As filed with the Securities and Exchange Commission on February 2, 1994

                                                          Registration No. 33-
   ===========================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549
                                    -------------
                                      Form S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                    -------------
                                  ASHLAND OIL, 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 OIL, INC.
                 DEFERRED COMPENSATION AND STOCK INCENTIVE PLAN FOR
                               NON-EMPLOYEE DIRECTORS
                              (Full title of the Plan)

                                  Thomas L. Feazell
                Senior Vice President, General Counsel and Secretary
                                  Ashland Oil, 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      $37.3125     $18,656,250    $6,434
                           shares

   (1) In accordance with Rule 457 under the Securities Act of 1933, calculated
       on the basis of $37.3125 per share of Common Stock which was the average
       of the high and low prices on the New York Stock Exchange -- Composite
       Tape on January 31, 1994.
   (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.

     There are incorporated herein by reference the following documents and
   material heretofore  filed with  the Securities  and Exchange  Commission
   (the "Commission")  pursuant to  Section 13  or 15(d)  of the  Securities
   Exchange Act, as amended (the "Exchange Act") (File No. 1-2918):

     (a)  Annual  Report on Form 10-K (as amended by Form 10-K/A, Amendment
   No. 1) of Ashland  Oil, Inc. ("Ashland" or the "Company") for the  fiscal
   year ended September 30, 1993 ("Form 10-K/A");

     (b)  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 amendment dated May 5, 1983; and

     (c)  The description  of the  Rights to Purchase  Cumulative Preferred
   Stock, Series of 1987, set forth  in Ashland's Registration Statement  on
   Form  8-A dated  May 29, 1986,  as amended by  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,  Senior  Vice  President,  General  Counsel  and
   Secretary  of Ashland.   Mr. Feazell  owns beneficially  56,431 shares of
   Common Stock  (including  37,600 shares  of  Common  Stock which  may  be
   acquired upon the exercise  of currently outstanding  stock options)  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  the  Form 10-K/A  have been
   audited by  Ernst & Young,  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  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 Revised  Statutes
   contain  detailed  provisions   for  indemnification  of  directors   and
   officers  of Kentucky  corporations against  judgments, penalties, fines,
   settlements and reasonable expenses in connection with litigation.   Such
   statutory  provisions are not  exclusive of any rights to indemnification
   granted under the  Second Restated Articles  of Incorporation of Ashland,
   as  amended (the  "Articles"), Ashland's  By-laws,  as amended  (the "By-
   laws"), indemnification agreements or otherwise.

     Article X of Ashland's Articles permits, but does not require, Ashland
   to indemnify directors, officers and employees  of Ashland to the fullest
   extent permitted by law.  The  By-laws of Ashland 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  Ashland  might  be  required  to  pay  by  way  of
   indemnification to  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  Ashland's  employee  benefit  plans,  which  may
   include directors,  officers and employees  of Ashland, 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(a).   Ashland Oil, Inc. Deferred Compensation and Stock Incentive
             Plan for Non-Employee Directors.

     4(b).   Second Restated Articles of Incorporation, as amended, of
             Ashland (filed as Exhibit 3.1 to Ashland's Form 10-K for the
             fiscal year ended September 30, 1990 and as amended by
             Exhibit 4 to Ashland's Form 8-K dated May 19, 1993 and
             incorporated herein by reference).

     5.      Opinion of Counsel, including Counsel's consent, concerning
             securities registered hereunder.

     23(a).  Consent of Ernst & Young, independent auditors.

     23(b).  Consent of Thomas L. Feazell (included as part of Exhibit 5).

     24(a).  Power of Attorney.

     24(b).  Certified Copy of Board of Directors' Resolution.

   Item 9.  Undertakings.

     (a)  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");  (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; (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;  provided, however, that subparagraphs (i) and (ii), above, do
   not apply if the information required to be included  in a post-effective
   amendment by those subparagraphs is  contained in periodic  reports filed
   by  the registrant pursuant  to Section  13 or 15(d) of  the Exchange Act
   that are incorporated by reference 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.

     (b)  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 (and, where applicable, each  filing of an employee  benefit
   plan's annual report  pursuant to Section 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.

     (c)  Insofar  as  indemnification for  liabilities  arising under  the
   Securities  Act may  be permitted to directors,  officers and controlling
   persons of Ashland  pursuant to  the foregoing provisions, or  otherwise,
   Ashland  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,
   Ashland 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

     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 this 2nd day of February, 1994.

                                      ASHLAND OIL, INC.
                                       (Registrant)

                                        __________________________________
                                        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 and on the date indicated.

       Signature and Title

           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

                                                      Thomas L. Feazell
         Frank C. Carluci *                 *By:__________________________
   __________________________________                Thomas L. Feazell
              Director                             Senior Vice President,
                                                      General Counsel
                                                       and Secretary
           James B. Farley *                         (Attorney-in-fact)
   __________________________________
              Director                           Date:  February 2, 1994  


       Edmund B. Fitzgerald *
   __________________________________
              Director


         Ralph E. Gomory * 
   __________________________________
              Director


         Patrick F. Noonan *
   __________________________________
              Director


         Jane C. Pfeiffer *
   __________________________________
              Director


         James R. Rinehart *
   __________________________________
              Director


          Michael D. Rose *
   __________________________________
              Director


       William L. Rouse, Jr. *
   __________________________________
              Director


        Robert B. Stobaugh *
   __________________________________
              Director


        James W. Vandeveer *
   __________________________________
              Director


   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 this Registration Statement on behalf of the above-named
   officers and directors of the Company are being filed herewith with the
   Commission.
<PAGE>



                                EXHIBIT INDEX


                                        
           Exhibit
             No.                       Description               
           _______________________________________________________________
    
           4(a)   --     Ashland Oil, Inc. Deferred Compensation and Stock
                         Incentive Plan for 
                         Non-Employee Directors

           4(b)   --     Second Restated Articles of Incorporation, as
                         amended, of Ashland (filed as Exhibit 3.1 to
                         Ashland's Form 10-K for the fiscal year ended
                         September 30, 1990 and as amended by Exhibit 4 to
                         Ashland's Form 8-K dated May 19, 1993 and
                         incorporated herein by reference).

           5      --     Opinion of Counsel, including Counsel's consent,
                         concerning securities registered hereunder.

           23(a)  --     Consent of Ernst & Young, independent auditors.

           23(b)  --     Consent of Thomas L. Feazell (included as part of
                         Exhibit 5).

           24(a)  --     Power of Attorney.

           24(b)  --     Certified Copy of Board of Directors' Resolution.
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 ASHLAND OIL, INC. (DEFERRED COMP)", "secsgml_size_bytes": 17923}]
{"company-data": {"conformed-name": "ASHLAND OIL 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": "033-52125", "film-number": "94504227"}, "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 & REFINING CO", "date-changed": "19700806"}}
As filed with the Securities and Exchange Commission on February 2, 1994

                                                          Registration No. 33-
   ===========================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D. C. 20549
                                    -------------
                                      Form S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
                                    -------------
                                  ASHLAND OIL, 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 OIL, INC.
                 DEFERRED COMPENSATION AND STOCK INCENTIVE PLAN FOR
                               NON-EMPLOYEE DIRECTORS
                              (Full title of the Plan)

                                  Thomas L. Feazell
                Senior Vice President, General Counsel and Secretary
                                  Ashland Oil, 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      $37.3125     $18,656,250    $6,434
                           shares

   (1) In accordance with Rule 457 under the Securities Act of 1933, calculated
       on the basis of $37.3125 per share of Common Stock which was the average
       of the high and low prices on the New York Stock Exchange -- Composite
       Tape on January 31, 1994.
   (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.

     There are incorporated herein by reference the following documents and
   material heretofore  filed with  the Securities  and Exchange  Commission
   (the "Commission")  pursuant to  Section 13  or 15(d)  of the  Securities
   Exchange Act, as amended (the "Exchange Act") (File No. 1-2918):

     (a)  Annual  Report on Form 10-K (as amended by Form 10-K/A, Amendment
   No. 1) of Ashland  Oil, Inc. ("Ashland" or the "Company") for the  fiscal
   year ended September 30, 1993 ("Form 10-K/A");

     (b)  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 amendment dated May 5, 1983; and

     (c)  The description  of the  Rights to Purchase  Cumulative Preferred
   Stock, Series of 1987, set forth  in Ashland's Registration Statement  on
   Form  8-A dated  May 29, 1986,  as amended by  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,  Senior  Vice  President,  General  Counsel  and
   Secretary  of Ashland.   Mr. Feazell  owns beneficially  56,431 shares of
   Common Stock  (including  37,600 shares  of  Common  Stock which  may  be
   acquired upon the exercise  of currently outstanding  stock options)  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  the  Form 10-K/A  have been
   audited by  Ernst & Young,  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  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 Revised  Statutes
   contain  detailed  provisions   for  indemnification  of  directors   and
   officers  of Kentucky  corporations against  judgments, penalties, fines,
   settlements and reasonable expenses in connection with litigation.   Such
   statutory  provisions are not  exclusive of any rights to indemnification
   granted under the  Second Restated Articles  of Incorporation of Ashland,
   as  amended (the  "Articles"), Ashland's  By-laws,  as amended  (the "By-
   laws"), indemnification agreements or otherwise.

     Article X of Ashland's Articles permits, but does not require, Ashland
   to indemnify directors, officers and employees  of Ashland to the fullest
   extent permitted by law.  The  By-laws of Ashland 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  Ashland  might  be  required  to  pay  by  way  of
   indemnification to  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  Ashland's  employee  benefit  plans,  which  may
   include directors,  officers and employees  of Ashland, 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(a).   Ashland Oil, Inc. Deferred Compensation and Stock Incentive
             Plan for Non-Employee Directors.

     4(b).   Second Restated Articles of Incorporation, as amended, of
             Ashland (filed as Exhibit 3.1 to Ashland's Form 10-K for the
             fiscal year ended September 30, 1990 and as amended by
             Exhibit 4 to Ashland's Form 8-K dated May 19, 1993 and
             incorporated herein by reference).

     5.      Opinion of Counsel, including Counsel's consent, concerning
             securities registered hereunder.

     23(a).  Consent of Ernst & Young, independent auditors.

     23(b).  Consent of Thomas L. Feazell (included as part of Exhibit 5).

     24(a).  Power of Attorney.

     24(b).  Certified Copy of Board of Directors' Resolution.

   Item 9.  Undertakings.

     (a)  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");  (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; (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;  provided, however, that subparagraphs (i) and (ii), above, do
   not apply if the information required to be included  in a post-effective
   amendment by those subparagraphs is  contained in periodic  reports filed
   by  the registrant pursuant  to Section  13 or 15(d) of  the Exchange Act
   that are incorporated by reference 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.

     (b)  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 (and, where applicable, each  filing of an employee  benefit
   plan's annual report  pursuant to Section 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.

     (c)  Insofar  as  indemnification for  liabilities  arising under  the
   Securities  Act may  be permitted to directors,  officers and controlling
   persons of Ashland  pursuant to  the foregoing provisions, or  otherwise,
   Ashland  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,
   Ashland 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

     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 this 2nd day of February, 1994.

                                      ASHLAND OIL, INC.
                                       (Registrant)

                                        __________________________________
                                        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 and on the date indicated.

       Signature and Title

           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

                                                      Thomas L. Feazell
         Frank C. Carluci *                 *By:__________________________
   __________________________________                Thomas L. Feazell
              Director                             Senior Vice President,
                                                      General Counsel
                                                       and Secretary
           James B. Farley *                         (Attorney-in-fact)
   __________________________________
              Director                           Date:  February 2, 1994  

       Edmund B. Fitzgerald *
   __________________________________
              Director

         Ralph E. Gomory * 
   __________________________________
              Director

         Patrick F. Noonan *
   __________________________________
              Director

         Jane C. Pfeiffer *
   __________________________________
              Director

         James R. Rinehart *
   __________________________________
              Director

          Michael D. Rose *
   __________________________________
              Director

       William L. Rouse, Jr. *
   __________________________________
              Director

        Robert B. Stobaugh *
   __________________________________
              Director

        James W. Vandeveer *
   __________________________________
              Director

   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 this Registration Statement on behalf of the above-named
   officers and directors of the Company are being filed herewith with the
   Commission.
EXHIBIT INDEX

                                        
           Exhibit
             No.                       Description               
           _______________________________________________________________
    
           4(a)   --     Ashland Oil, Inc. Deferred Compensation and Stock
                         Incentive Plan for 
                         Non-Employee Directors

           4(b)   --     Second Restated Articles of Incorporation, as
                         amended, of Ashland (filed as Exhibit 3.1 to
                         Ashland's Form 10-K for the fiscal year ended
                         September 30, 1990 and as amended by Exhibit 4 to
                         Ashland's Form 8-K dated May 19, 1993 and
                         incorporated herein by reference).

           5      --     Opinion of Counsel, including Counsel's consent,
                         concerning securities registered hereunder.

           23(a)  --     Consent of Ernst & Young, independent auditors.

           23(b)  --     Consent of Thomas L. Feazell (included as part of
                         Exhibit 5).

           24(a)  --     Power of Attorney.

           24(b)  --     Certified Copy of Board of Directors' Resolution.