As filed with the Securities and Exchange Commission on January 25, 2005

                                                 Registration No. 333-_________


==============================================================================

                               UNITED STATES
                     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.)

    50 E. RIVERCENTER BLVD.                              P.O. BOX 391
    COVINGTON, KENTUCKY 41011                    COVINGTON, KENTUCKY 41012
(Address of Principal Executive Officers)             (Mailing Address)
                                                        ASHLAND INC.

          DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (2005)
                            (Full title of the Plan)

                                David L. Hausrath
              Senior Vice President, General Counsel and Secretary
                                  Ashland Inc.
                             50 E. RiverCenter Blvd.
                            Covington, Kentucky 41011
                     (Name and address of agent for service)

                                 (859) 815-3333
                     (Telephone number of agent for service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================================

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

<S>                                   <C>                        <C>                <C>                <C>
Common Stock, par value
  $1.00 per share .............       500,000 shares             $57.53             $28,765,000        $3,386
===================================================================================================================
</TABLE>

     (1) In accordance  with Rules 416 and 457 under the  Securities Act of
         1933,  calculated on the basis of $57.53 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 20, 2005.
     (2) Estimated  solely for the purpose of determining the  registration
         fee.

===============================================================================


<PAGE>


                                EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is filed by Ashland  Inc., a
Kentucky  corporation,  relating to 500,000 shares of its common stock, par
value  $1.00 per share,  issuable  to eligible  directors  of Ashland  Inc.
pursuant to the Ashland Inc.  Deferred  Compensation  Plan for Non-Employee
Directors (2005).

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     Not filed as part of this Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information

     Not filed as part of this Registration Statement pursuant to Note 1 to
Part 1 of Form S-8.

                                     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  Annual  Report on Form 10-K for the fiscal  year
ended September 30, 2004;

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

     (iii)  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 David L. Hausrath,  Esq.,  Senior Vice  President,  General  Counsel and
Secretary of Ashland.  Mr.  Hausrath owns  beneficially  126,205  shares of
Common  Stock  (including  common  stock units held in  Ashland's  deferred
compensation plan).


                                   II-1
<PAGE>

     The  consolidated   financial   statements  and  schedule  of  Ashland
appearing  in  Ashland's  Annual  Report  (Form  10-K)  for the year  ended
September  30, 2004,  have been  audited by Ernst & Young LLP,  Independent
Registered  Public  Accounting  Firm, as set forth in their report  thereon
included therein and incorporated  herein by reference.  Such  consolidated
financial statements and schedule 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 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 Third Restated 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 Third  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
Ashland.  In  addition,  Ashland has  purchased  insurance  which  provides
liability coverage (subject to certain terms and conditions, exclusions and
deductibles)  for  amounts  which  Ashland,  or the  fiduciaries  under its
employee  benefit  plans,  which may include its  directors,  officers  and
employees,  might be required  to pay as a result of a breach of  fiduciary
duty.

Item 7.  Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

         4     Ashland Inc.  Deferred  Compensation  Plan for  Non-Employee
               Directors (2005).

         5     Opinion of David L. Hausrath, Esq.

         23.1  Consent of Ernst & Young LLP.

         23.2  Consent  of David L.  Hausrath,  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:



                                   II-2
<PAGE>

     (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.




                                   II-3
<PAGE>
                                 SIGNATURES

     THE  REGISTRANT.  Pursuant to the  requirements of the Securities Act,
the registrant  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused
this Registration  Statement to be signed on its behalf by the undersigned,
thereunto duly  authorized,  in the City of Covington and  Commonwealth  of
Kentucky on January 25, 2005.


                                           ASHLAND INC.

                                           By:  /s/ David L. Hausrath
                                              --------------------------------
                                                David L. Hausrath
                                                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 January 25, 2005.
<TABLE>
<CAPTION>
<S>                                                           <C>

                       Signature                                                      Title

                  James J. O'Brien *                          Chairman of the Board of Directors, Chief Executive
-----------------------------------------------------         Officer and Director

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

                  Lamar M. Chambers *                         Vice President and Controller
-----------------------------------------------------

                   Ernest H. Drew *                           Director
-----------------------------------------------------

                    Roger W. Hale *                           Director
-----------------------------------------------------

                 Bernadine P. Healy *                         Director
-----------------------------------------------------

                  Mannie L. Jackson *                         Director
-----------------------------------------------------

                  Kathleen Ligocki *                          Director
-----------------------------------------------------

                  Patrick F. Noonan *                         Director
-----------------------------------------------------

                  Jane C. Pfeiffer *                          Director
-----------------------------------------------------

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

               George A. Schaefer, Jr. *                      Director
-----------------------------------------------------

                  Theodore M. Solso *                         Director
-----------------------------------------------------

                   Michael J. Ward *                          Director
-----------------------------------------------------


* By:            /s/ David L. Hausrath
       ----------------------------------------------
                   David L. Hausrath
                   Attorney-in-fact

</TABLE>
January 25, 2005


                                   II-4
<PAGE>
                               EXHIBIT INDEX



   Exhibit
   No.                                        Description
  --------                 ----------------------------------------------------
<TABLE>
<CAPTION>

<S>                        <C>
        4                  Ashland Inc. Deferred Compensation Plan for Non-Employee Directors (2005).

        5                  Opinion of David L. Hausrath, Esq.

     23.1                  Consent of Ernst & Young LLP.

     23.2                  Consent of David L. Hausrath, Esq. (included as part of Exhibit 5).

    24(a)                  Power of Attorney.

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


</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "forms8nonee.txt", "description": "FORM S-8", "secsgml_size_bytes": 17633}]
{"company-data": {"conformed-name": "ASHLAND INC", "cik": "0000007694", "assigned-sic": "5160", "irs-number": "610122250", "state-of-incorporation": "KY", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-122270", "film-number": "05546472"}, "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 January 25, 2005

                                                 Registration No. 333-_________

==============================================================================

                               UNITED STATES
                     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.)

    50 E. RIVERCENTER BLVD.                              P.O. BOX 391
    COVINGTON, KENTUCKY 41011                    COVINGTON, KENTUCKY 41012
(Address of Principal Executive Officers)             (Mailing Address)
                                                        ASHLAND INC.

          DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (2005)
                            (Full title of the Plan)

                                David L. Hausrath
              Senior Vice President, General Counsel and Secretary
                                  Ashland Inc.
                             50 E. RiverCenter Blvd.
                            Covington, Kentucky 41011
                     (Name and address of agent for service)

                                 (859) 815-3333
                     (Telephone number of agent for service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================

                                                                                     Proposed
             Title of                                                                 Maximum
            Securities                    Amount            Proposed Maximum         Aggregate        Amount of
              to be                       to be              Offering Price          Offering       Registration
            Registered                  Registered          Per Share (1)(2)       Price (1)(2)          Fee
----------------------------------- ------------------- ------------------------- ---------------- ----------------
Common Stock, par value
  $1.00 per share .............       500,000 shares             $57.53             $28,765,000        $3,386
===================================================================================================================
(1) In accordance  with Rules 416 and 457 under the  Securities Act of
         1933,  calculated on the basis of $57.53 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 20, 2005.
     (2) Estimated  solely for the purpose of determining the  registration
         fee.

===============================================================================
EXPLANATORY NOTE

     This  Registration  Statement on Form S-8 is filed by Ashland  Inc., a
Kentucky  corporation,  relating to 500,000 shares of its common stock, par
value  $1.00 per share,  issuable  to eligible  directors  of Ashland  Inc.
pursuant to the Ashland Inc.  Deferred  Compensation  Plan for Non-Employee
Directors (2005).

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information

     Not filed as part of this Registration  Statement  pursuant to Note to
Part 1 of Form S-8.

Item 2.  Registrant Information and Employee Plan Annual Information

     Not filed as part of this Registration Statement pursuant to Note 1 to
Part 1 of Form S-8.

                                     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  Annual  Report on Form 10-K for the fiscal  year
ended September 30, 2004;

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

     (iii)  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 David L. Hausrath,  Esq.,  Senior Vice  President,  General  Counsel and
Secretary of Ashland.  Mr.  Hausrath owns  beneficially  126,205  shares of
Common  Stock  (including  common  stock units held in  Ashland's  deferred
compensation plan).

                                   II-1
The  consolidated   financial   statements  and  schedule  of  Ashland
appearing  in  Ashland's  Annual  Report  (Form  10-K)  for the year  ended
September  30, 2004,  have been  audited by Ernst & Young LLP,  Independent
Registered  Public  Accounting  Firm, as set forth in their report  thereon
included therein and incorporated  herein by reference.  Such  consolidated
financial statements and schedule 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 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 Third Restated 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 Third  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
Ashland.  In  addition,  Ashland has  purchased  insurance  which  provides
liability coverage (subject to certain terms and conditions, exclusions and
deductibles)  for  amounts  which  Ashland,  or the  fiduciaries  under its
employee  benefit  plans,  which may include its  directors,  officers  and
employees,  might be required  to pay as a result of a breach of  fiduciary
duty.

Item 7.  Exemption from Registration Claimed.

        Not applicable.

Item 8.  Exhibits.

         4     Ashland Inc.  Deferred  Compensation  Plan for  Non-Employee
               Directors (2005).

         5     Opinion of David L. Hausrath, Esq.

         23.1  Consent of Ernst & Young LLP.

         23.2  Consent  of David L.  Hausrath,  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:

                                   II-2
(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.

                                   II-3
SIGNATURES

     THE  REGISTRANT.  Pursuant to the  requirements of the Securities Act,
the registrant  certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused
this Registration  Statement to be signed on its behalf by the undersigned,
thereunto duly  authorized,  in the City of Covington and  Commonwealth  of
Kentucky on January 25, 2005.

                                           ASHLAND INC.

                                           By:  /s/ David L. Hausrath
                                              --------------------------------
                                                David L. Hausrath
                                                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 January 25, 2005.
Signature                                                      Title

                  James J. O'Brien *                          Chairman of the Board of Directors, Chief Executive
-----------------------------------------------------         Officer and Director

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

                  Lamar M. Chambers *                         Vice President and Controller
-----------------------------------------------------

                   Ernest H. Drew *                           Director
-----------------------------------------------------

                    Roger W. Hale *                           Director
-----------------------------------------------------

                 Bernadine P. Healy *                         Director
-----------------------------------------------------

                  Mannie L. Jackson *                         Director
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                  Kathleen Ligocki *                          Director
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                  Patrick F. Noonan *                         Director
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                  Jane C. Pfeiffer *                          Director
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                William L. Rouse, Jr. *                       Director
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               George A. Schaefer, Jr. *                      Director
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                  Theodore M. Solso *                         Director
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                   Michael J. Ward *                          Director
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* By:            /s/ David L. Hausrath
       ----------------------------------------------
                   David L. Hausrath
                   Attorney-in-fact
January 25, 2005

                                   II-4
EXHIBIT INDEX

   Exhibit
   No.                                        Description
  --------                 ----------------------------------------------------
4                  Ashland Inc. Deferred Compensation Plan for Non-Employee Directors (2005).

        5                  Opinion of David L. Hausrath, Esq.

     23.1                  Consent of Ernst & Young LLP.

     23.2                  Consent of David L. Hausrath, Esq. (included as part of Exhibit 5).

    24(a)                  Power of Attorney.

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