As filed with the Securities and Exchange Commission on February 1, 2001
                                                  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 Identification No.)
incorporation or organization)

                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333

     (Address, including zip code, and telephone number, including area
            code, of Registrant's principal executive offices)

                     AMENDED AND RESTATED ASHLAND INC.
                               INCENTIVE PLAN

                          (Full title of the Plan)

                          David L. Hausrath, Esq.
                     Vice President and General Counsel
                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333

    (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)
                         --------------------------

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
     Title of Each Class of Securities         Amount to be        Proposed          Proposed         Amount of
              to be Registered                  Registered          Maximum          Maximum        Registration
                                                                Offering Price      Aggregate            Fee
                                                                 Per Share(1)        Offering
                                                                                     Price(1)
--------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                       <C>              <C>               <C>
Common Stock (par value $1.00 per share)     4,000,000 shares          $36.57           $146,280,000      $36,570.00
and Rights attached thereto
====================================================================================================================
</TABLE>
     (1) Estimated  solely for the purposes of calculating the registration
         fee in accordance with Rule 457 on the basis of the average of the
         high and low  reported  sale prices of our common stock on the New
         York Stock Exchange Composite Tape on January 29, 2001 ($36.25-36.89).

                                   II-1
<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:

         (a) Ashland Inc.'s  ("Ashland") Annual Report on Form 10-K for the
fiscal year ended September 30, 2000;

         (b) the  description  of our  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 SEC on May 1, 1983; and

         (c) 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 us
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 David L. Hausrath,  Esq., Vice President and General Counsel of Ashland.
Mr. Hausrath owns beneficially 41,702 shares of our common stock (including
common stock units held in our deferred compensation plan).

     The  consolidated  financial  statements and schedule  incorporated by
reference  or included in our Annual  Report (Form 10-K) for the year ended
September  30, 2000,  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 schedule  are  incorporated  herein by reference in reliance  upon such
report  given on 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.  We have elected to indemnify our
officers and directors pursuant to our Restated  Articles,  our By-laws and
by  contract  rather  than to have  such  indemnification  governed  by the
statutory provisions.

     Article X of the Restated Articles permits,  but does not require,  us
to indemnify our  directors,  officers and


                                   II-2
<PAGE>
employees  to the fullest  extent  permitted  by law.  Our By-laws  require
indemnification of our officers and employees under certain  circumstances.
We have entered into  indemnification  contracts with each of our directors
that  require  indemnification  to the  fullest  extent  permitted  by law,
subject to certain exceptions and limitations.

     We have purchased  insurance  which insures  (subject to certain terms
and conditions,  exclusions and deductibles) us against certain costs which
we might be required to pay by way of  indemnification  to our directors or
officers under our Restated 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 us. In addition,  we have
purchased  insurance which provides  liability coverage (subject to certain
terms and conditions,  exclusions and deductibles) for amounts which we, or
the  fiduciaries  under our employee  benefit plans,  which may include our
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.

     The  following  Exhibits  are  filed  as  part  of  this  Registration
Statement:

     4     Form of Certificate of Common Stock, par value $1.00 per share.
     5     Opinion of David L. Hausrath, Esq.
    10     Amended and Restated Ashland Inc. Incentive Plan.
  23.1     Consent of Ernst & Young LLP.
  23.2     Consent of David L. Hausrath, Esq. (included as part of Exhibit 5).
    24     Power of Attorney, including resolutions of the board of directors.

ITEM 9. UNDERTAKINGS.

     (A) Ashland 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;

               (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.
         Notwithstanding the foregoing,  any increase or decrease in volume
         of  securities  offered (if the total dollar  value of  securities
         offered  would  not  exceed  that  which was  registered)  and any
         deviation  from  the  low or  high  end of the  estimated  maximum
         offering  range may be reflected in the form of  prospectus  filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,
         the  changes  in  volume  and price  represent  no more than a 20%
         change in the maximum  aggregate  offering  price set forth in the
         "Calculation   of   Registration   Fee"  table  in  the  effective
         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.

     Provided,  however,  that  paragraphs  (A)(l)(i) and (A)(1)(ii) do not
apply  if the  information  required  to be  included  in a  post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Ashland pursuant to section 13 or section 15(d) of the Securities  Exchange
Act of  1934  that  are  incorporated  by  reference  in  the  registration
statement.



                                   II-3

<PAGE>

         (2) That, for the purpose of determining  any liability  under the
     Securities Act of 1933,  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 that remain unsold at
     the termination of the offering.

     (B) Ashland hereby  undertakes  that, for purposes of determining  any
liability  under the Securities  Act of 1933,  each filing of the Ashland's
annual report  pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and each filing of an employee  benefit plan's annual
report  pursuant to section 15(d) of the  Securities  Exchange Act of 1934)
that is  incorporated by reference in the  registration  statement shall be
deemed  to be a new  registration  statement  relating  to  the  securities
offered  herein,  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 of  1933  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  Securities
and Exchange  Commission such  indemnification  is against public policy as
expressed in the Securities Act of 1933 and is,  therefore,  unenforceable.
In the event  that a claim for  indemnification  against  such  liabilities
(other  than the  payment  by  Ashland of  expenses  incurred  or paid by a
director,  officer  or  controlling  person of  Ashland  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 of 1933 and will be
governed by the final adjudication of such issue.

                                   II-4
<PAGE>
                             SIGNATURES

     Pursuant to the requirements of the Securities Act, Ashland  certifies
that  it  has  reasonable   grounds  to  believe  that  it  meets  all  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 Covington,  Commonwealth of Kentucky, on February
1, 2001.

                            ASHLAND INC.,


                            By: ______________________________________
                                    David L. Hausrath
                                    Vice President and General Counsel

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
indicated on February 1, 2001.
<TABLE>
<CAPTION>

                        Signature                                                    Title

<S>                                                            <C>
                            *
                            -----                              Chairman of the Board and Chief Executive Officer
                    Paul W. Chellgren                                    (Principal Executive Officer)

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

                            *
                            -----                              Administrative Vice President and Controller
                     Kenneth L. Aulen                                   (Principal Accounting Officer)

                            *
                            -----                              Director
                     Samuel C. Butler

                            *
                            -----                              Director
                    Frank C. Carlucci

                            *
                            -----                              Director
                      Ernest H. Drew

                            *
                            -----                              Director
                     James B. Farley

                            *
                            -----                              Director
                    Bernadine P. Healy

                            *
                            -----                              Director
                    Mannie L. Jackson

                            *
                            -----                              Director
                    Patrick F. Noonan

                            *
                            -----                              Director
                     Jane C. Pfeiffer

                            *
                            -----                              Director
                            --
                  William L. Rouse, Jr.
                            *
                            -----                              Director
                    Theodore L. Solso
</TABLE>

*By ___________________________________
                    David L. Hausrath
                     Attorney-in-fact

    *Original powers of attorney authorizing,  Paul W. Chellgren,  David L.
     Hausrath  and Linda L. Foss and each of them to sign the  Registration
     Statement  and  amendments  thereto  on behalf of the  above-mentioned
     directors and officers of Ashland have been filed with the  Commission
     as Exhibit 24 to the Registration Statement.


                                   II-5

<PAGE>



                               EXHIBIT INDEX

4         Form of Certificate of Common Stock, par value $1.00 per share.
5         Opinion of David L. Hausrath, Esq.
10        Amended and Restated Ashland Inc. Incentive Plan.
23.1      Consent of Ernst & Young LLP.
23.2      Consent of David L. Hausrath, Esq. (included as part of Exhibit 5).
24        Power of Attorney, including resolutions of the board of directors.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "AMENDED AND RESTATED ASHLAND INC. INCENTIVE PLAN", "secsgml_size_bytes": 17174}]
{"company-data": {"conformed-name": "ASHLAND INC", "cik": "0000007694", "assigned-sic": "1600", "irs-number": "610122250", "state-of-incorporation": "KY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54766", "film-number": "1521508"}, "business-address": {"street1": "50 E. RIVERCENTER BOULEVARD", "city": "COVINGTON", "state": "KY", "zip": "41012", "phone": "6068153333"}, "mail-address": {"street1": "50 E. RIVERCENTER BOULEVARD", "city": "COVINGTON", "state": "KY", "zip": "41012"}, "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 February 1, 2001
                                                  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 Identification No.)
incorporation or organization)

                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333

     (Address, including zip code, and telephone number, including area
            code, of Registrant's principal executive offices)

                     AMENDED AND RESTATED ASHLAND INC.
                               INCENTIVE PLAN

                          (Full title of the Plan)

                          David L. Hausrath, Esq.
                     Vice President and General Counsel
                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333

    (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)
                         --------------------------

                      CALCULATION OF REGISTRATION FEE
====================================================================================================================
     Title of Each Class of Securities         Amount to be        Proposed          Proposed         Amount of
              to be Registered                  Registered          Maximum          Maximum        Registration
                                                                Offering Price      Aggregate            Fee
                                                                 Per Share(1)        Offering
                                                                                     Price(1)
--------------------------------------------------------------------------------------------------------------------
Common Stock (par value $1.00 per share)     4,000,000 shares          $36.57           $146,280,000      $36,570.00
and Rights attached thereto
====================================================================================================================
(1) Estimated  solely for the purposes of calculating the registration
         fee in accordance with Rule 457 on the basis of the average of the
         high and low  reported  sale prices of our common stock on the New
         York Stock Exchange Composite Tape on January 29, 2001 ($36.25-36.89).

                                   II-1
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:

         (a) Ashland Inc.'s  ("Ashland") Annual Report on Form 10-K for the
fiscal year ended September 30, 2000;

         (b) the  description  of our  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 SEC on May 1, 1983; and

         (c) 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 us
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 David L. Hausrath,  Esq., Vice President and General Counsel of Ashland.
Mr. Hausrath owns beneficially 41,702 shares of our common stock (including
common stock units held in our deferred compensation plan).

     The  consolidated  financial  statements and schedule  incorporated by
reference  or included in our Annual  Report (Form 10-K) for the year ended
September  30, 2000,  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 schedule  are  incorporated  herein by reference in reliance  upon such
report  given on 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.  We have elected to indemnify our
officers and directors pursuant to our Restated  Articles,  our By-laws and
by  contract  rather  than to have  such  indemnification  governed  by the
statutory provisions.

     Article X of the Restated Articles permits,  but does not require,  us
to indemnify our  directors,  officers and

                                   II-2
employees  to the fullest  extent  permitted  by law.  Our By-laws  require
indemnification of our officers and employees under certain  circumstances.
We have entered into  indemnification  contracts with each of our directors
that  require  indemnification  to the  fullest  extent  permitted  by law,
subject to certain exceptions and limitations.

     We have purchased  insurance  which insures  (subject to certain terms
and conditions,  exclusions and deductibles) us against certain costs which
we might be required to pay by way of  indemnification  to our directors or
officers under our Restated 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 us. In addition,  we have
purchased  insurance which provides  liability coverage (subject to certain
terms and conditions,  exclusions and deductibles) for amounts which we, or
the  fiduciaries  under our employee  benefit plans,  which may include our
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.

     The  following  Exhibits  are  filed  as  part  of  this  Registration
Statement:

     4     Form of Certificate of Common Stock, par value $1.00 per share.
     5     Opinion of David L. Hausrath, Esq.
    10     Amended and Restated Ashland Inc. Incentive Plan.
  23.1     Consent of Ernst & Young LLP.
  23.2     Consent of David L. Hausrath, Esq. (included as part of Exhibit 5).
    24     Power of Attorney, including resolutions of the board of directors.

ITEM 9. UNDERTAKINGS.

     (A) Ashland 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;

               (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.
         Notwithstanding the foregoing,  any increase or decrease in volume
         of  securities  offered (if the total dollar  value of  securities
         offered  would  not  exceed  that  which was  registered)  and any
         deviation  from  the  low or  high  end of the  estimated  maximum
         offering  range may be reflected in the form of  prospectus  filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,
         the  changes  in  volume  and price  represent  no more than a 20%
         change in the maximum  aggregate  offering  price set forth in the
         "Calculation   of   Registration   Fee"  table  in  the  effective
         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.

     Provided,  however,  that  paragraphs  (A)(l)(i) and (A)(1)(ii) do not
apply  if the  information  required  to be  included  in a  post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Ashland pursuant to section 13 or section 15(d) of the Securities  Exchange
Act of  1934  that  are  incorporated  by  reference  in  the  registration
statement.

                                   II-3
(2) That, for the purpose of determining  any liability  under the
     Securities Act of 1933,  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 that remain unsold at
     the termination of the offering.

     (B) Ashland hereby  undertakes  that, for purposes of determining  any
liability  under the Securities  Act of 1933,  each filing of the Ashland's
annual report  pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and each filing of an employee  benefit plan's annual
report  pursuant to section 15(d) of the  Securities  Exchange Act of 1934)
that is  incorporated by reference in the  registration  statement shall be
deemed  to be a new  registration  statement  relating  to  the  securities
offered  herein,  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 of  1933  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  Securities
and Exchange  Commission such  indemnification  is against public policy as
expressed in the Securities Act of 1933 and is,  therefore,  unenforceable.
In the event  that a claim for  indemnification  against  such  liabilities
(other  than the  payment  by  Ashland of  expenses  incurred  or paid by a
director,  officer  or  controlling  person of  Ashland  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 of 1933 and will be
governed by the final adjudication of such issue.

                                   II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act, Ashland  certifies
that  it  has  reasonable   grounds  to  believe  that  it  meets  all  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 Covington,  Commonwealth of Kentucky, on February
1, 2001.

                            ASHLAND INC.,

                            By: ______________________________________
                                    David L. Hausrath
                                    Vice President and General Counsel

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
indicated on February 1, 2001.
Signature                                                    Title
*
                            -----                              Chairman of the Board and Chief Executive Officer
                    Paul W. Chellgren                                    (Principal Executive Officer)

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

                            *
                            -----                              Administrative Vice President and Controller
                     Kenneth L. Aulen                                   (Principal Accounting Officer)

                            *
                            -----                              Director
                     Samuel C. Butler

                            *
                            -----                              Director
                    Frank C. Carlucci

                            *
                            -----                              Director
                      Ernest H. Drew

                            *
                            -----                              Director
                     James B. Farley

                            *
                            -----                              Director
                    Bernadine P. Healy

                            *
                            -----                              Director
                    Mannie L. Jackson

                            *
                            -----                              Director
                    Patrick F. Noonan

                            *
                            -----                              Director
                     Jane C. Pfeiffer

                            *
                            -----                              Director
                            --
                  William L. Rouse, Jr.
                            *
                            -----                              Director
                    Theodore L. Solso
*By ___________________________________
                    David L. Hausrath
                     Attorney-in-fact

    *Original powers of attorney authorizing,  Paul W. Chellgren,  David L.
     Hausrath  and Linda L. Foss and each of them to sign the  Registration
     Statement  and  amendments  thereto  on behalf of the  above-mentioned
     directors and officers of Ashland have been filed with the  Commission
     as Exhibit 24 to the Registration Statement.

                                   II-5
EXHIBIT INDEX

4         Form of Certificate of Common Stock, par value $1.00 per share.
5         Opinion of David L. Hausrath, Esq.
10        Amended and Restated Ashland Inc. Incentive Plan.
23.1      Consent of Ernst & Young LLP.
23.2      Consent of David L. Hausrath, Esq. (included as part of Exhibit 5).
24        Power of Attorney, including resolutions of the board of directors.