As filed with the Securities and Exchange Commission on February 13, 2006
                        Registration No. 333-_______

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

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

                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                        ----------------------------

                                ASHLAND INC.
           (Exact name of Registrant as specified in its charter)

             Kentucky                                 20-0865835
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

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

                (Address, including zip code, and telephone
                      number, including area code, of
                 Registrant's principal executive offices)

                    -----------------------------------
                      2006 ASHLAND INC. INCENTIVE PLAN
                          (Full title of the Plan)
                    ------------------------------------

                          David L. Hausrath, Esq.
            Senior Vice President, General Counsel and Secretary
                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333

    (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)
<TABLE>
<CAPTION>

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

                                                CALCULATION OF REGISTRATION FEE
===========================================================================================================================
        TITLE OF EACH CLASS                      AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
           OF SECURITIES                         TO BE         OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION FEE
          TO BE REGISTERED                   REGISTERED [1]          SHARE                PRICE
---------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                   <C>                <C>                   <C>
Common Stock, par value $0.01 per           4,000,000 shares      $63.505 [3]        $254,020,000 [3]      $27,180.14
share, and Rights attached thereto [2]
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
[1] Pursuant to Rule 416 under the  Securities  Act of 1933,  to the extent
additional  shares of Common Stock may be issued or issuable as a result of
a stock  split or other  distribution  declared at any time by the Board of
Directors while this Registration Statement is in effect, this Registration
Statement is hereby deemed to cover all of such additional common stock.
[2]  One  Right  to  purchase   one-thousandth  of  a  share  of  Series  A
Participating  Cumulative  Preferred Stock accompanies each share of Common
Stock,  par value $0.01 per share.
[3] Estimated  solely for the purposes of calculating the  registration fee
in  accordance  with Rule 457 of the Act on the basis of the average of the
high and low reported sale prices of Ashland's common stock on the New York
Stock Exchange Composite Tape on February 7, 2006 ($63.505).



<PAGE>
                              EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is filed by Ashland  Inc., a
Kentucky  corporation  ("Ashland"),  relating  to  4,000,000  shares of its
common stock, par value $0.01 per share, issuable to eligible employees and
qualified  non-employee  directors of Ashland  pursuant to the 2006 Ashland
Inc. Incentive Plan.

                                   PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance
with Rule 428 under the Securities Act of 1933 (the  "Securities  Act") and
the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance
with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  filed  with the  Securities  and  Exchange
Commission  (the  "Commission")  pursuant  to  Section  13 or  15(d) of the
Securities  Exchange Act of 1934 (the "Exchange Act") (File No. 001-32532),
are hereby incorporated by reference into this Registration Statement:

     (a)  Ashland's  Annual  Report on Form 10-K for the fiscal  year ended
September 30, 2005;

     (b) the  description  of  Ashland's  common  stock  (and  the  related
preferred stock purchase rights) set forth under the headings  "Description
of New  Ashland  Capital  Stock"  and  "Comparison  of Rights of Holders of
Common  Stock" in the  registration  statement on Form 8-A of Ashland filed
under the Exchange Act on June 15, 2005 (File No. 001-32532), including any
amendment or report filed for the purpose of updating such description;

     (c)  Ashland's  quarterly  report on Form 10-Q for the fiscal  quarter
ended December 31, 2005; and

     (d)  Ashland's  current  reports on Form 8-K as filed on  October  24,
2005,  November 4, 2005,  January 3, 2006,  January 6, 2006 and January 25,
2006.

     In addition,  all documents  hereafter filed with the Commission by us
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior
to the  filing  of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which deregisters all securities then
remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of
such documents.

     Any  statement  contained  in  this  Registration   Statement,  in  an
amendment hereto, or in a document  incorporated by reference herein, shall
be  deemed  modified  or  superseded  for  purposes  of  this  Registration
Statement  to  the  extent  that  a  statement  contained  herein,  in  any
subsequently  filed  supplement  to  this  Registration  Statement,  or any
document  that  is also  incorporated  by  reference  herein,  modifies  or
supersedes  such statement.  Any statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.


                                     2
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the common stock  offered  hereby has been passed upon
by David L. Hausrath,  Esq.,  Senior Vice  President,  General  Counsel and
Secretary of Ashland.  Mr. Hausrath owns beneficially  94,805 shares of our
common   stock   (including   common  stock  units  held  in  our  deferred
compensation plan).

     The  consolidated   financial   statements  and  schedule  of  Ashland
appearing  in  Ashland's  Annual  Report  (Form  10-K)  for the year  ended
September   30,  2005,   and  Ashland   management's   assessment   of  the
effectiveness of internal control over financial  reporting as of September
30, 2005 included therein, have been audited by Ernst & Young LLP ("Ernst &
Young"),  Independent  Registered  Public  Accounting Firm, as set forth in
their  reports  thereon  included   therein  and  incorporated   herein  by
reference.   Such  consolidated   financial  statements  and  schedule  and
management's  assessment are, and audited consolidated financial statements
and schedule and  management's  assessment  to be included in  subsequently
filed documents will be,  incorporated  herein in reliance upon the reports
of Ernst & Young  pertaining to such financial  statements and management's
assessment (to the extent  covered by consents  filed with the  Commission)
given  upon  the  authority  of such  firm as  experts  in  accounting  and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections  271B.8-500 through 580 of the Kentucky Business  Corporation
Act contain  detailed  provisions  for  indemnification  of  directors  and
officers of Kentucky  corporations  against  judgments,  penalties,  fines,
settlements and reasonable  expenses in connection with  litigation.  Under
Kentucky law, the provisions of a company's articles and by-laws may govern
the   indemnification   of   officers   and   directors   in  lieu  of  the
indemnification  provided for by statute.  We have elected to indemnify our
officers and directors pursuant to our Restated  Articles,  our By-laws and
by  contract  rather  than to have  such  indemnification  governed  by the
statutory provisions.

     Article X of the Restated Articles permits,  but does not require,  us
to indemnify our  directors,  officers and employees to the fullest  extent
permitted by law. Our By-laws require  indemnification  of our officers and
employees under certain circumstances. We have entered into indemnification
contracts  with each of our directors that require  indemnification  to the
fullest  extent  permitted  by  law,  subject  to  certain  exceptions  and
limitations.

     We have purchased  insurance  which insures  (subject to certain terms
and conditions,  exclusions and deductibles) us against certain costs which
we might be required to pay by way of  indemnification  to our directors or
officers under our Restated Articles or By-laws, indemnification agreements
or otherwise  and protects  individual  directors and officers from certain
losses for which they might not be indemnified by us. In addition,  we have
purchased  insurance which provides  liability coverage (subject to certain
terms and conditions,  exclusions and deductibles) for amounts which we, or
the  fiduciaries  under our employee  benefit plans,  which may include our
directors,  officers and employees, might be required to pay as a result of
a breach of fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The  following  Exhibits  are  filed  as  part  of  this  Registration
Statement:

    4.1        Second  Restated   Articles  of   Incorporation  of  Ashland
               (incorporated   herein  by  reference  to  Exhibit  3(i)  of
               Ashland's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter ended June 30, 2005).
    4.2        Rights  Agreement  dated as of May 16, 1996 between  Ashland
               and the Rights  Agent  (incorporated  herein by reference to
               Exhibit 4.4 of  Ashland's  Annual Report on Form 10-K for the
               fiscal year ended September 30, 2001).




                                        3
<PAGE>
    4.3        Amendment  No.  1 dated  as of  March  18,  2004  to  Rights
               Agreement  dated as of May 16, 1996 between  Ashland and the
               Rights Agent (incorporated  herein by reference to Exhibit 4
               of   Ashland's  Quarterly  Report on Form 10-Q for the fiscal
               quarter ended March 31, 2004).
    4.4        Amendment  No.  2 dated  as of  April  27,  2005  to  Rights
               Agreement  dated as of May 16, 1996 between  Ashland and the
               Rights  Agent  (incorporated  herein by reference to Exhibit
               4.7 of Ashland's Form S-4/A filed with the Commission on May
               2, 2005 (Registration No. 333-119689-01)).
    4.5        Specimen  certificate  of Common Stock,  par value $0.01 per
               share  (incorporated  herein by  reference to Exhibit 4.2 of
               Ashland's  Form S-4/A filed with the  Commission  on May 10,
               2005 (Registration No. 333-119689-01)).
    4.6        By-laws  of Ashland  (incorporated  herein by  reference  to
               Exhibit 3(ii) of Ashland's Quarterly Report on Form 10-Q for
               the fiscal quarter ended June 30, 2005).
    4.7        2006 Ashland Inc.  Incentive  Plan  (incorporated  herein by
               reference  to Exhibit 10 of  Ashland's  Quarterly  Report on
               Form 10-Q for the fiscal quarter ended December 31, 2005).
    5          Opinion of David L. Hausrath, Esq.
    23.1       Consent of Ernst & Young LLP.
    23.2       Consent of David L. Hausrath, Esq. (included as part of
               Exhibit 5).
    24.1       Power of Attorney.
    24.2       Certified   Resolutions  of  Ashland's  Board  of  Directors
               authorizing  execution  of this  Registration  Statement  by
               Power of Attorney.

ITEM 9.  UNDERTAKINGS.

     (A)  Ashland hereby undertakes:

         (1) To file,  during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

              (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
         after the  effective  date of the  Registration  Statement (or the
         most recent post-effective amendment thereof) which,  individually
         or in  the  aggregate,  represent  a  fundamental  change  in  the
         information   set   forth   in   the    Registration    Statement.
         Notwithstanding the foregoing,  any increase or decrease in volume
         of  securities  offered (if the total dollar  value of  securities
         offered  would  not  exceed  that  which was  registered)  and any
         deviation  from  the  low or  high  end of the  estimated  maximum
         offering  range may be reflected in the form of  prospectus  filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,
         the  changes  in  volume  and price  represent  no more than a 20%
         change in the maximum  aggregate  offering  price set forth in the
         "Calculation   of   Registration   Fee"  table  in  the  effective
         registration statement; and

              (iii) To include any material information with respect to the
         plan of distribution not previously  disclosed in the Registration
         Statement  or any  material  change  to  such  information  in the
         Registration Statement.

     Provided,  however,  that  paragraphs  (A)(l)(i) and (A)(1)(ii) do not
apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs is contained in periodic  reports filed with
or furnished to the Commission by Ashland pursuant to Section 13 or Section
15(d) of the  Exchange  Act  that  are  incorporated  by  reference  in the
Registration Statement.

         (2) That, for the purpose of determining  any liability  under the
     Securities Act each such  post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

         (3) To  remove  from  registration  by means  of a  post-effective
     amendment any of the securities being registered that remain unsold at
     the termination of the offering.

                                     4
<PAGE>
     (B) Ashland hereby  undertakes  that, for purposes of determining  any
liability under the Securities Act, each filing of Ashland's  annual report
pursuant to Section  13(a) or Section  15(d) of the  Exchange Act (and each
filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d)  of the  Exchange  Act)  that is  incorporated  by  reference  in the
Registration  Statement shall be deemed to be a new registration  statement
relating  to the  securities  offered  therein,  and the  offering  of such
securities  at that  time  shall be  deemed  to be the  initial  bona  fide
offering thereof.

     (C)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of Ashland  pursuant to the  foregoing  provisions,  or  otherwise,
Ashland  has  been  advised  that in the  opinion  of the  Commission  such
indemnification is against public policy as expressed in the Securities Act
and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification against such liabilities (other than the payment by Ashland
of expenses incurred or paid by a director,  officer or controlling  person
of Ashland in the successful defense of any action,  suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, Ashland will, unless in the opinion of its
counsel the matter has been settled by controlling  precedent,  submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against  public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.


                                     5
<PAGE>
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, Ashland  certifies
that  it  has  reasonable   grounds  to  believe  that  it  meets  all  the
requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be signed on its behalf by the  undersigned,  thereunto  duly
authorized in the City of Covington,  Commonwealth of Kentucky, on February
13, 2006.

                               ASHLAND INC.,
                               By
                               /s/ David L. Hausrath
                               ------------------------------------------------
                               Name:    David L. Hausrath
                               Title:   Senior Vice President, General Counsel
                                        and Secretary

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
indicated on February 13, 2006.


        SIGNATURE                                        TITLE
           *                          Chairman of the Board and Chief
---------------------------------     Executive Officer
    James J. O'Brien                  (Principal Executive Officer)

           *                          Senior Vice President and Chief
---------------------------------     Financial Officer
    J. Marvin Quin                    (Principal Financial Officer)

           *                           Vice President and Controller
---------------------------------     (Principal Accounting Officer)
    Lamar M. Chambers

           *
---------------------------------     Director
    Ernest H. Drew

           *
---------------------------------     Director
    Roger W. Hale

           *
---------------------------------     Director
    Bernadine P. Healy

           *
---------------------------------     Director
    Mannie L. Jackson

           *
---------------------------------     Director
    Patrick F. Noonan

           *
---------------------------------     Director
    Kathleen Ligocki


                                       6

<PAGE>


           *
---------------------------------     Director
    George A. Schaefer, Jr.

           *
---------------------------------     Director
   Theodore M. Solso

           *
---------------------------------     Director
    Michael J. Ward

*By: /s/ David L. Hausrath
     David L. Hausrath
     Attorney-in-fact

                                       7
<PAGE>




                               EXHIBIT INDEX

     4.1        Second  Restated   Articles  of  Incorporation  of  Ashland
                (incorporated  herein  by  reference  to  Exhibit  3(i)  of
                Ashland's  Quarterly  Report  on Form  10-Q for the  fiscal
                quarter ended June 30, 2005).*
     4.2        Rights  Agreement  dated as of May 16, 1996 between Ashland
                and the Rights Agent  (incorporated  herein by reference to
                Exhibit 4.4 of Ashland's Annual Report on Form 10-K for the
                fiscal year ended September 30, 2001).*
     4.3        Amendment  No.  1 dated  as of  March  18,  2004 to  Rights
                Agreement  dated as of May 16, 1996 between Ashland and the
                Rights Agent (incorporated herein by reference to Exhibit 4
                of Ashland's  Quarterly  Report on Form 10-Q for the fiscal
                quarter ended March 31, 2004).*
     4.4        Amendment  No.  2 dated  as of  April  27,  2005 to  Rights
                Agreement  dated as of May 16, 1996 between Ashland and the
                Rights Agent  (incorporated  herein by reference to Exhibit
                4.7 of Ashland's  Form S-4/A filed with the  Commission  on
                May 2, 2005 (Registration No. 333-119689-01)).*
     4.5        Specimen  certificate of Common Stock,  par value $0.01 per
                share  (incorporated  herein by reference to Exhibit 4.2 of
                Ashland's  Form S-4/A filed with the  Commission on May 10,
                2005 (Registration No. 333-119689-01)).*
     4.6        By-laws of Ashland  (incorporated  herein by  reference  to
                Exhibit  3(ii) of Ashland's  Quarterly  Report on Form 10-Q
                for the fiscal quarter ended June 30, 2005).*
     4.7        2006 Ashland Inc.  Incentive Plan  (incorporated  herein by
                reference  to Exhibit 10 of Ashland's  Quarterly  Report on
                Form 10-Q for the fiscal quarter ended December 31, 2005).*
     5          Opinion of David L. Hausrath, Esq.**
     23.1       Consent of Ernst & Young LLP.**
     23.2       Consent of David L. Hausrath, Esq. (included as part of
                Exhibit 5).**
     24.1       Power of Attorney.**
     24.2       Certified  Resolutions  of  Ashland's  Board  of  Directors
                authorizing  execution  of this  Registration  Statement by
                Power of Attorney.**

         -----------------
         *Previously filed

         **Filed herewith

                                       8
[{"type": "S-8", "sequence": "1", "filename": "plan.txt", "description": "FORM S-8", "secsgml_size_bytes": 23302}]
{"company-data": {"conformed-name": "ASHLAND INC.", "cik": "0001305014", "assigned-sic": "5160", "irs-number": "200865835", "state-of-incorporation": "KY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-131792", "film-number": "06601703"}, "business-address": {"street1": "50 EAST RIVERCENTER BLVD., 16TH FLOOR", "city": "COVINGTON", "state": "KY", "zip": "41012", "phone": "859-815-3483"}, "mail-address": {"street1": "50 EAST RIVERCENTER BLVD., 16TH FLOOR", "city": "COVINGTON", "state": "KY", "zip": "41012"}, "former-company": {"former-conformed-name": "New EXM Inc.", "date-changed": "20041004"}}
As filed with the Securities and Exchange Commission on February 13, 2006
                        Registration No. 333-_______

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

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

                                  FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                        ----------------------------

                                ASHLAND INC.
           (Exact name of Registrant as specified in its charter)

             Kentucky                                 20-0865835
  (State or other jurisdiction of         (I.R.S. Employer Identification No.)
   incorporation or organization)

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

                (Address, including zip code, and telephone
                      number, including area code, of
                 Registrant's principal executive offices)

                    -----------------------------------
                      2006 ASHLAND INC. INCENTIVE PLAN
                          (Full title of the Plan)
                    ------------------------------------

                          David L. Hausrath, Esq.
            Senior Vice President, General Counsel and Secretary
                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333

    (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)
===========================================================================================================================

                                                CALCULATION OF REGISTRATION FEE
===========================================================================================================================
        TITLE OF EACH CLASS                      AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT OF
           OF SECURITIES                         TO BE         OFFERING PRICE PER   AGGREGATE OFFERING  REGISTRATION FEE
          TO BE REGISTERED                   REGISTERED [1]          SHARE                PRICE
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per           4,000,000 shares      $63.505 [3]        $254,020,000 [3]      $27,180.14
share, and Rights attached thereto [2]
---------------------------------------------------------------------------------------------------------------------------
[1] Pursuant to Rule 416 under the  Securities  Act of 1933,  to the extent
additional  shares of Common Stock may be issued or issuable as a result of
a stock  split or other  distribution  declared at any time by the Board of
Directors while this Registration Statement is in effect, this Registration
Statement is hereby deemed to cover all of such additional common stock.
[2]  One  Right  to  purchase   one-thousandth  of  a  share  of  Series  A
Participating  Cumulative  Preferred Stock accompanies each share of Common
Stock,  par value $0.01 per share.
[3] Estimated  solely for the purposes of calculating the  registration fee
in  accordance  with Rule 457 of the Act on the basis of the average of the
high and low reported sale prices of Ashland's common stock on the New York
Stock Exchange Composite Tape on February 7, 2006 ($63.505).
EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is filed by Ashland  Inc., a
Kentucky  corporation  ("Ashland"),  relating  to  4,000,000  shares of its
common stock, par value $0.01 per share, issuable to eligible employees and
qualified  non-employee  directors of Ashland  pursuant to the 2006 Ashland
Inc. Incentive Plan.

                                   PART I
            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

     All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance
with Rule 428 under the Securities Act of 1933 (the  "Securities  Act") and
the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     All  information  required  by Part I to be  contained  in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance
with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  filed  with the  Securities  and  Exchange
Commission  (the  "Commission")  pursuant  to  Section  13 or  15(d) of the
Securities  Exchange Act of 1934 (the "Exchange Act") (File No. 001-32532),
are hereby incorporated by reference into this Registration Statement:

     (a)  Ashland's  Annual  Report on Form 10-K for the fiscal  year ended
September 30, 2005;

     (b) the  description  of  Ashland's  common  stock  (and  the  related
preferred stock purchase rights) set forth under the headings  "Description
of New  Ashland  Capital  Stock"  and  "Comparison  of Rights of Holders of
Common  Stock" in the  registration  statement on Form 8-A of Ashland filed
under the Exchange Act on June 15, 2005 (File No. 001-32532), including any
amendment or report filed for the purpose of updating such description;

     (c)  Ashland's  quarterly  report on Form 10-Q for the fiscal  quarter
ended December 31, 2005; and

     (d)  Ashland's  current  reports on Form 8-K as filed on  October  24,
2005,  November 4, 2005,  January 3, 2006,  January 6, 2006 and January 25,
2006.

     In addition,  all documents  hereafter filed with the Commission by us
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior
to the  filing  of a  post-effective  amendment  which  indicates  that all
securities  offered have been sold or which deregisters all securities then
remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of
such documents.

     Any  statement  contained  in  this  Registration   Statement,  in  an
amendment hereto, or in a document  incorporated by reference herein, shall
be  deemed  modified  or  superseded  for  purposes  of  this  Registration
Statement  to  the  extent  that  a  statement  contained  herein,  in  any
subsequently  filed  supplement  to  this  Registration  Statement,  or any
document  that  is also  incorporated  by  reference  herein,  modifies  or
supersedes  such statement.  Any statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

                                     2
ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the common stock  offered  hereby has been passed upon
by David L. Hausrath,  Esq.,  Senior Vice  President,  General  Counsel and
Secretary of Ashland.  Mr. Hausrath owns beneficially  94,805 shares of our
common   stock   (including   common  stock  units  held  in  our  deferred
compensation plan).

     The  consolidated   financial   statements  and  schedule  of  Ashland
appearing  in  Ashland's  Annual  Report  (Form  10-K)  for the year  ended
September   30,  2005,   and  Ashland   management's   assessment   of  the
effectiveness of internal control over financial  reporting as of September
30, 2005 included therein, have been audited by Ernst & Young LLP ("Ernst &
Young"),  Independent  Registered  Public  Accounting Firm, as set forth in
their  reports  thereon  included   therein  and  incorporated   herein  by
reference.   Such  consolidated   financial  statements  and  schedule  and
management's  assessment are, and audited consolidated financial statements
and schedule and  management's  assessment  to be included in  subsequently
filed documents will be,  incorporated  herein in reliance upon the reports
of Ernst & Young  pertaining to such financial  statements and management's
assessment (to the extent  covered by consents  filed with the  Commission)
given  upon  the  authority  of such  firm as  experts  in  accounting  and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections  271B.8-500 through 580 of the Kentucky Business  Corporation
Act contain  detailed  provisions  for  indemnification  of  directors  and
officers of Kentucky  corporations  against  judgments,  penalties,  fines,
settlements and reasonable  expenses in connection with  litigation.  Under
Kentucky law, the provisions of a company's articles and by-laws may govern
the   indemnification   of   officers   and   directors   in  lieu  of  the
indemnification  provided for by statute.  We have elected to indemnify our
officers and directors pursuant to our Restated  Articles,  our By-laws and
by  contract  rather  than to have  such  indemnification  governed  by the
statutory provisions.

     Article X of the Restated Articles permits,  but does not require,  us
to indemnify our  directors,  officers and employees to the fullest  extent
permitted by law. Our By-laws require  indemnification  of our officers and
employees under certain circumstances. We have entered into indemnification
contracts  with each of our directors that require  indemnification  to the
fullest  extent  permitted  by  law,  subject  to  certain  exceptions  and
limitations.

     We have purchased  insurance  which insures  (subject to certain terms
and conditions,  exclusions and deductibles) us against certain costs which
we might be required to pay by way of  indemnification  to our directors or
officers under our Restated Articles or By-laws, indemnification agreements
or otherwise  and protects  individual  directors and officers from certain
losses for which they might not be indemnified by us. In addition,  we have
purchased  insurance which provides  liability coverage (subject to certain
terms and conditions,  exclusions and deductibles) for amounts which we, or
the  fiduciaries  under our employee  benefit plans,  which may include our
directors,  officers and employees, might be required to pay as a result of
a breach of fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The  following  Exhibits  are  filed  as  part  of  this  Registration
Statement:

    4.1        Second  Restated   Articles  of   Incorporation  of  Ashland
               (incorporated   herein  by  reference  to  Exhibit  3(i)  of
               Ashland's  Quarterly  Report  on Form  10-Q  for the  fiscal
               quarter ended June 30, 2005).
    4.2        Rights  Agreement  dated as of May 16, 1996 between  Ashland
               and the Rights  Agent  (incorporated  herein by reference to
               Exhibit 4.4 of  Ashland's  Annual Report on Form 10-K for the
               fiscal year ended September 30, 2001).

                                        3
4.3        Amendment  No.  1 dated  as of  March  18,  2004  to  Rights
               Agreement  dated as of May 16, 1996 between  Ashland and the
               Rights Agent (incorporated  herein by reference to Exhibit 4
               of   Ashland's  Quarterly  Report on Form 10-Q for the fiscal
               quarter ended March 31, 2004).
    4.4        Amendment  No.  2 dated  as of  April  27,  2005  to  Rights
               Agreement  dated as of May 16, 1996 between  Ashland and the
               Rights  Agent  (incorporated  herein by reference to Exhibit
               4.7 of Ashland's Form S-4/A filed with the Commission on May
               2, 2005 (Registration No. 333-119689-01)).
    4.5        Specimen  certificate  of Common Stock,  par value $0.01 per
               share  (incorporated  herein by  reference to Exhibit 4.2 of
               Ashland's  Form S-4/A filed with the  Commission  on May 10,
               2005 (Registration No. 333-119689-01)).
    4.6        By-laws  of Ashland  (incorporated  herein by  reference  to
               Exhibit 3(ii) of Ashland's Quarterly Report on Form 10-Q for
               the fiscal quarter ended June 30, 2005).
    4.7        2006 Ashland Inc.  Incentive  Plan  (incorporated  herein by
               reference  to Exhibit 10 of  Ashland's  Quarterly  Report on
               Form 10-Q for the fiscal quarter ended December 31, 2005).
    5          Opinion of David L. Hausrath, Esq.
    23.1       Consent of Ernst & Young LLP.
    23.2       Consent of David L. Hausrath, Esq. (included as part of
               Exhibit 5).
    24.1       Power of Attorney.
    24.2       Certified   Resolutions  of  Ashland's  Board  of  Directors
               authorizing  execution  of this  Registration  Statement  by
               Power of Attorney.

ITEM 9.  UNDERTAKINGS.

     (A)  Ashland hereby undertakes:

         (1) To file,  during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

              (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act;

              (ii) To reflect in the prospectus any facts or events arising
         after the  effective  date of the  Registration  Statement (or the
         most recent post-effective amendment thereof) which,  individually
         or in  the  aggregate,  represent  a  fundamental  change  in  the
         information   set   forth   in   the    Registration    Statement.
         Notwithstanding the foregoing,  any increase or decrease in volume
         of  securities  offered (if the total dollar  value of  securities
         offered  would  not  exceed  that  which was  registered)  and any
         deviation  from  the  low or  high  end of the  estimated  maximum
         offering  range may be reflected in the form of  prospectus  filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,
         the  changes  in  volume  and price  represent  no more than a 20%
         change in the maximum  aggregate  offering  price set forth in the
         "Calculation   of   Registration   Fee"  table  in  the  effective
         registration statement; and

              (iii) To include any material information with respect to the
         plan of distribution not previously  disclosed in the Registration
         Statement  or any  material  change  to  such  information  in the
         Registration Statement.

     Provided,  however,  that  paragraphs  (A)(l)(i) and (A)(1)(ii) do not
apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs is contained in periodic  reports filed with
or furnished to the Commission by Ashland pursuant to Section 13 or Section
15(d) of the  Exchange  Act  that  are  incorporated  by  reference  in the
Registration Statement.

         (2) That, for the purpose of determining  any liability  under the
     Securities Act each such  post-effective  amendment shall be deemed to
     be a new  registration  statement  relating to the securities  offered
     therein,  and the  offering of such  securities  at that time shall be
     deemed to be the initial bona fide offering thereof.

         (3) To  remove  from  registration  by means  of a  post-effective
     amendment any of the securities being registered that remain unsold at
     the termination of the offering.

                                     4
(B) Ashland hereby  undertakes  that, for purposes of determining  any
liability under the Securities Act, each filing of Ashland's  annual report
pursuant to Section  13(a) or Section  15(d) of the  Exchange Act (and each
filing of an employee  benefit  plan's  annual  report  pursuant to Section
15(d)  of the  Exchange  Act)  that is  incorporated  by  reference  in the
Registration  Statement shall be deemed to be a new registration  statement
relating  to the  securities  offered  therein,  and the  offering  of such
securities  at that  time  shall be  deemed  to be the  initial  bona  fide
offering thereof.

     (C)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons of Ashland  pursuant to the  foregoing  provisions,  or  otherwise,
Ashland  has  been  advised  that in the  opinion  of the  Commission  such
indemnification is against public policy as expressed in the Securities Act
and  is,  therefore,   unenforceable.   In  the  event  that  a  claim  for
indemnification against such liabilities (other than the payment by Ashland
of expenses incurred or paid by a director,  officer or controlling  person
of Ashland in the successful defense of any action,  suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, Ashland will, unless in the opinion of its
counsel the matter has been settled by controlling  precedent,  submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against  public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.

                                     5
SIGNATURES

     Pursuant to the requirements of the Securities Act, Ashland  certifies
that  it  has  reasonable   grounds  to  believe  that  it  meets  all  the
requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be signed on its behalf by the  undersigned,  thereunto  duly
authorized in the City of Covington,  Commonwealth of Kentucky, on February
13, 2006.

                               ASHLAND INC.,
                               By
                               /s/ David L. Hausrath
                               ------------------------------------------------
                               Name:    David L. Hausrath
                               Title:   Senior Vice President, General Counsel
                                        and Secretary

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
indicated on February 13, 2006.

        SIGNATURE                                        TITLE
           *                          Chairman of the Board and Chief
---------------------------------     Executive Officer
    James J. O'Brien                  (Principal Executive Officer)

           *                          Senior Vice President and Chief
---------------------------------     Financial Officer
    J. Marvin Quin                    (Principal Financial Officer)

           *                           Vice President and Controller
---------------------------------     (Principal Accounting Officer)
    Lamar M. Chambers

           *
---------------------------------     Director
    Ernest H. Drew

           *
---------------------------------     Director
    Roger W. Hale

           *
---------------------------------     Director
    Bernadine P. Healy

           *
---------------------------------     Director
    Mannie L. Jackson

           *
---------------------------------     Director
    Patrick F. Noonan

           *
---------------------------------     Director
    Kathleen Ligocki

                                       6
*
---------------------------------     Director
    George A. Schaefer, Jr.

           *
---------------------------------     Director
   Theodore M. Solso

           *
---------------------------------     Director
    Michael J. Ward

*By: /s/ David L. Hausrath
     David L. Hausrath
     Attorney-in-fact

                                       7
EXHIBIT INDEX

     4.1        Second  Restated   Articles  of  Incorporation  of  Ashland
                (incorporated  herein  by  reference  to  Exhibit  3(i)  of
                Ashland's  Quarterly  Report  on Form  10-Q for the  fiscal
                quarter ended June 30, 2005).*
     4.2        Rights  Agreement  dated as of May 16, 1996 between Ashland
                and the Rights Agent  (incorporated  herein by reference to
                Exhibit 4.4 of Ashland's Annual Report on Form 10-K for the
                fiscal year ended September 30, 2001).*
     4.3        Amendment  No.  1 dated  as of  March  18,  2004 to  Rights
                Agreement  dated as of May 16, 1996 between Ashland and the
                Rights Agent (incorporated herein by reference to Exhibit 4
                of Ashland's  Quarterly  Report on Form 10-Q for the fiscal
                quarter ended March 31, 2004).*
     4.4        Amendment  No.  2 dated  as of  April  27,  2005 to  Rights
                Agreement  dated as of May 16, 1996 between Ashland and the
                Rights Agent  (incorporated  herein by reference to Exhibit
                4.7 of Ashland's  Form S-4/A filed with the  Commission  on
                May 2, 2005 (Registration No. 333-119689-01)).*
     4.5        Specimen  certificate of Common Stock,  par value $0.01 per
                share  (incorporated  herein by reference to Exhibit 4.2 of
                Ashland's  Form S-4/A filed with the  Commission on May 10,
                2005 (Registration No. 333-119689-01)).*
     4.6        By-laws of Ashland  (incorporated  herein by  reference  to
                Exhibit  3(ii) of Ashland's  Quarterly  Report on Form 10-Q
                for the fiscal quarter ended June 30, 2005).*
     4.7        2006 Ashland Inc.  Incentive Plan  (incorporated  herein by
                reference  to Exhibit 10 of Ashland's  Quarterly  Report on
                Form 10-Q for the fiscal quarter ended December 31, 2005).*
     5          Opinion of David L. Hausrath, Esq.**
     23.1       Consent of Ernst & Young LLP.**
     23.2       Consent of David L. Hausrath, Esq. (included as part of
                Exhibit 5).**
     24.1       Power of Attorney.**
     24.2       Certified  Resolutions  of  Ashland's  Board  of  Directors
                authorizing  execution  of this  Registration  Statement by
                Power of Attorney.**

         -----------------
         *Previously filed

         **Filed herewith

                                       8