As filed with the Securities and Exchange Commission on August 9, 2005
                        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.
                          (FORMERLY NEW EXM 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)
                       -----------------------------

              AMENDED AND RESTATED 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                    AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT 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      463,553 [3]           $62.045 [4]         $28,761,145.89 [4]   $3385.19
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] Constitutes  463,553 additional shares of the Registrant's common stock
issuable  under the Amended and Restated  Ashland Inc.  Incentive Plan as a
result of the  Transactions  (as defined in Registration  Statement  Number
333-54766  described  below).
[4] 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 the  Registrant's  common stock on the
New York Stock Exchange Composite Tape on August 3, 2005 ($62.045).

                                     1

<PAGE>

This  Registration  Statement on Form S-8  incorporates  by  reference  the
contents  of  the  Registration  Statement  Number  333-54766  pursuant  to
Instruction E of the General Instructions to the Form S-8.

                                     2

<PAGE>

                                 SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 August
9, 2005.

                                   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 August 9, 2005.

<TABLE>
<CAPTION>
                      SIGNATURE                                                 TITLE

<S>                                                   <C>
                         *
--------------------------------------------------     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
                  Lamar M. Chambers                    (Principal Accounting Officer)


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


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


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


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


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


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


                                     3

<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
</TABLE>

                                     4

<PAGE>



                               EXHIBIT INDEX

        4.1        Second  Restated   Articles  of   Incorporation  of  the
                   Registrant (incorporated herein by  reference to Exhibit
                   3(i) to Registrant'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  Inc. and  National  City Bank,  as Rights Agent
                   (incorporated  herein by  reference  to  Exhibit  4.4 to
                   Old 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 Inc.
                   and National  City Bank,  as Rights Agent  (incorporated
                   herein  by  reference  to  Exhibit  4 to  Old  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 Inc.
                   and National  City Bank,  as Rights Agent  (incorporated
                   herein by reference  to Exhibit 4.4 of the  Registrant'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 the  Registrant's  Form  S-4/A  filed  with  the
                   Commission   on   May   10,    2005  (Registration   No.
                   333-119689-01)).*
        4.6        By-laws  of  the  Registrant   (incorporated  herein  by
                   reference  to  Exhibit  3(ii) to Registrant's  Quarterly
                   Report on Form 10-Q for the  fiscal  quarter  ended June
                   30, 2005).*
        5          Opinion of David L. Hausrath, Esq.**
        23.1       Consent of Ernst & Young LLP.**
        23.2       Consent of PricewaterhouseCoopers LLP.**
        23.3       Consent of David L. Hausrath,  Esq. (included as part of
                   Exhibit 5).**
        24.1       Power of Attorney.**
        24.1       Certified  Resolutions  of  the  Registrant's  Board  of
                   Directors  authorizing  execution  of this  Registration
                   Statement by Power of Attorney.**

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

         **Filed herewith
[{"type": "S-8", "sequence": "1", "filename": "s8new.txt", "description": "FORM S-8", "secsgml_size_bytes": 10857}]
{"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": "333-127348", "film-number": "051009574"}, "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 August 9, 2005
                        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.
                          (FORMERLY NEW EXM 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)
                       -----------------------------

              AMENDED AND RESTATED 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                    AMOUNT         PROPOSED MAXIMUM     PROPOSED MAXIMUM       AMOUNT 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      463,553 [3]           $62.045 [4]         $28,761,145.89 [4]   $3385.19
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] Constitutes  463,553 additional shares of the Registrant's common stock
issuable  under the Amended and Restated  Ashland Inc.  Incentive Plan as a
result of the  Transactions  (as defined in Registration  Statement  Number
333-54766  described  below).
[4] 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 the  Registrant's  common stock on the
New York Stock Exchange Composite Tape on August 3, 2005 ($62.045).

                                     1
This  Registration  Statement on Form S-8  incorporates  by  reference  the
contents  of  the  Registration  Statement  Number  333-54766  pursuant  to
Instruction E of the General Instructions to the Form S-8.

                                     2
SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
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 August
9, 2005.

                                   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 August 9, 2005.
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
                  Lamar M. Chambers                    (Principal Accounting Officer)

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

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

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

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

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

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

                                     3
*                             Director
--------------------------------------------------
               George A. Schaefer, Jr.

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

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

*By:           /s/ David L. Hausrath
    ----------------------------------------------
                  David L. Hausrath
                  Attorney-in-fact
4
EXHIBIT INDEX

        4.1        Second  Restated   Articles  of   Incorporation  of  the
                   Registrant (incorporated herein by  reference to Exhibit
                   3(i) to Registrant'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  Inc. and  National  City Bank,  as Rights Agent
                   (incorporated  herein by  reference  to  Exhibit  4.4 to
                   Old 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 Inc.
                   and National  City Bank,  as Rights Agent  (incorporated
                   herein  by  reference  to  Exhibit  4 to  Old  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 Inc.
                   and National  City Bank,  as Rights Agent  (incorporated
                   herein by reference  to Exhibit 4.4 of the  Registrant'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 the  Registrant's  Form  S-4/A  filed  with  the
                   Commission   on   May   10,    2005  (Registration   No.
                   333-119689-01)).*
        4.6        By-laws  of  the  Registrant   (incorporated  herein  by
                   reference  to  Exhibit  3(ii) to Registrant's  Quarterly
                   Report on Form 10-Q for the  fiscal  quarter  ended June
                   30, 2005).*
        5          Opinion of David L. Hausrath, Esq.**
        23.1       Consent of Ernst & Young LLP.**
        23.2       Consent of PricewaterhouseCoopers LLP.**
        23.3       Consent of David L. Hausrath,  Esq. (included as part of
                   Exhibit 5).**
        24.1       Power of Attorney.**
        24.1       Certified  Resolutions  of  the  Registrant's  Board  of
                   Directors  authorizing  execution  of this  Registration
                   Statement by Power of Attorney.**

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

         **Filed herewith