  Minnesota  refinery,  which is now owned by MAP. As part of the plea
agreement,  Ashland entered guilty pleas to two  misdemeanors,  paid a $3.5
million fine related to violations of the Clean Air Act ("CAA"), paid $3.55
million as  restitution  to the  employees  injured  in the fire,  and paid
$200,000 as restitution to the responding rescue units. Ashland also agreed
to  complete  certain  upgrades  to the St.  Paul Park  refinery's  process
sewers, junction boxes and



                                    20




drains to meet  standards  established  by  Subpart  QQQ of the New  Source
Performance  Standards of the CAA (the "Refinery  Upgrades").  The Refinery
Upgrades  have been  completed  and  documentation  submitted  for relevant
agency approval.

     In addition,  as part of the plea  agreement,  Ashland  entered into a
deferred prosecution agreement,  wherein prosecution of a separate count of
the indictment charging Ashland with violating Subpart QQQ was deferred for
four years.  The deferred  prosecution  agreement  provides that if Ashland
satisfies the terms and  conditions of the plea agreement and completes the
Refinery Upgrades,  the deferred  prosecution  agreement will terminate and
the United States will dismiss that count with prejudice.  Ashland believes
that it has  satisfied  these terms and  conditions  and has filed a motion
with the court requesting that the deferred count be dismissed.

     As part of its  sentence,  Ashland  was placed on  probation  for five
years.  The primary  condition of probation is an obligation  not to commit
future federal,  state,  or local crimes.  If Ashland were to commit such a
crime,  it would be subject not only to prosecution for that new violation,
but the  government  could  also seek to revoke  Ashland's  probation.  The
probation  office has retained an independent  environmental  consultant to
review and  monitor  Ashland's  compliance  with  applicable  environmental
requirements  and the terms and  conditions  of  probation.  The court also
included  other  customary  terms  and  restrictions  of  probation  in its
probation order.

     (3)  Pursuant  to  a  1988  Resource  Conservation  and  Recovery  Act
Administrative Consent Order ("Consent Order"), Ashland is remediating soil
and groundwater at a former chemical distribution facility site in Lansing,
Michigan. The USEPA has asserted that Ashland has not complied with certain
provisions of the Consent Order  relating to interim  remedial  measures at
the site.  Although Ashland disputed this assertion,  Ashland and the USEPA
agreed  to  resolve  the  dispute  prior  to  USEPA's  filing  of a  formal
enforcement action.  Ashland has paid a $650,000 penalty,  and has signed a
Consent  Agreement  and Final Order  ("CAFO")  that  reflects an  agreement
between the parties as to what will constitute  future  compliance with the
disputed provisions of the original Consent Order. Ashland is continuing to
work with the USEPA to design  and  implement  a final  remedy at the site.
Once the final remedy is implemented, the CAFO will expire.

     (4) In 1990,  contamination of groundwater at Ashland's former Canton,
Ohio,  refinery  (now owned and operated by MAP) was first  identified  and
reported to Ohio's  Environmental  Protection  Agency ("OEPA").  Since that
time,  Ashland has  voluntarily  conducted  investigation  and  remediation
activities  and regularly  communicated  with OEPA  regarding  this matter.
Ashland and the state of Ohio have exchanged  Consent Order drafts and have
met to negotiate the terms of such an order. The state filed a complaint in
February  2004,  but  simultaneously  expressed  an interest in  continuing
Consent  Order  settlement   discussions.   Following  the  filing  of  the
complaint,  Ashland,  OEPA and Ohio's  Office of the Attorney  General have
continued to work to finalize a Consent  Order.  The state has advised that
it will assess a penalty as part of the overall  settlement and has made an
initial request for $650,000.

     Shareholder  Derivative  Litigation  - On January  27,  2005,  Ashland
reached a settlement with the plaintiff, Central Laborers' Pension Fund, in
the shareholder  derivative  lawsuit brought in August 2002 against certain
former and current  directors  and officers of Ashland.  The Kenton  County
Circuit Court in Kentucky approved the settlement on February 2, 2005.

     In  settling   the  action,   Ashland  has  agreed  to  make   certain
modifications  to  its  corporate   governance   policies  and  procedures,
including  heightening the standard for determining  director  independence
and requiring that two-thirds of Ashland's Board of Directors (the "Board")
be comprised of only independent directors.  Further, Ashland has agreed to
solicit from its major shareholders  director  candidates and to nominate a
qualified candidate for election to the Board.

     Other Legal  Proceedings - In addition to the matters described above,
there are various claims,  lawsuits and administrative  proceedings pending
or threatened against Ashland and its current and former subsidiaries. Such
actions are with respect to commercial  matters,  product liability,  toxic
tort liability,  and other  environmental  matters,  which seek remedies or
damages, some of which are for substantial amounts. While these actions are
being contested, their outcome is not predictable.

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)      Ashland's  Annual Meeting of Shareholders  was held on January 27,
         2005  at  the  Metropolitan  Club,  50 E.  RiverCenter  Boulevard,
         Covington, Kentucky at 10:30 a.m.



                                    21


(b)      Ashland's  shareholders  at said meeting  elected three  directors
         (Bernadine  P. Healy,  Kathleen  Ligocki and James J.  O'Brien) to
         serve a three-year term.

                                                       Votes
                                         Affirmative            Withheld
         Bernadine P. Healy              61,392,760             1,555,683
         Kathleen Ligocki                61,894,215             1,054,228
         James J. O'Brien                58,850,547             4,097,896

         Directors  who  continued  in office:  Roger W.  Hale,  Patrick F.
         Noonan,  George  A.  Schaefer,  Jr.,  Ernest  H.  Drew,  Mannie L.
         Jackson, Theodore M. Solso, and Michael J. Ward.

(c)      Ashland's shareholders at said meeting ratified the appointment of
         Ernst & Young LLP as independent  auditors for fiscal year 2005 by
         a vote of 61,347,939 affirmative,  to 999,111 negative and 601,193
         abstention votes.

     ITEM 5.  OTHER INFORMATION

(a)      Status of MAP Transaction - On March 19, 2004,  Ashland  announced
         the signing of an agreement  under which it would transfer its 38%
         interest in MAP and two  wholly-owned  businesses to Marathon in a
         transaction  structured  to be  generally  tax free and  valued at
         approximately $3 billion.  The two businesses are Ashland's maleic
         anhydride  business and 61 Valvoline  Instant Oil Change  centers.
         The  transaction  is  subject  to  several  previously   disclosed
         conditions, including approval by Ashland's shareholders,  consent
         from  Ashland's  public  debt  holders  and receipt of a favorable
         private letter ruling from the Internal  Revenue  Service  ("IRS")
         with respect to the tax treatment of the transaction.

         On  December  20,  2004 and January  25,  2005,  Ashland  provided
         updates on the status of the  proposed  transaction.  The  updates
         included  information  about  the  status  of  the  requested  tax
         rulings.  Ashland and Marathon have  continued  their  discussions
         with the IRS and are discussing with the IRS  modifications of the
         proposed  transaction that would allow a tax efficient transfer of
         Ashland's interest in MAP to Marathon.  These  modifications would
         require Ashland and Marathon to negotiate amendments to the Master
         Agreement  executed  by Ashland and  Marathon  on March 18,  2004.
         There  can  be  no  assurance  that  an  agreement  on a  modified
         transaction  will be  reached.  If an  agreement  is  reached on a
         modified  transaction,  it is likely  that the  transaction  would
         close in the second calendar quarter of 2005.

(b)      Changes to  Procedures  by Which  Security  Holders May  Recommend
         Nominees to the Board of  Directors  - On  February  2, 2005,  the
         Kenton County  Circuit Court in Kentucky  approved the  settlement
         reached by Ashland and the  Central  Laborers'  Pension  Fund of a
         shareholder   derivative  lawsuit  brought  in  August  2002.  The
         settlement provides, in relevant part, that shareholders owning 1%
         or more of  Ashland's  common  stock will be  canvassed to solicit
         qualified   Board   candidates  who  meet  certain   personal  and
         professional   qualifications.   The   Governance  and  Nominating
         Committee of Ashland's  Board will  consider such  candidates  and
         work with the full Board to appoint one director  candidate to the
         Board.

     ITEM 6.  EXHIBITS

(a)      Exhibits

         10.1     Ashland Inc.  Nonqualified  Excess Benefit Pension Plan -
                  2003 Restatement, as amended.

         10.2     Eleventh Amended and Restated  Ashland Inc.  Supplemental
                  Early Retirement Plan for Certain Employees, as amended.

         10.3     Ashland Inc. Deferred Compensation Plan, as amended.



                                    22





         10.4     Ashland Inc.  Deferred  Compensation  Plan for  Employees
                  (2005).

         10.5     Ashland Inc. Deferred  Compensation Plan for Non-Employee
                  Directors, as amended.

         10.6     Ashland Inc. Deferred  Compensation Plan for Non-Employee
                  Directors (2005).

         12       Computation of Ratio of Earnings to Fixed Charges.

         31.1     Certificate of James J. O'Brien,  Chief Executive Officer
                  of Ashland pursuant to Section 302 of the  Sarbanes-Oxley
                  Act of 2002, 18 U.S.C. Section 1350.

         31.2     Certificate of J. Marvin Quin, Chief Financial Officer of
                  Ashland pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002, U.S.C. Section 1350.

         32       Certificate of James J. O'Brien,  Chief Executive Officer
                  of Ashland,  and J. Marvin Quin, Chief Financial  Officer
                  of Ashland, pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.


                                    23





                                 SIGNATURE

         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 thereunto duly authorized.


                                               Ashland Inc. 
                                   ------------------------------------
                                               (Registrant)


    Date:  February 8, 2005            /s/ J. Marvin Quin
                                   -------------------------------------
                                   J. Marvin Quin
                                   Senior Vice President and Chief Financial
                                   Officer (on behalf of the Registrant and
                                   as principal financial officer)



                                     24






                               EXHIBIT INDEX


        Exhibit
          No.                                Description
     ------------     -------------------------------------------------------
         10.1     Ashland Inc.  Nonqualified  Excess Benefit Pension Plan -
                  2003 Restatement, as amended.

         10.2     Eleventh Amended and Restated  Ashland Inc.  Supplemental
                  Early Retirement Plan for Certain Employees, as amended.

         10.3     Ashland Inc. Deferred Compensation Plan, as amended.

         10.4     Ashland Inc.  Deferred  Compensation  Plan for  Employees
                  (2005).

         10.5     Ashland Inc. Deferred  Compensation Plan for Non-Employee
                  Directors, as amended.

         10.6     Ashland Inc. Deferred  Compensation Plan for Non-Employee
                  Directors (2005).

         12       Computation of Ratio of Earnings to Fixed Charges.

         31.1     Certificate of James J. O'Brien,  Chief Executive Officer
                  of Ashland pursuant to Section 302 of the  Sarbanes-Oxley
                  Act of 2002.

         31.2     Certificate of J. Marvin Quin, Chief Financial Officer of
                  Ashland pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002.

         32       Certificate of James J. O'Brien,  Chief Executive Officer
                  of Ashland,  and J. Marvin Quin, Chief Financial  Officer
                  of Ashland, pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002, U.S.C. Section 1350.



                                    25