UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

       Date of report (Date of earliest event reported): June 30, 2005

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

                                  Kentucky
               (State or other jurisdiction of incorporation)

                 1-32532                                      20-0865835
         (Commission File Number)                          (I.R.S. Employer
                                                          Identification No.)

50 E. RiverCenter Boulevard, Covington, Kentucky              41012-0391
   (Address of principal executive offices)                   (Zip Code)

      P.O. Box 391, Covington, Kentucky                       41012-0391
              (Mailing Address)                               (Zip Code)

     Registrant's telephone number, including area code (859) 815-3333


Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[   ] Written communications  pursuant to Rule 425 under the Securities Act
    (17 CFR 2230.425)
[   ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[   ] Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement  communications  pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))


<PAGE>



Item 2.01 Completion of Acquisition or Disposition of Assets

         Ashland Inc.  ("Ashland")  today  announced the  completion of its
previously  announced  agreement with Marathon Oil  Corporation to transfer
Ashland's  38-percent  interest in Marathon Ashland Petroleum LLC (MAP) and
two other businesses to Marathon Oil Corporation in a transaction valued at
approximately  $3.7 billion.  The two other businesses are Ashland's maleic
anhydride  business and 60 Valvoline  Instant Oil Change (VIOC)  centers in
Michigan and northwest Ohio.
         As a result of this transaction, Ashland shareholders of record as
of the  close of  business  on June 30,  2005,  will  receive  a number  of
Marathon  shares  proportionate  to the number of Ashland  shares they own.
Ashland received cash of $2,406 million and MAP accounts  receivable valued
at $911 million.  These amounts include  approximately $2.8 billion of cash
and accounts receivable included in the $3.7 billion transaction value, and
$518 million of cash and  accounts  receivable  representing  38 percent of
MAP's distributable cash as of June 30, 2005.
         From March 18,  2004,  through  May 31,  2005,  MAP had  suspended
quarterly  cash  distributions  to  Ashland  and  Marathon.  As  previously
announced,  on May 31 Ashland received a cash distribution from MAP of $268
million.
         As  previously  announced,  Ashland  intends to use a  substantial
portion of the transaction  proceeds to retire all or most of the company's
outstanding  debt and  certain  other  financial  obligations.  Today,  the
company  has  repaid  $2.1  billion  of  debt  or  debt-like   obligations;
approximately  $400 million of obligations are expected to be repaid in the
September quarter or early in the December quarter.
         The above transactions are expected to result in a net increase in
Ashland's cash and  investment  securities of  approximately  $1.1 billion.
This  reflects  the  $2,406  million in cash and $911  million of  accounts
receivable received in the transaction,  the $268 million cash distribution
received on May 31 and the repayment of  approximately  2.5 billion of debt
and other financial obligations.
         Ashland currently does not anticipate that it will be obligated to
pay any tax under Internal  Revenue Code Section 355(e) in connection  with
this  transaction.  Whether  Ashland is required to pay any such taxes will
depend upon, among other things,  the trading price of new Ashland stock on
July 1, and the final adjusted tax basis of new Ashland stock which will be
determined after July 1.
         Ashland   shareholders   of   record  on  June  30,   2005,   will
automatically  receive new  Ashland  shares  within the next few weeks.  In
addition,  a letter of  transmittal  and  instructions  for  exchanging old
Ashland  shares for shares of Marathon  stock will be mailed in July to the
Ashland  shareholders of record on June 30, 2005. Ashland  shareholders who
have shares deposited into a brokerage account will not need to do anything
to receive  their new  Ashland or  Marathon  stock.  The  Depository  Trust
Corporation (DTC) will exchange the shares they hold directly with National
City Bank,  the Exchange  Agent,  who in turn will send DTC the new Ashland
and Marathon shares.
         Details of the closing of this  transaction,  including its impact
on Ashland and Ashland's  shareholders,  are included in the attached press
release,  which is attached hereto as Exhibit 99.1 and incorporated  herein
by reference.


Item 9.01.  Financial Statements and Exhibits

(c)      Exhibits

99.1     Press Release dated June 30, 2005


<PAGE>




                                 SIGNATURES


     Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                               ASHLAND INC.
                                -------------------------------------------
                                               (Registrant)



Date:  June 30, 2005                  /s/ J. Marvin Quin
                                -----------------------------------
                                Name:     J. Marvin Quin
                                Title:    Senior Vice President,
                                          Chief Financial Officer




<PAGE>


                               EXHIBIT INDEX

99.1     Press Release dated June 30, 2005
[{"type": "8-K", "sequence": "1", "filename": "form8k.txt", "description": "FORM 8-K MAP CLOSING", "secsgml_size_bytes": 6368}]
{"company-data": {"conformed-name": "New EXM Inc.", "cik": "0001305014", "assigned-sic": "5160", "irs-number": "200865835", "state-of-incorporation": "KY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-32532", "film-number": "05929400"}, "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"}}
UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

       Date of report (Date of earliest event reported): June 30, 2005

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

                                  Kentucky
               (State or other jurisdiction of incorporation)

                 1-32532                                      20-0865835
         (Commission File Number)                          (I.R.S. Employer
                                                          Identification No.)

50 E. RiverCenter Boulevard, Covington, Kentucky              41012-0391
   (Address of principal executive offices)                   (Zip Code)

      P.O. Box 391, Covington, Kentucky                       41012-0391
              (Mailing Address)                               (Zip Code)

     Registrant's telephone number, including area code (859) 815-3333

Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[   ] Written communications  pursuant to Rule 425 under the Securities Act
    (17 CFR 2230.425)
[   ]  Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)
[   ] Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))
[   ] Pre-commencement  communications  pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets

         Ashland Inc.  ("Ashland")  today  announced the  completion of its
previously  announced  agreement with Marathon Oil  Corporation to transfer
Ashland's  38-percent  interest in Marathon Ashland Petroleum LLC (MAP) and
two other businesses to Marathon Oil Corporation in a transaction valued at
approximately  $3.7 billion.  The two other businesses are Ashland's maleic
anhydride  business and 60 Valvoline  Instant Oil Change (VIOC)  centers in
Michigan and northwest Ohio.
         As a result of this transaction, Ashland shareholders of record as
of the  close of  business  on June 30,  2005,  will  receive  a number  of
Marathon  shares  proportionate  to the number of Ashland  shares they own.
Ashland received cash of $2,406 million and MAP accounts  receivable valued
at $911 million.  These amounts include  approximately $2.8 billion of cash
and accounts receivable included in the $3.7 billion transaction value, and
$518 million of cash and  accounts  receivable  representing  38 percent of
MAP's distributable cash as of June 30, 2005.
         From March 18,  2004,  through  May 31,  2005,  MAP had  suspended
quarterly  cash  distributions  to  Ashland  and  Marathon.  As  previously
announced,  on May 31 Ashland received a cash distribution from MAP of $268
million.
         As  previously  announced,  Ashland  intends to use a  substantial
portion of the transaction  proceeds to retire all or most of the company's
outstanding  debt and  certain  other  financial  obligations.  Today,  the
company  has  repaid  $2.1  billion  of  debt  or  debt-like   obligations;
approximately  $400 million of obligations are expected to be repaid in the
September quarter or early in the December quarter.
         The above transactions are expected to result in a net increase in
Ashland's cash and  investment  securities of  approximately  $1.1 billion.
This  reflects  the  $2,406  million in cash and $911  million of  accounts
receivable received in the transaction,  the $268 million cash distribution
received on May 31 and the repayment of  approximately  2.5 billion of debt
and other financial obligations.
         Ashland currently does not anticipate that it will be obligated to
pay any tax under Internal  Revenue Code Section 355(e) in connection  with
this  transaction.  Whether  Ashland is required to pay any such taxes will
depend upon, among other things,  the trading price of new Ashland stock on
July 1, and the final adjusted tax basis of new Ashland stock which will be
determined after July 1.
         Ashland   shareholders   of   record  on  June  30,   2005,   will
automatically  receive new  Ashland  shares  within the next few weeks.  In
addition,  a letter of  transmittal  and  instructions  for  exchanging old
Ashland  shares for shares of Marathon  stock will be mailed in July to the
Ashland  shareholders of record on June 30, 2005. Ashland  shareholders who
have shares deposited into a brokerage account will not need to do anything
to receive  their new  Ashland or  Marathon  stock.  The  Depository  Trust
Corporation (DTC) will exchange the shares they hold directly with National
City Bank,  the Exchange  Agent,  who in turn will send DTC the new Ashland
and Marathon shares.
         Details of the closing of this  transaction,  including its impact
on Ashland and Ashland's  shareholders,  are included in the attached press
release,  which is attached hereto as Exhibit 99.1 and incorporated  herein
by reference.

Item 9.01.  Financial Statements and Exhibits

(c)      Exhibits

99.1     Press Release dated June 30, 2005
SIGNATURES

     Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                               ASHLAND INC.
                                -------------------------------------------
                                               (Registrant)

Date:  June 30, 2005                  /s/ J. Marvin Quin
                                -----------------------------------
                                Name:     J. Marvin Quin
                                Title:    Senior Vice President,
                                          Chief Financial Officer
EXHIBIT INDEX

99.1     Press Release dated June 30, 2005