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): August 18, 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 1.01. Entry into a Material Definitive Agreement

     Today, Ashland Inc. ("Ashland") announced that it entered into a stock
purchase  agreement  (the  "Agreement")  with  Oldcastle  Materials,   Inc.
("Oldcastle")  on  August  19,  2006,  pursuant  to which  Oldcastle  would
purchase  all issued and  outstanding  shares of common  stock in Ashland's
wholly owned subsidiary,  Ashland Paving And Construction,  Inc.  (together
with its  subsidiaries,  "APAC").  Ashland  announced  the  signing  of the
Agreement in a press release  issued on August 21, 2006,  which is attached
hereto as Exhibit 99.1 and  incorporated by reference  herein.  The parties
plan to close the transaction by the end of the month.

     The  purchase  price for APAC  under the  Agreement  is $1.30 billion,
subject to a post-closing  adjustment for any changes in specified  balance
sheet items (primarily  working capital  accounts) from September 30, 2005,
to the  closing  date.  Oldcastle's  obligations  under the  Agreement  are
guaranteed by Oldcastle's United States parent, Oldcastle, Inc.

     The  Agreement  includes  customary  representations,  warranties  and
covenants.   Breaches  of  such  provisions  would  be  subject  to  mutual
indemnification  obligations,  certain  of  which  would  be  limited  by a
deductible  and a cap on the amount of liability.  Ashland also would agree
to   indemnify   Oldcastle   for   liabilities   with  respect  to  certain
environmental  matters. A complete copy of the Agreement will be filed with
Ashland's Form 10-K for the fiscal year ending September 30, 2006, or after
closing but prior to the submission of that periodic report.

     Oldcastle  will be  responsible  for the  payment of any  post-closing
employment-related  liabilities  that arise under  severance  and retention
agreements that Ashland has entered into with certain employees,  including
the Retention and Severance  Letter  Agreement for APAC President Robert K.
Randolph,  entered  into on August 18,  2006,  which is attached  hereto as
Exhibit  10.1  and  provides  for  severance   payments  in  the  event  of
termination  and a retention  bonus of  $350,000  which would be payable by
Ashland in the event the transaction with Oldcastle failed to close.

     The parties have  received  clearance  for the  transaction  under the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  and  their  other
respective  obligations to close the  transaction  are subject to customary
conditions. The Agreement includes customary termination provisions and, in
any  event,  can be  terminated  if  closing  does not occur on or prior to
October 2, 2006.


Item 8.01. Other Items

     Today,  Ashland also announced in the press release referenced in Item
1.01  above  that,  at  the  company's  September  board  meeting,  Ashland
management   intends  to  recommend   to  its  board  of   directors   that
substantially  all of the net  after-tax  proceeds from the sale of APAC be
used to fund the completion of the existing share repurchase authorization,
an additional share repurchase  authorization  and a special cash dividend.
The aggregate share  repurchases under the existing  authorization  and, if
approved, the additional share repurchase authorization would be limited to
approximately  10 million

                                    -2-
<PAGE>

shares.  There can be no assurance  that the board of directors will accept
management's recommendation. Item 9.01. Financial Statements and Exhibits

  (d)   Exhibits

  10.1  Retention  and  Severance  Letter  Agreement for Robert K. Randolph
        entered into on August 18, 2006.

  99.1  Press Release dated August 21, 2006.


Forward-Looking Statements

     This report contains forward-looking  statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange  Act of  1934.  These  statements  include  those  that  refer  to
Ashland's   operating   performance   and   expectations   about  the  APAC
transaction, including those statements that refer to the expected benefits
of the transaction and  management's  recommendation  of anticipated use of
proceeds and expected benefits to Ashland's shareholders.  Although Ashland
believes its  expectations are based on reasonable  assumptions,  it cannot
assure the  expectations  reflected  herein  will be  achieved.  The risks,
uncertainties and assumptions  include the possibility that Ashland will be
unable to fully realize the benefits anticipated from the transaction,  the
possibility  that the transaction  may not close,  and other risks that are
described from time to time in the Securities and Exchange Commission (SEC)
reports of Ashland. Other factors and risks affecting Ashland are contained
in Ashland's  Form 10-K,  as amended,  for the fiscal year ended Sept.  30,
2005,  filed with the SEC and  available  on Ashland's  Investor  Relations
website at  www.ashland.com/investors  or the SEC's website at www.sec.gov.
Ashland  undertakes  no  obligation  to  subsequently  update or revise the
forward-looking  statements  made in this news release to reflect events or
circumstances after the date of this report.

                                    -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)


August 21, 2006                  /s/ J. Marvin Quin
                                -------------------------------------------
                                 J. Marvin Quin
                                 Senior Vice President
                                 and Chief Financial Officer


                                    -4-

<PAGE>


                               EXHIBIT INDEX

10.1   Retention  and  Severance  Letter  Agreement  for Robert K. Randolph
       entered into on August 18, 2006.

99.1   Press Release dated August 21, 2006.


                                    -5-
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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): August 18, 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 1.01. Entry into a Material Definitive Agreement

     Today, Ashland Inc. ("Ashland") announced that it entered into a stock
purchase  agreement  (the  "Agreement")  with  Oldcastle  Materials,   Inc.
("Oldcastle")  on  August  19,  2006,  pursuant  to which  Oldcastle  would
purchase  all issued and  outstanding  shares of common  stock in Ashland's
wholly owned subsidiary,  Ashland Paving And Construction,  Inc.  (together
with its  subsidiaries,  "APAC").  Ashland  announced  the  signing  of the
Agreement in a press release  issued on August 21, 2006,  which is attached
hereto as Exhibit 99.1 and  incorporated by reference  herein.  The parties
plan to close the transaction by the end of the month.

     The  purchase  price for APAC  under the  Agreement  is $1.30 billion,
subject to a post-closing  adjustment for any changes in specified  balance
sheet items (primarily  working capital  accounts) from September 30, 2005,
to the  closing  date.  Oldcastle's  obligations  under the  Agreement  are
guaranteed by Oldcastle's United States parent, Oldcastle, Inc.

     The  Agreement  includes  customary  representations,  warranties  and
covenants.   Breaches  of  such  provisions  would  be  subject  to  mutual
indemnification  obligations,  certain  of  which  would  be  limited  by a
deductible  and a cap on the amount of liability.  Ashland also would agree
to   indemnify   Oldcastle   for   liabilities   with  respect  to  certain
environmental  matters. A complete copy of the Agreement will be filed with
Ashland's Form 10-K for the fiscal year ending September 30, 2006, or after
closing but prior to the submission of that periodic report.

     Oldcastle  will be  responsible  for the  payment of any  post-closing
employment-related  liabilities  that arise under  severance  and retention
agreements that Ashland has entered into with certain employees,  including
the Retention and Severance  Letter  Agreement for APAC President Robert K.
Randolph,  entered  into on August 18,  2006,  which is attached  hereto as
Exhibit  10.1  and  provides  for  severance   payments  in  the  event  of
termination  and a retention  bonus of  $350,000  which would be payable by
Ashland in the event the transaction with Oldcastle failed to close.

     The parties have  received  clearance  for the  transaction  under the
Hart-Scott-Rodino  Antitrust  Improvements  Act of 1976,  and  their  other
respective  obligations to close the  transaction  are subject to customary
conditions. The Agreement includes customary termination provisions and, in
any  event,  can be  terminated  if  closing  does not occur on or prior to
October 2, 2006.

Item 8.01. Other Items

     Today,  Ashland also announced in the press release referenced in Item
1.01  above  that,  at  the  company's  September  board  meeting,  Ashland
management   intends  to  recommend   to  its  board  of   directors   that
substantially  all of the net  after-tax  proceeds from the sale of APAC be
used to fund the completion of the existing share repurchase authorization,
an additional share repurchase  authorization  and a special cash dividend.
The aggregate share  repurchases under the existing  authorization  and, if
approved, the additional share repurchase authorization would be limited to
approximately  10 million

                                    -2-
shares.  There can be no assurance  that the board of directors will accept
management's recommendation. Item 9.01. Financial Statements and Exhibits

  (d)   Exhibits

  10.1  Retention  and  Severance  Letter  Agreement for Robert K. Randolph
        entered into on August 18, 2006.

  99.1  Press Release dated August 21, 2006.

Forward-Looking Statements

     This report contains forward-looking  statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange  Act of  1934.  These  statements  include  those  that  refer  to
Ashland's   operating   performance   and   expectations   about  the  APAC
transaction, including those statements that refer to the expected benefits
of the transaction and  management's  recommendation  of anticipated use of
proceeds and expected benefits to Ashland's shareholders.  Although Ashland
believes its  expectations are based on reasonable  assumptions,  it cannot
assure the  expectations  reflected  herein  will be  achieved.  The risks,
uncertainties and assumptions  include the possibility that Ashland will be
unable to fully realize the benefits anticipated from the transaction,  the
possibility  that the transaction  may not close,  and other risks that are
described from time to time in the Securities and Exchange Commission (SEC)
reports of Ashland. Other factors and risks affecting Ashland are contained
in Ashland's  Form 10-K,  as amended,  for the fiscal year ended Sept.  30,
2005,  filed with the SEC and  available  on Ashland's  Investor  Relations
website at  www.ashland.com/investors  or the SEC's website at www.sec.gov.
Ashland  undertakes  no  obligation  to  subsequently  update or revise the
forward-looking  statements  made in this news release to reflect events or
circumstances after the date of this report.

                                    -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)

August 21, 2006                  /s/ J. Marvin Quin
                                -------------------------------------------
                                 J. Marvin Quin
                                 Senior Vice President
                                 and Chief Financial Officer

                                    -4-
EXHIBIT INDEX

10.1   Retention  and  Severance  Letter  Agreement  for Robert K. Randolph
       entered into on August 18, 2006.

99.1   Press Release dated August 21, 2006.

                                    -5-