As filed with the Securities and Exchange Commission on August 14, 1997
                                                        Registration No. 333-
   ===========================================================================

                         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.
                             1997 STOCK INCENTIVE 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(3)    3,212,000   $51.187      $164,412,644    $49,822
                           shares

   (1) In  accordance  with  Rule 457  under  the  Securities  Act of 1933,
       calculated  on the basis of $51.187 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 11, 1997.

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

   (3) One Right to purchase one-thousandth of a share of Series A Partici-
       pating Cumulative Preferred Stock accompanies each share of Common
       Stock, par value $1.00 per share.

   =============================================================================
<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 registration statement:

    (i)  Ashland Inc.'s (hereinafter  "Ashland") Annual Report on Form 10-K
         for the fiscal year ended September 30, 1996;

   (ii)  Ashland's  Quarterly  Report  on Form 10-Q for the  quarter  ended
         December 31, 1996;

  (iii)  Ashland's  Quarterly  Report  on Form 10-Q for the  quarter  ended
         March 31, 1997;

   (iv)  Ashland's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997;

    (v)  Ashland's Report on Form 8-K dated November 14, 1996

   (vi)  Ashland's Report on Form 8-K dated December 9, 1996;

  (vii)  Ashland's Report on Form 8-K dated January 28, 1997;

 (viii)  Ashland's Report on Form 8-K dated January 30, 1997;

   (ix)  Ashland's Report on Form 8-K dated May 21, 1997;

    (x)  Ashland's Report on Form 8-K dated July 2, 1997;

   (xi)  the  description  of Ashland's  Common Stock,  par value $1.00 per
         share, set forth in the Rights Agreement, dated May 16, 1996, together 
         with Form of Right Certificate filed as Exhibits 4(a) and 4(c), 
         respectively, to Ashland's Form 8-A filed with the Commission on 
         May 16, 1996; and

  (xii) the   description  of  Ashland's   Rights  to  Purchase  Series  A
        Participating  Cumulative  Preferred  Stock,  set forth in the 
        Registration Statement on Form 8-A dated May 16, 1996.

     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.

<PAGE>

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  109,431  shares of
Common Stock.

     The  consolidated   financial   statements  and  schedule  of  Ashland
appearing and  incorporated  by reference in Ashland's  Annual Report (Form
10-K) for the year ended  September 30, 1996,  have been audited by Ernst &
Young LLP,  independent  auditors,  as set forth in their  reports  thereon
included therein and incorporated  herein by reference.  Such  consolidated
financial statements and schedule are, and audited  consolidated  financial
statements and schedule to be included in subsequently filed documents will
be,  incorporated  herein in reliance upon the reports of Ernst & Young LLP
pertaining to such 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.


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. 1997 Stock Incentive Plan  (incorporated by reference
         to Exhibit  10.18 to Ashland's  Quarterly  Report on Form 10-Q for
         the quarter ended December 31, 1996 (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
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.


<PAGE>


                                SIGNATURES

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 14, 1997.

                                        ASHLAND INC.


                              By:   /s/ Thomas L. Feazell
                                   ----------------------------------------
                                       Thomas L. Feazell
                                       Senior Vice President, General 
                                       Counsel and Secretary



      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 14, 1997.

          Signature                                Title


    Paul W. Chellgren *       Chairman of the Board and Chief Executive Officer
    -----------------------

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


    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
    -----------------------


    Michael D. Rose *         Director
    -----------------------


    William L. Rouse, Jr. *   Director
    -----------------------


    Robert B. Stobaugh *      Director
    -----------------------



* By:  /s/   Thomas L. Feazell
      --------------------------
       Thomas L. Feazell
       Attorney-in-fact

August 14, 1997

     * Original powers of attorney authorizing 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(a) to this Registration Statement.

<PAGE>


                               EXHIBIT INDEX



Exhibit
  No.                          Description


   4      Ashland Inc.  1997 Stock  Incentive  Plan  (incorporated  by 
          reference to Exhibit  10.18 to Ashland's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1996
         (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.
[{"type": "S-8", "sequence": "1", "description": "S-8 DATED AUGUST 14, 1997 - ASHLAND INC.", "secsgml_size_bytes": 16369}]
{"company-data": {"conformed-name": "ASHLAND INC", "cik": "0000007694", "assigned-sic": "2911", "irs-number": "610122250", "state-of-incorporation": "KY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33617", "film-number": "97662369"}, "business-address": {"street1": "1000 ASHLAND DRIVE", "city": "RUSSELL", "state": "KY", "zip": "41169", "phone": "6063293333"}, "mail-address": {"street1": "P O BOX 391", "city": "ASHLAND", "state": "KY", "zip": "41101"}, "former-company": [{"former-conformed-name": "ASHLAND OIL INC", "date-changed": "19920703"}, {"former-conformed-name": "ASHLAND OIL & REFINING CO", "date-changed": "19700806"}]}
As filed with the Securities and Exchange Commission on August 14, 1997
                                                        Registration No. 333-
   ===========================================================================

                         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.
                             1997 STOCK INCENTIVE 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(3)    3,212,000   $51.187      $164,412,644    $49,822
                           shares

   (1) In  accordance  with  Rule 457  under  the  Securities  Act of 1933,
       calculated  on the basis of $51.187 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 11, 1997.

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

   (3) One Right to purchase one-thousandth of a share of Series A Partici-
       pating Cumulative Preferred Stock accompanies each share of Common
       Stock, par value $1.00 per share.

   =============================================================================
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 registration statement:

    (i)  Ashland Inc.'s (hereinafter  "Ashland") Annual Report on Form 10-K
         for the fiscal year ended September 30, 1996;

   (ii)  Ashland's  Quarterly  Report  on Form 10-Q for the  quarter  ended
         December 31, 1996;

  (iii)  Ashland's  Quarterly  Report  on Form 10-Q for the  quarter  ended
         March 31, 1997;

   (iv)  Ashland's Quarterly Report on Form 10-Q for the quarter ended June
         30, 1997;

    (v)  Ashland's Report on Form 8-K dated November 14, 1996

   (vi)  Ashland's Report on Form 8-K dated December 9, 1996;

  (vii)  Ashland's Report on Form 8-K dated January 28, 1997;

 (viii)  Ashland's Report on Form 8-K dated January 30, 1997;

   (ix)  Ashland's Report on Form 8-K dated May 21, 1997;

    (x)  Ashland's Report on Form 8-K dated July 2, 1997;

   (xi)  the  description  of Ashland's  Common Stock,  par value $1.00 per
         share, set forth in the Rights Agreement, dated May 16, 1996, together 
         with Form of Right Certificate filed as Exhibits 4(a) and 4(c), 
         respectively, to Ashland's Form 8-A filed with the Commission on 
         May 16, 1996; and

  (xii) the   description  of  Ashland's   Rights  to  Purchase  Series  A
        Participating  Cumulative  Preferred  Stock,  set forth in the 
        Registration Statement on Form 8-A dated May 16, 1996.

     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  109,431  shares of
Common Stock.

     The  consolidated   financial   statements  and  schedule  of  Ashland
appearing and  incorporated  by reference in Ashland's  Annual Report (Form
10-K) for the year ended  September 30, 1996,  have been audited by Ernst &
Young LLP,  independent  auditors,  as set forth in their  reports  thereon
included therein and incorporated  herein by reference.  Such  consolidated
financial statements and schedule are, and audited  consolidated  financial
statements and schedule to be included in subsequently filed documents will
be,  incorporated  herein in reliance upon the reports of Ernst & Young LLP
pertaining to such 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.

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. 1997 Stock Incentive Plan  (incorporated by reference
         to Exhibit  10.18 to Ashland's  Quarterly  Report on Form 10-Q for
         the quarter ended December 31, 1996 (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
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.
SIGNATURES

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 14, 1997.

                                        ASHLAND INC.

                              By:   /s/ Thomas L. Feazell
                                   ----------------------------------------
                                       Thomas L. Feazell
                                       Senior Vice President, General 
                                       Counsel and Secretary

      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 14, 1997.

          Signature                                Title

    Paul W. Chellgren *       Chairman of the Board and Chief Executive Officer
    -----------------------

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

    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
    -----------------------

    Michael D. Rose *         Director
    -----------------------

    William L. Rouse, Jr. *   Director
    -----------------------

    Robert B. Stobaugh *      Director
    -----------------------

* By:  /s/   Thomas L. Feazell
      --------------------------
       Thomas L. Feazell
       Attorney-in-fact

August 14, 1997

     * Original powers of attorney authorizing 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(a) to this Registration Statement.
EXHIBIT INDEX

Exhibit
  No.                          Description

   4      Ashland Inc.  1997 Stock  Incentive  Plan  (incorporated  by 
          reference to Exhibit  10.18 to Ashland's  Quarterly
          Report on Form 10-Q for the quarter ended December 31, 1996
         (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.