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): September 20, 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 8.01.        Other Events

     On  September  20,  2005,  Ashland  Inc.  ("Ashland")  announced  that
earnings for its fiscal fourth quarter,  ending  September 30, 2005, may be
less than earnings for the September 2004 quarter.  Ashland's  expectations
for its  Ashland  Specialty  Chemical  and Ashland  Distribution  divisions
remain on track.  As raw  materials  and energy  costs have risen,  Ashland
Specialty Chemical and Ashland Distribution have announced price increases.
Ashland  Distribution is expected to produce sharply higher earnings in the
September  quarter  versus the  comparable  year-ago  quarter,  and Ashland
Specialty  Chemical  should  continue to report rising  profits  versus the
September  2004 quarter as the result of higher sales  revenues.  Valvoline
expects to report a roughly  40-percent decline in profits as the result of
lower  sales of  branded  lubricants,  due in part to timing  effects  from
pricing  and  promotion  changes,  as well as higher raw  materials  costs.
Escalating  hydrocarbon  prices have impacted the North American market for
motor oil throughout the year, and the market further  weakened  during the
quarter.
     Operating   income  for  the   Transportation   Construction   Sector,
commercially  known as Ashland Paving And  Construction,  Inc., or APAC, is
expected to be roughly half of the  prior-year  quarter's  $70 million.  In
addition  to lower  production  due to business  disruptions  caused by the
active  hurricane  season,  APAC also  expects  to  increase  reserves  for
unprofitable contracts resulting from the run-up in hydrocarbon prices.

                                    -2-
<PAGE>

         In addition to the above items, Ashland expects to record a charge
in the  September  quarter  related to its  participation  in Oil Insurance
Limited, an energy industry mutual insurance  consortium,  due primarily to
damage  caused by Hurricane  Katrina.  The amount is  undetermined  at this
time;  however,  the company  expects  the  maximum  loss to be $14 million
pre-tax assuming no further catastrophic losses.
         Ashland  plans to release its earnings at 8 a.m.,  EDT, on October
24 and will follow with an analyst meeting in New York City at 5 p.m., EDT,
which will also be web cast.
         Ashland's earnings  expectations and related matters are discussed
in more detail in the press release  attached hereto as Exhibit 99.1, which
is incorporated by reference into this Item 8.01.


Item 9.01.        Financial Statements and Exhibits

         (d)         Exhibits

         99.1 - Press release dated September 20, 2005.

                                    -3-
<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:  September 20, 2005             /s/ J. Marvin Quin
                            ------------------------------------------
                                 Name:     J. Marvin Quin
                                 Title:    Senior Vice President
                                           and Chief Financial Officer




                                    -4-
<PAGE>

                               Exhibit Index

            99.1 - Press release dated September 20, 2005.



                                    -5-
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{"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": "8-K", "act": "34", "file-number": "001-32532", "film-number": "051094261"}, "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"}}
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): September 20, 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 8.01.        Other Events

     On  September  20,  2005,  Ashland  Inc.  ("Ashland")  announced  that
earnings for its fiscal fourth quarter,  ending  September 30, 2005, may be
less than earnings for the September 2004 quarter.  Ashland's  expectations
for its  Ashland  Specialty  Chemical  and Ashland  Distribution  divisions
remain on track.  As raw  materials  and energy  costs have risen,  Ashland
Specialty Chemical and Ashland Distribution have announced price increases.
Ashland  Distribution is expected to produce sharply higher earnings in the
September  quarter  versus the  comparable  year-ago  quarter,  and Ashland
Specialty  Chemical  should  continue to report rising  profits  versus the
September  2004 quarter as the result of higher sales  revenues.  Valvoline
expects to report a roughly  40-percent decline in profits as the result of
lower  sales of  branded  lubricants,  due in part to timing  effects  from
pricing  and  promotion  changes,  as well as higher raw  materials  costs.
Escalating  hydrocarbon  prices have impacted the North American market for
motor oil throughout the year, and the market further  weakened  during the
quarter.
     Operating   income  for  the   Transportation   Construction   Sector,
commercially  known as Ashland Paving And  Construction,  Inc., or APAC, is
expected to be roughly half of the  prior-year  quarter's  $70 million.  In
addition  to lower  production  due to business  disruptions  caused by the
active  hurricane  season,  APAC also  expects  to  increase  reserves  for
unprofitable contracts resulting from the run-up in hydrocarbon prices.

                                    -2-
In addition to the above items, Ashland expects to record a charge
in the  September  quarter  related to its  participation  in Oil Insurance
Limited, an energy industry mutual insurance  consortium,  due primarily to
damage  caused by Hurricane  Katrina.  The amount is  undetermined  at this
time;  however,  the company  expects  the  maximum  loss to be $14 million
pre-tax assuming no further catastrophic losses.
         Ashland  plans to release its earnings at 8 a.m.,  EDT, on October
24 and will follow with an analyst meeting in New York City at 5 p.m., EDT,
which will also be web cast.
         Ashland's earnings  expectations and related matters are discussed
in more detail in the press release  attached hereto as Exhibit 99.1, which
is incorporated by reference into this Item 8.01.

Item 9.01.        Financial Statements and Exhibits

         (d)         Exhibits

         99.1 - Press release dated September 20, 2005.

                                    -3-
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:  September 20, 2005             /s/ J. Marvin Quin
                            ------------------------------------------
                                 Name:     J. Marvin Quin
                                 Title:    Senior Vice President
                                           and Chief Financial Officer

                                    -4-
Exhibit Index

            99.1 - Press release dated September 20, 2005.

                                    -5-