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): MAY 16, 2006

                                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 41011
            (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 230.425)

[ ]   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))

                                    -1-
<PAGE>



Item 5.03.  Amendments to Articles of Incorporation or Bylaws;
            Change in Fiscal Year

     The  Board  of  Directors  of  Ashland  Inc.  ("Ashland")   authorized
amendments  to  Ashland's  Second  Restated   Articles  of   Incorporation,
effective May 17, 2006, as described in Item 8.01.

Item 8.01.  Other Events

     The  Ashland  Inc.  Shareholder  Rights  Plan dated May 16,  1996 (the
"Rights  Plan") will expire  pursuant to its terms at the close of business
on May 16, 2006. The Rights Plan is between Ashland and National City Bank,
as successor  Rights  Agent.  Under the Rights Plan,  one  Preferred  Stock
Purchase  Right  to  purchase   one-thousandth  of  a  share  of  Series  A
Participating  Cumulative  Preferred  Stock (a  "Right")  accompanies  each
outstanding  share of Ashland's  Common Stock.  Upon the  expiration of the
Rights Plan, shares of Ashland's Common Stock will no longer be accompanied
by a Right.

     In a related  action,  Ashland's  Board of Directors (the "Board") has
authorized amendments to the Second Restated Articles of Incorporation (the
"Articles")   of  Ashland,   effective  May  17,  2006,  to  eliminate  the
designation   of,  and  all  references  to,  the  Series  A  Participating
Cumulative Preferred Stock as a result of the expiration of the Rights Plan
described above. In addition, the Board has authorized a restatement of the
Articles, as amended, in their entirety, effective May 17, 2006. The "Third
Restated  Articles  of  Incorporation  of Ashland  Inc." is  attached as an
exhibit hereto.


Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits

3(i)  Third Restated  Articles of Incorporation  of Ashland Inc.  effective
      May 17, 2006

                                    -2-
<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)



May 16, 2006                                  /s/ David L. Hausrath
                                              -----------------------------
                                              David L. Hausrath
                                              Senior Vice President,
                                              General Counsel and Secretary


                                    -3-
<PAGE>



                               EXHIBIT INDEX


3(i)  Third Restated  Articles of Incorporation  of Ashland Inc.  effective
      May 17, 2006

                                    -4-
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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": "06846724"}, "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): MAY 16, 2006

                                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 41011
            (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 230.425)

[ ]   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))

                                    -1-
Item 5.03.  Amendments to Articles of Incorporation or Bylaws;
            Change in Fiscal Year

     The  Board  of  Directors  of  Ashland  Inc.  ("Ashland")   authorized
amendments  to  Ashland's  Second  Restated   Articles  of   Incorporation,
effective May 17, 2006, as described in Item 8.01.

Item 8.01.  Other Events

     The  Ashland  Inc.  Shareholder  Rights  Plan dated May 16,  1996 (the
"Rights  Plan") will expire  pursuant to its terms at the close of business
on May 16, 2006. The Rights Plan is between Ashland and National City Bank,
as successor  Rights  Agent.  Under the Rights Plan,  one  Preferred  Stock
Purchase  Right  to  purchase   one-thousandth  of  a  share  of  Series  A
Participating  Cumulative  Preferred  Stock (a  "Right")  accompanies  each
outstanding  share of Ashland's  Common Stock.  Upon the  expiration of the
Rights Plan, shares of Ashland's Common Stock will no longer be accompanied
by a Right.

     In a related  action,  Ashland's  Board of Directors (the "Board") has
authorized amendments to the Second Restated Articles of Incorporation (the
"Articles")   of  Ashland,   effective  May  17,  2006,  to  eliminate  the
designation   of,  and  all  references  to,  the  Series  A  Participating
Cumulative Preferred Stock as a result of the expiration of the Rights Plan
described above. In addition, the Board has authorized a restatement of the
Articles, as amended, in their entirety, effective May 17, 2006. The "Third
Restated  Articles  of  Incorporation  of Ashland  Inc." is  attached as an
exhibit hereto.

Item 9.01.  Financial Statements and Exhibits

(d)   Exhibits

3(i)  Third Restated  Articles of Incorporation  of Ashland Inc.  effective
      May 17, 2006

                                    -2-
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)

May 16, 2006                                  /s/ David L. Hausrath
                                              -----------------------------
                                              David L. Hausrath
                                              Senior Vice President,
                                              General Counsel and Secretary

                                    -3-
EXHIBIT INDEX

3(i)  Third Restated  Articles of Incorporation  of Ashland Inc.  effective
      May 17, 2006

                                    -4-