As filed with the Securities and Exchange Commission on August 24, 1995
                                                          Registration No. 33-
   ===========================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549
                                    -------------
                                      Form S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                    -------------
                                     ASHLAND INC.
               (Exact name of registrant as specified in its charter)

                 Kentucky                        61-0122250
      (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)         Identification No.)

            1000 Ashland Drive                  P.O. Box 391
          Russell, Kentucky 41169         Ashland, Kentucky  41114
           (Address of Principal              (Mailing Address)
            Executive Offices)

                                    ASHLAND INC.
                             DEFERRED COMPENSATION PLAN
                              (Full title of the Plan)

                                  Thomas L. Feazell
                Senior Vice President, General Counsel and Secretary
                                    Ashland Inc.
                                 1000 Ashland Drive
                               Russell, Kentucky 41169
                       (Name and address of agent for service)

                                   (606) 329-3333
                       (Telephone number of agent for service)


                                  _________________

                           CALCULATION OF REGISTRATION FEE
   _____________________________________________________________________________

                                       Proposed       Proposed
         Title of                      Maximum        Maximum
        Securities         Amount      Offering      Aggregate    Amount of
          to be            to be       Price Per     Offering    Registration
        Registered        Registered   Share (1)(2)  Price (1)(2)     Fee
   _____________________________________________________________________________

   Common Stock, par value
     $1.00 per share       500,000      $34.0625     $1,703,125    $5,873
                           shares

   (1) In accordance with Rule 457 under the Securities Act of 1933, calculated
       on the basis of $34.0625 per share of Common Stock which was the average
       of the high and low prices on the New York Stock Exchange -- Composite
       Tape on August 21, 1995.

   (2) Estimated solely for the purpose of determining the registration fee.

   =============================================================================
<PAGE>
                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
 
     The  following  documents,  filed  with the  Securities  and  Exchange
Commission  (the  "Commission")  pursuant  to  Section  13 or  15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (File No. 1-2918), are
hereby incorporated by reference into this Prospectus:
 
          (i) Ashland Oil, Inc.'s (now Ashland Inc., hereinafter "Ashland")
Annual Report on Form 10-K for the fiscal year ended September 30, 1994;

          (ii)  Ashland's  Quarterly  Report on Form  10-Q for the  quarter
ended December 31, 1994;

          (iii) Ashland's Quarterly Report on Form 10-QA for the quarter
ended December 31, 1994;

          (iv)  Ashland's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1995;

          (v)   Ashland's  Quarterly  Report on Form  10-Q for the  quarter
ended June 30, 1995;

         (vi) the  description of Ashland's  Common Stock,  par value $1.00
per share, set forth in the  Registration  Statement on Form 10, as amended
in its  entirety  by the Form 8 filed  with the  Commission  on May 1, 1983
("Registration Statement on Form 10, as amended"); and

         (vii) the description of Ashland's  Rights to Purchase  Cumulative
Preferred Stock, Series of 1987, set forth in the Registration Statement on
Form 8-A dated May 29,  1986 (as  amended by the Forms 8 dated  February 5,
1987 and September 21, 1989).

     In addition,  all  documents  hereafter  filed with the  Commission by
Ashland  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities  offered have been sold or which  deregisters all securities
remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of
such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock  offered  hereby has been passed upon
by Thomas L. Feazell,  Esq.,  Senior Vice  President,  General  Counsel and
Secretary of Ashland. Mr. Feazell owns beneficially 78,461 shares of Common
Stock and 200 shares of Ashland  $3.125  Cumulative  Convertible  Preferred
Stock.

     The  consolidated   financial  statements  and  schedules  of  Ashland
appearing or  incorporated  by reference in Ashland's  Annual  Report (Form
10-K) for the year ended  September 30, 1994,  have been audited by Ernst &
Young  LLP,  independent  auditors,  as set forth in their  report  thereon
included therein and incorporated  herein by reference.  Such  consolidated
financial statements and schedules are, and audited consolidated  financial
statements  and schedules to be included in  subsequently  filed  documents
will be,  incorporated herein in reliance upon the reports of Ernst & Young
LLP pertaining to such audited financial  statements (to the extent covered
by consents  filed with the  Commission)  given upon the  authority of such
firm as experts in accounting and auditing.


                                    II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.

     Sections  271B.8-500 through 580 of the Kentucky Business  Corporation
Act contain  detailed  provisions  for  indemnification  of  directors  and
officers of Kentucky  corporations  against  judgments,  penalties,  fines,
settlements and reasonable  expenses in connection with  litigation.  Under
Kentucky law, the provisions of a company's articles and by-laws may govern
the   indemnification   of   officers   and   directors   in  lieu  of  the
indemnification  provided for by statute.  Ashland has elected to indemnify
its officers and directors pursuant to Articles,  its By-laws,  as amended,
and by contract  rather than to have such  indemnification  governed by the
statutory provisions.

     Article X of Ashland's Articles permits, but does not require, Ashland
to indemnify its  directors,  officers and employees to the fullest  extent
permitted by law. Ashland's By-laws require indemnification of officers and
employees  of Ashland and its  subsidiaries  under  certain  circumstances.
Ashland  has  entered  into  indemnification  contracts  with  each  of its
directors that require  indemnification  to the fullest extent permitted by
law, subject to certain exceptions and limitations.

     Ashland has  purchased  insurance  which  insures  (subject to certain
terms and conditions,  exclusions and deductibles)  Ashland against certain
costs which it might be required  to pay by way of  indemnification  of its
directors  or  officers  under its  Articles  or  By-laws,  indemnification
agreements or otherwise and protects individual directors and officers from
certain  losses for which  they might not be  indemnified  by  Ashland.  In
addition, Ashland has purchased insurance which provides liability coverage
(subject to certain terms and conditions,  exclusions and  deductibles) for
amounts which Ashland, or the fiduciaries under its employee benefit plans,
which may include its directors,  officers and employees, might be required
to pay as a result of a breach of fiduciary duty.


Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     4      Ashland  Inc.  Deferred   Compensation  Plan  (incorporated  by
            reference  to Exhibit  10.20 to Ashland's  Quarterly  Report on
            Form 10-Q for the  quarter  ended  December  31, 1994 (File No.
            1-2918)).

     5      Opinion of Thomas L. Feazell, Esq.

     23.1   Consent of Ernst & Young LLP.

     23.2   Consent of Thomas L. Feazell, Esq. (included as part of Exhibit
            5).

     24(a)  Power  of  Attorney.

     24(b)  Certified copy of resolutions  of the  Board  of Directors.


Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement;

          (i) to include any prospectus required by Section 10(a)(3) of the
Securities  Act of 1933  (the  "Securities  Act")  unless  the  information
required to be included in such  post-effective  amendment  is contained in


                                     II-2

<PAGE>
periodic  reports  filed  with  or  furnished  to  the  Commission  by  the
Registrant  pursuant  to Section 13 or Section 15 (d) of the  Exchange  Act
that are incorporated by reference in the registration statement;

          (ii) to reflect  in the  prospectus  any facts or events  arising
after the effective date of the registration  statement (or the most recent
post-effective amendment thereof) which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in the
registration  statement  unless the information  required to be included in
such post-effective amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement; and

          (iii) to include any  material  information  with  respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

     (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein, and
the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
any  of  the  securities  being  registered  which  remain  unsold  at  the
termination of the offering.

     The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under the  Securities  Act, each filing of the
Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Exchange  Act  that  is  incorporated  by  reference  in  the  registration
statement shall be deemed to be a new  registration  statement  relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise,  the  Registrant  has been  advised  that in the  opinion of the
Commission  such  indemnification  is against public policy as expressed in
the Securities Act and is,  therefore,  unenforceable.  In the event that a
claim for indemnification  against such liabilities (other than the payment
by the  Registrant of expenses  incurred or paid by a director,  officer or
controlling  person of the  Registrant  in the  successful  defense  of any
action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling person in connection with the securities being registered,  the
Registrant  will,  unless in the opinion of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question  whether such  indemnification  by it is against
public  policy as expressed in the  Securities  Act and will be governed by
the final adjudication of such issue.

                                    II-3
<PAGE>


                                SIGNATURES

     The  Registrant.  Pursuant to the  requirements of the Securities Act,
the registrant  certifies that it has reasonable grounds to believe that it
meets all of 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 Russell  and  Commonwealth  of
Kentucky on August 24, 1995.

                                           ASHLAND INC. 


                                           By: /s/ James G. Stephenson
                                              ----------------------------
                                               Vice President - Law


     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 24, 1995.

               
           John R. Hall *
   __________________________________   Chairman of the Board of Directors,
                                        Chief Executive Officer and Director


          Paul W. Chellgren *
   __________________________________   President, Chief Operating 
                                        Officer and Director


            J. Marvin Quin *
   __________________________________   Chief Financial Officer 
                                        and Senior Vice President


           Kenneth L. Aulen *
   __________________________________   Administrative Vice President,
                                        Controller and Principal 
                                        Accounting Officer
          

           Jack S. Blanton *
   __________________________________   Director


           Thomas E. Bolger *
   __________________________________   Director


           Samuel C. Butler *
   __________________________________   Director


         Frank C. Carlucci *    
   __________________________________   Director


           James B. Farley *
   __________________________________   Director


         Ralph E. Gomory * 
   __________________________________   Director


         Mannie L. Jackson *
   __________________________________   Director


         Patrick F. Noonan *
   __________________________________   Director


         Jane C. Pfeiffer *
   __________________________________   Director


         James R. Rinehart *
   __________________________________   Director


       William L. Rouse, Jr. *
   __________________________________   Director


        Robert B. Stobaugh *
   __________________________________   Director



   * By: /s/   James G. Stephenson
         ----------------------------
           James G. Stephenson
           Attorney-in-fact

   August 24, 1995

     *  Original  powers of  attorney  authorizing  John R.  Hall,  Paul W.
Chellgren,  Thomas L. Feazell,  James G. Stephenson,  and David L. Hausrath
and each of them, to sign the Registration Statement and amendments thereto
on behalf of the  above-mentioned  directors and officers of the Registrant
have been filed  with the  Commission  as  Exhibit 24 to this  Registration
Statement.


                                   II-5

<PAGE>



                               EXHIBIT INDEX



         Exhibit
           No.                             Description
         --------                   ---------------------------

           4           Ashland Inc. Deferred Compensation Plan (incorporated
                       by reference to Exhibit 10.20 to Ashland's Quarterly
                       Report on Form 10-Q for the quarter ended December 31,
                       1994  (File No. 1-2918)).

           5           Opinion of Thomas L. Feazell, Esq.

           23.1        Consent of Ernst & Young LLP.

           23.2        Consent of Thomas L. Feazell, Esq. (included as part
                       of Exhibit 5).

           24(a)       Power of Attorney

           24(b)       Certified copy of resolutions of the Board of Directors.



                                      II-6
[{"type": "S-8", "sequence": "1", "description": "S-8 DATED AUGUST 24, 1995 - ASHLAND INC.", "secsgml_size_bytes": 16908}]
As filed with the Securities and Exchange Commission on August 24, 1995
                                                          Registration No. 33-
   ===========================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549
                                    -------------
                                      Form S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                    -------------
                                     ASHLAND INC.
               (Exact name of registrant as specified in its charter)

                 Kentucky                        61-0122250
      (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)         Identification No.)

            1000 Ashland Drive                  P.O. Box 391
          Russell, Kentucky 41169         Ashland, Kentucky  41114
           (Address of Principal              (Mailing Address)
            Executive Offices)

                                    ASHLAND INC.
                             DEFERRED COMPENSATION PLAN
                              (Full title of the Plan)

                                  Thomas L. Feazell
                Senior Vice President, General Counsel and Secretary
                                    Ashland Inc.
                                 1000 Ashland Drive
                               Russell, Kentucky 41169
                       (Name and address of agent for service)

                                   (606) 329-3333
                       (Telephone number of agent for service)

                                  _________________

                           CALCULATION OF REGISTRATION FEE
   _____________________________________________________________________________

                                       Proposed       Proposed
         Title of                      Maximum        Maximum
        Securities         Amount      Offering      Aggregate    Amount of
          to be            to be       Price Per     Offering    Registration
        Registered        Registered   Share (1)(2)  Price (1)(2)     Fee
   _____________________________________________________________________________

   Common Stock, par value
     $1.00 per share       500,000      $34.0625     $1,703,125    $5,873
                           shares

   (1) In accordance with Rule 457 under the Securities Act of 1933, calculated
       on the basis of $34.0625 per share of Common Stock which was the average
       of the high and low prices on the New York Stock Exchange -- Composite
       Tape on August 21, 1995.

   (2) Estimated solely for the purpose of determining the registration fee.

   =============================================================================
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.
 
     The  following  documents,  filed  with the  Securities  and  Exchange
Commission  (the  "Commission")  pursuant  to  Section  13 or  15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (File No. 1-2918), are
hereby incorporated by reference into this Prospectus:
 
          (i) Ashland Oil, Inc.'s (now Ashland Inc., hereinafter "Ashland")
Annual Report on Form 10-K for the fiscal year ended September 30, 1994;

          (ii)  Ashland's  Quarterly  Report on Form  10-Q for the  quarter
ended December 31, 1994;

          (iii) Ashland's Quarterly Report on Form 10-QA for the quarter
ended December 31, 1994;

          (iv)  Ashland's  Quarterly  Report on Form 10-Q for the  quarter
ended March 31, 1995;

          (v)   Ashland's  Quarterly  Report on Form  10-Q for the  quarter
ended June 30, 1995;

         (vi) the  description of Ashland's  Common Stock,  par value $1.00
per share, set forth in the  Registration  Statement on Form 10, as amended
in its  entirety  by the Form 8 filed  with the  Commission  on May 1, 1983
("Registration Statement on Form 10, as amended"); and

         (vii) the description of Ashland's  Rights to Purchase  Cumulative
Preferred Stock, Series of 1987, set forth in the Registration Statement on
Form 8-A dated May 29,  1986 (as  amended by the Forms 8 dated  February 5,
1987 and September 21, 1989).

     In addition,  all  documents  hereafter  filed with the  Commission by
Ashland  pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that
all securities  offered have been sold or which  deregisters all securities
remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of
such documents.

Item 4.  Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     The validity of the Common Stock  offered  hereby has been passed upon
by Thomas L. Feazell,  Esq.,  Senior Vice  President,  General  Counsel and
Secretary of Ashland. Mr. Feazell owns beneficially 78,461 shares of Common
Stock and 200 shares of Ashland  $3.125  Cumulative  Convertible  Preferred
Stock.

     The  consolidated   financial  statements  and  schedules  of  Ashland
appearing or  incorporated  by reference in Ashland's  Annual  Report (Form
10-K) for the year ended  September 30, 1994,  have been audited by Ernst &
Young  LLP,  independent  auditors,  as set forth in their  report  thereon
included therein and incorporated  herein by reference.  Such  consolidated
financial statements and schedules are, and audited consolidated  financial
statements  and schedules to be included in  subsequently  filed  documents
will be,  incorporated herein in reliance upon the reports of Ernst & Young
LLP pertaining to such audited financial  statements (to the extent covered
by consents  filed with the  Commission)  given upon the  authority of such
firm as experts in accounting and auditing.

                                    II-1
Item 6. Indemnification of Directors and Officers.

     Sections  271B.8-500 through 580 of the Kentucky Business  Corporation
Act contain  detailed  provisions  for  indemnification  of  directors  and
officers of Kentucky  corporations  against  judgments,  penalties,  fines,
settlements and reasonable  expenses in connection with  litigation.  Under
Kentucky law, the provisions of a company's articles and by-laws may govern
the   indemnification   of   officers   and   directors   in  lieu  of  the
indemnification  provided for by statute.  Ashland has elected to indemnify
its officers and directors pursuant to Articles,  its By-laws,  as amended,
and by contract  rather than to have such  indemnification  governed by the
statutory provisions.

     Article X of Ashland's Articles permits, but does not require, Ashland
to indemnify its  directors,  officers and employees to the fullest  extent
permitted by law. Ashland's By-laws require indemnification of officers and
employees  of Ashland and its  subsidiaries  under  certain  circumstances.
Ashland  has  entered  into  indemnification  contracts  with  each  of its
directors that require  indemnification  to the fullest extent permitted by
law, subject to certain exceptions and limitations.

     Ashland has  purchased  insurance  which  insures  (subject to certain
terms and conditions,  exclusions and deductibles)  Ashland against certain
costs which it might be required  to pay by way of  indemnification  of its
directors  or  officers  under its  Articles  or  By-laws,  indemnification
agreements or otherwise and protects individual directors and officers from
certain  losses for which  they might not be  indemnified  by  Ashland.  In
addition, Ashland has purchased insurance which provides liability coverage
(subject to certain terms and conditions,  exclusions and  deductibles) for
amounts which Ashland, or the fiduciaries under its employee benefit plans,
which may include its directors,  officers and employees, might be required
to pay as a result of a breach of fiduciary duty.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     4      Ashland  Inc.  Deferred   Compensation  Plan  (incorporated  by
            reference  to Exhibit  10.20 to Ashland's  Quarterly  Report on
            Form 10-Q for the  quarter  ended  December  31, 1994 (File No.
            1-2918)).

     5      Opinion of Thomas L. Feazell, Esq.

     23.1   Consent of Ernst & Young LLP.

     23.2   Consent of Thomas L. Feazell, Esq. (included as part of Exhibit
            5).

     24(a)  Power  of  Attorney.

     24(b)  Certified copy of resolutions  of the  Board  of Directors.

Item 9. Undertakings.

     The undersigned Registrant hereby undertakes:

     (1) To file,  during  any  period  in which  offers or sales are being
made, a post-effective amendment to this registration statement;

          (i) to include any prospectus required by Section 10(a)(3) of the
Securities  Act of 1933  (the  "Securities  Act")  unless  the  information
required to be included in such  post-effective  amendment  is contained in

                                     II-2
periodic  reports  filed  with  or  furnished  to  the  Commission  by  the
Registrant  pursuant  to Section 13 or Section 15 (d) of the  Exchange  Act
that are incorporated by reference in the registration statement;

          (ii) to reflect  in the  prospectus  any facts or events  arising
after the effective date of the registration  statement (or the most recent
post-effective amendment thereof) which,  individually or in the aggregate,
represent  a  fundamental  change  in  the  information  set  forth  in the
registration  statement  unless the information  required to be included in
such post-effective amendment is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference in the registration statement; and

          (iii) to include any  material  information  with  respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

     (2) That,  for the  purpose of  determining  any  liability  under the
Securities Act, each such post-effective  amendment shall be deemed to be a
new registration  statement relating to the securities offered therein, and
the  offering  of such  securities  at that time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment
any  of  the  securities  being  registered  which  remain  unsold  at  the
termination of the offering.

     The undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under the  Securities  Act, each filing of the
Registrant's  annual  report  pursuant  to  Section  13(a)  or 15(d) of the
Exchange  Act  that  is  incorporated  by  reference  in  the  registration
statement shall be deemed to be a new  registration  statement  relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

     Insofar  as   indemnification   for  liabilities   arising  under  the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise,  the  Registrant  has been  advised  that in the  opinion of the
Commission  such  indemnification  is against public policy as expressed in
the Securities Act and is,  therefore,  unenforceable.  In the event that a
claim for indemnification  against such liabilities (other than the payment
by the  Registrant of expenses  incurred or paid by a director,  officer or
controlling  person of the  Registrant  in the  successful  defense  of any
action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling person in connection with the securities being registered,  the
Registrant  will,  unless in the opinion of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question  whether such  indemnification  by it is against
public  policy as expressed in the  Securities  Act and will be governed by
the final adjudication of such issue.

                                    II-3
SIGNATURES

     The  Registrant.  Pursuant to the  requirements of the Securities Act,
the registrant  certifies that it has reasonable grounds to believe that it
meets all of 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 Russell  and  Commonwealth  of
Kentucky on August 24, 1995.

                                           ASHLAND INC. 

                                           By: /s/ James G. Stephenson
                                              ----------------------------
                                               Vice President - Law

     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 24, 1995.

               
           John R. Hall *
   __________________________________   Chairman of the Board of Directors,
                                        Chief Executive Officer and Director

          Paul W. Chellgren *
   __________________________________   President, Chief Operating 
                                        Officer and Director

            J. Marvin Quin *
   __________________________________   Chief Financial Officer 
                                        and Senior Vice President

           Kenneth L. Aulen *
   __________________________________   Administrative Vice President,
                                        Controller and Principal 
                                        Accounting Officer
          

           Jack S. Blanton *
   __________________________________   Director

           Thomas E. Bolger *
   __________________________________   Director

           Samuel C. Butler *
   __________________________________   Director

         Frank C. Carlucci *    
   __________________________________   Director

           James B. Farley *
   __________________________________   Director

         Ralph E. Gomory * 
   __________________________________   Director

         Mannie L. Jackson *
   __________________________________   Director

         Patrick F. Noonan *
   __________________________________   Director

         Jane C. Pfeiffer *
   __________________________________   Director

         James R. Rinehart *
   __________________________________   Director

       William L. Rouse, Jr. *
   __________________________________   Director

        Robert B. Stobaugh *
   __________________________________   Director

   * By: /s/   James G. Stephenson
         ----------------------------
           James G. Stephenson
           Attorney-in-fact

   August 24, 1995

     *  Original  powers of  attorney  authorizing  John R.  Hall,  Paul W.
Chellgren,  Thomas L. Feazell,  James G. Stephenson,  and David L. Hausrath
and each of them, to sign the Registration Statement and amendments thereto
on behalf of the  above-mentioned  directors and officers of the Registrant
have been filed  with the  Commission  as  Exhibit 24 to this  Registration
Statement.

                                   II-5
EXHIBIT INDEX

         Exhibit
           No.                             Description
         --------                   ---------------------------

           4           Ashland Inc. Deferred Compensation Plan (incorporated
                       by reference to Exhibit 10.20 to Ashland's Quarterly
                       Report on Form 10-Q for the quarter ended December 31,
                       1994  (File No. 1-2918)).

           5           Opinion of Thomas L. Feazell, Esq.

           23.1        Consent of Ernst & Young LLP.

           23.2        Consent of Thomas L. Feazell, Esq. (included as part
                       of Exhibit 5).

           24(a)       Power of Attorney

           24(b)       Certified copy of resolutions of the Board of Directors.

                                      II-6