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



                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


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


                                 FORM 10-Q





     (Mark One)
     |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005

                                     OR

     |_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

          For the transition period from _________ to ___________


                       Commission file number 1-32532

                                ASHLAND INC.
                          (a Kentucky corporation)
                           I.R.S. No. 20-0865835

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






     Indicate  by check  mark  whether  the  Registrant  (1) has  filed all
reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934 during the  preceding  12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has
been subject to such filing  requirements  for the past 90 days. Yes |X| No
|_|

     Indicate by checkmark  whether the Registrant is an accelerated  filer
(as defined in Rule 12b-2 of the Act). Yes |X| No |_|

     At June 30, 2005, there were 74,199,816 shares of Registrant's  Common
Stock  outstanding.  One  Right to  purchase  one-thousandth  of a share of
Series  A  Participating   Cumulative   Preferred  Stock  accompanies  each
outstanding share of Registrant's Common Stock.


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



                       PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME

------------------------------------------------------------------------------------------------------------------------------
                                                                             Three months ended           Nine months ended
                                                                                  June 30                     June 30
                                                                          ------------------------    ------------------------
(In millions except per share data)                                             2005         2004          2005          2004
--------------------------------------------------------------------------------------------------    ------------------------

                                                                                                       
REVENUES
      Sales and operating revenues                                        $    2,492    $   2,206     $   6,731    $    5,967
      Equity income                                                              315          221           530           277
      Other income                                                                14           12            49            34
                                                                          -----------   ----------    ----------   -----------
                                                                               2,821        2,439         7,310         6,278
COSTS AND EXPENSES
      Cost of sales and operating expenses                                     2,074        1,844         5,678         5,002
      Selling, general and administrative expenses                               337          303           957           882
                                                                          -----------   ----------    ----------   -----------
                                                                               2,411        2,147         6,635         5,884
                                                                          -----------   ----------    ----------   -----------
OPERATING INCOME                                                                 410          292           675           394
      Gain on the MAP Transaction - Note D (1)                                 1,295            -         1,295             -
      Loss on early retirement of debt - Note D                                 (143)           -          (145)            -
      Net interest and other financial costs                                     (31)         (29)          (89)          (88)
                                                                          -----------   ----------    ----------   -----------
INCOME FROM CONTINUING OPERATIONS
      BEFORE INCOME TAXES                                                      1,531          263         1,736           306
      Income taxes                                                               236          (96)          157          (111)
                                                                          -----------   ----------    ----------   -----------
INCOME FROM CONTINUING OPERATIONS                                              1,767          167         1,893           195
      Results from discontinued operations (net of income taxes) - Note B          -           (6)            -           (16)
                                                                          -----------   ----------    ----------   -----------
NET INCOME                                                                $    1,767    $     161     $   1,893    $      179
                                                                          ===========   ==========    ==========   ===========

BASIC EARNINGS PER SHARE - Note A
      Income from continuing operations                                   $    24.13    $    2.38     $   26.11    $     2.80
      Results from discontinued operations                                         -         (.09)            -          (.23)
                                                                          -----------   ----------    ----------   -----------
      Net income                                                          $    24.13    $    2.29     $   26.11    $     2.57
                                                                          ===========   ==========    ==========   ===========

DILUTED EARNINGS PER SHARE - Note A
      Income from continuing operations                                   $    23.65    $    2.35     $   25.48    $     2.75
      Results from discontinued operations                                         -         (.09)            -          (.22)
                                                                          -----------   ----------    ----------   -----------
      Net income                                                          $    23.65    $    2.26     $   25.48    $     2.53
                                                                          ===========   ==========    ==========   ===========

DIVIDENDS PAID PER COMMON SHARE                                           $     .275    $    .275     $    .825    $     .825

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

(1)   "MAP  Transaction"  refers to the June 30, 2005 transfer of Ashland's
      38%  interest  in Marathon  Ashland  Petroleum  LLC (MAP),  Ashland's
      maleic anhydride business and 60 Valvoline Instant Oil Change centers
      in Michigan  and  northwest  Ohio to Marathon  Oil  Corporation  in a
      transaction  valued at  approximately  $3.7  billion.  See Note D for
      further information.



SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     2






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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

--------------------------------------------------------------------------------------------------------------------------------
                                                                                   June 30      September 30            June 30
(In millions)                                                                         2005              2004               2004
--------------------------------------------------------------------------------------------------------------------------------

                                                                                                         
                                   ASSETS
                                   ------

CURRENT ASSETS
      Cash and cash equivalents                                              $         692     $         243      $         183
      Accounts receivable proceeds from the MAP Transaction - Note D                   913                 -                  -
      Accounts receivable                                                            1,564             1,331              1,256
      Allowance for doubtful accounts                                                  (44)              (41)               (39)
      Inventories - Note A                                                             567               458                510
      Deferred income taxes                                                            113               103                115
      Other current assets                                                             125               208                204
                                                                             --------------    --------------     --------------
                                                                                     3,930             2,302              2,229
INVESTMENTS AND OTHER ASSETS
      Investment in Marathon Ashland Petroleum LLC (MAP)                                 -             2,713              2,568
      Goodwill                                                                         576               513                513
      Asbestos insurance receivable (noncurrent portion)                               374               399                400
      Deferred income taxes                                                            160                 -                  -
      Other noncurrent assets                                                          501               319                339
                                                                             --------------    --------------     --------------
                                                                                     1,611             3,944              3,820
PROPERTY, PLANT AND EQUIPMENT
      Cost                                                                           3,219             3,104              3,043
      Accumulated depreciation, depletion and amortization                          (1,839)           (1,848)            (1,825)
                                                                             --------------    --------------     --------------
                                                                                     1,380             1,256              1,218
                                                                             --------------    --------------     --------------

                                                                             $       6,921     $       7,502      $       7,267
                                                                             ==============    ==============     ==============

                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------

CURRENT LIABILITIES
      Debt due within one year                                               $          78     $         439      $         204
      Trade and other payables                                                       1,358             1,362              1,384
      Income taxes                                                                      71                14                 15
                                                                             --------------    --------------     --------------
                                                                                     1,507             1,815              1,603
NONCURRENT LIABILITIES
      Long-term debt (less current portion)                                             90             1,109              1,338
      Employee benefit obligations                                                     444               428                394
      Deferred income taxes                                                              -               367                313
      Reserves of captive insurance companies                                          190               179                196
      Asbestos litigation reserve (noncurrent portion)                                 534               568                565
      Other long-term liabilities and deferred credits                                 409               330                358
      Commitments and contingencies - Notes G
                                                                             --------------    --------------     --------------
                                                                                     1,667             2,981              3,164

COMMON STOCKHOLDERS' EQUITY                                                          3,747             2,706              2,500
                                                                             --------------    --------------     --------------

                                                                             $       6,921     $       7,502      $       7,267
                                                                             ==============    ==============     ==============



SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     3




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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED COMMON STOCKHOLDERS' EQUITY

---------------------------------------------------------------------------------------------------------------------------------
                                                                                                    Accumulated
                                                                                                          other
                                                      Common          Paid-in         Retained    comprehensive
(In millions)                                          stock          capital         earnings             loss            Total
---------------------------------------------------------------------------------------------------------------------------------

                                                                                                    
BALANCE AT OCTOBER 1, 2003                     $          68    $         350    $       1,961    $        (126)   $       2,253
    Total comprehensive income (1)                                                         179               22              201
    Cash dividends                                                                         (57)                              (57)
    Issued 2,698,722 common shares under
      stock incentive and other plans                      3              100                                                103
                                               --------------   --------------   --------------   --------------   --------------
BALANCE AT JUNE 30, 2004                       $          71    $         450    $       2,083    $        (104)   $       2,500
                                               ==============   ==============   ==============   ==============   ==============


BALANCE AT OCTOBER 1, 2004                     $          72    $         478    $       2,262    $        (106)   $       2,706
    Total comprehensive income (1)                                                       1,893               11            1,904
    Cash dividends                                                                         (60)                              (60)
    Distribution of Marathon shares
      from the MAP Transaction - Note D                                                   (936)                             (936)
    Issued 2,620,653 common shares under
      stock incentive and other plans                      2              131                                                133
                                               --------------   --------------   --------------   --------------   --------------
BALANCE AT JUNE 30, 2005                       $          74    $         609    $       3,159    $         (95)   $       3,747
                                               ==============   ==============   ==============   ==============   ==============

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

(1) Reconciliations of net income to total comprehensive income follow.



                                                                        Three months ended                Nine months ended
                                                                              June 30                           June 30
                                                                -------------------------------   -------------------------------
    (In millions)                                                        2005             2004             2005             2004
    -----------------------------------------------------------------------------------------------------------------------------

                                                                                                       
    Net income                                                  $       1,767    $         161    $       1,893    $         179
    Unrealized translation adjustments                                    (27)             (12)              11               22
        Related tax benefit (expense)                                      (1)               -                1                -
    Net unrealized gains (losses) on cash flow hedges                      (2)               -               (1)               -
                                                                --------------   --------------   --------------   --------------
    Total comprehensive income                                  $       1,737    $         149    $       1,904    $         201
                                                                ==============   ==============   ==============   ==============

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

    At June 30,  2005,  the  accumulated  other  comprehensive  loss of $95
    million (after tax) was comprised of net unrealized  translation  gains
    of $35  million,  a minimum  pension  liability of $129 million and net
    unrealized losses on cash flow hedges of $1 million.


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     4




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS

--------------------------------------------------------------------------------------------------------------------------
                                                                                                     Nine months ended
                                                                                                          June 30
                                                                                                  ------------------------
(In millions)                                                                                          2005          2004
--------------------------------------------------------------------------------------------------------------------------

                                                                                                         
CASH FLOWS FROM OPERATIONS
      Income from continuing operations                                                           $   1,893    $      195
      Adjustments to reconcile to cash flows from operations
          Depreciation, depletion and amortization                                                      141           144
          Deferred income taxes                                                                        (515)           70
          Equity income from affiliates                                                                (530)         (277)
          Distributions from equity affiliates                                                          277           156
          Gain on the MAP Transaction - Note D                                                       (1,295)            -
          Loss on early retirement of debt - Note D                                                     145             -
          Change in operating assets and liabilities (1)                                               (128)         (213)
          Other items                                                                                    (5)            2
                                                                                                  ----------   -----------
                                                                                                        (17)           77
CASH FLOWS FROM FINANCING
      Proceeds from issuance of common stock                                                            100            86
      Repayment of long-term debt                                                                    (1,477)          (75)
      Increase (decrease) in short-term debt                                                            (40)            8
      Cash dividends paid                                                                               (60)          (57)
                                                                                                  ----------   -----------
                                                                                                     (1,477)          (38)
CASH FLOWS FROM INVESTMENT
      Additions to property, plant and equipment                                                       (285)         (121)
      Purchase of operations - net of cash acquired - Note E                                           (152)           (5)
      Proceeds from sale of operations - Notes D and E                                                2,397            48
      Other - net                                                                                         9            13
                                                                                                  ----------   -----------
                                                                                                      1,969           (65)
                                                                                                  ----------   -----------
CASH PROVIDED (USED) BY CONTINUING OPERATIONS                                                           475           (26)
      Cash used by discontinued operations                                                              (26)          (14)
                                                                                                  ----------   -----------
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                        449           (40)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                         243           223
                                                                                                  ----------   -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                         $     692    $      183
                                                                                                  ==========   ===========

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

(1) Excludes changes resulting from operations acquired or sold.



SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.


                                     5



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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE A - SIGNIFICANT ACCOUNTING POLICIES

         INTERIM FINANCIAL REPORTING

         The  accompanying   unaudited  condensed   consolidated  financial
         statements   have  been  prepared  in  accordance  with  generally
         accepted accounting principles for interim financial reporting and
         Securities  and Exchange  Commission  regulations.  Although  such
         statements are subject to any year-end audit adjustments which may
         be  necessary,  in the  opinion  of  management,  all  adjustments
         (consisting of normal recurring accruals) considered necessary for
         a fair presentation have been included. These financial statements
         should be read in conjunction with Ashland's annual report on Form
         10-K,  as amended,  for the fiscal year ended  September 30, 2004.
         Results of operations for the periods ended June 30, 2005, are not
         necessarily  indicative  of  results to be  expected  for the year
         ending September 30, 2005.

         INVENTORIES



      -------------------------------------------------------------------------------------------------------------
                                                                       June 30      September 30           June 30
      (In millions)                                                       2005              2004              2004
      -------------------------------------------------------------------------------------------------------------
                                                                                            
      Chemicals and plastics                                     $         449     $         370     $         390
      Construction materials                                                85                71                76
      Petroleum products                                                    76                61                73
      Other products                                                        70                45                50
      Supplies                                                               8                 6                 6
      Excess of replacement costs over LIFO carrying values               (121)              (95)              (85)
                                                                 --------------    --------------    --------------
                                                                 $         567     $         458     $         510
                                                                 ==============    ==============    ==============


         EARNINGS PER SHARE

         The  following  table  sets  forth  the  computation  of basic and
         diluted earnings per share (EPS) from continuing operations.



     -----------------------------------------------------------------------------------------------------------------------
                                                                           Three months ended          Nine months ended
                                                                                 June 30                    June 30
                                                                         ------------------------   ------------------------
     (In millions except per share data)                                       2005         2004         2005          2004
     -----------------------------------------------------------------------------------------------------------------------
                                                                                                     
     Numerator
     Numerator for basic and diluted EPS - Income
         from continuing operations                                      $    1,767    $     167    $   1,893    $      195
                                                                         ===========   ==========   ==========   ===========
     Denominator
     Denominator for basic EPS - Weighted average
         common shares outstanding                                               73           70           72            70
     Common shares issuable upon exercise of stock options                        2            1            2             1
                                                                         -----------   ----------   ----------   -----------
     Denominator for diluted EPS - Adjusted weighted
         average shares and assumed conversions                                  75           71           74            71
                                                                         ===========   ==========   ==========   ===========

     Earnings per share from continuing operations
         Basic                                                           $    24.13    $    2.38    $   26.11    $     2.80
         Diluted                                                         $    23.65    $    2.35    $   25.48    $     2.75






                                     6

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE B - DISCONTINUED OPERATIONS

         Ashland is subject to liabilities  from claims  alleging  personal
         injury  caused  by  exposure  to  asbestos.   Such  claims  result
         primarily from indemnification  obligations  undertaken in 1990 in
         connection  with the sale of Riley  Stoker  Corporation,  a former
         subsidiary.  During the nine months ended June 30,  2004,  Ashland
         recorded  charges  of $44  million to  increase  its  reserve  for
         asbestos  claims,  the  effect  of which was  partially  offset by
         credits  of  $22  million  to  increase  its  asbestos   insurance
         receivable. The resulting $22 million pretax charge to income, net
         of deferred income tax benefits of $9 million, was reflected as an
         after-tax loss from discontinued  operations of $13 million in the
         Statement  of  Consolidated  Income for the nine months ended June
         30,  2004.  No  increases  to the  asbestos  reserve or  insurance
         receivable  were  recorded in the nine months ended June 30, 2005.
         See Note G for further  discussion  of Ashland's  asbestos-related
         litigation.  Also  during the nine  months  ended  June 30,  2004,
         Ashland  recorded a $3 million  decrease  to the gain  recorded in
         2003 on the sale of its Electronic Chemicals business.

         Components of amounts reflected in the income  statements  related
         to discontinued operations are presented in the following table.



      ------------------------------------------------------------------------------------------------------------------------
                                                                              Three months ended         Nine months ended
                                                                                   June 30                    June 30
                                                                            -----------------------   ------------------------
      (In millions)                                                              2005         2004         2005          2004
      ------------------------------------------------------------------------------------------------------------------------
                                                                                                        
      Pretax loss from discontinued operations
          Reserves for asbestos-related litigation                          $       -    $      (7)   $       -     $     (22)
          Loss on disposal of Electronic Chemicals                                  -           (2)           -            (3)
      Income taxes
          Reserves for asbestos-related litigation                                  -            3            -             9
          Loss on disposal of Electronic Chemicals                                  -            -            -             -
                                                                            ----------   ----------   ----------    ----------
      Results from discontinued operations (net of income taxes)            $       -    $      (6)   $       -     $     (16)
                                                                            ==========   ==========   ==========    ==========


NOTE C - UNCONSOLIDATED AFFILIATES

         Under Rule 3-09 of Regulation S-X, Ashland filed audited financial
         statements for Marathon  Ashland  Petroleum LLC (MAP) for the year
         ended  December  31,  2004,  on a Form  10-K/A on March 15,  2005.
         Unaudited income statement information for MAP is shown below.

         MAP is organized as a limited  liability  company that has elected
         to  be  taxed  as  a  partnership.   Therefore,  the  parents  are
         responsible  for income taxes  applicable  to their share of MAP's
         taxable  income.  The net income  reflected below for MAP does not
         include any  provision  for income  taxes that will be incurred by
         its parents.



      -----------------------------------------------------------------------------------------------------------
                                                                Three months ended          Nine months ended
                                                                      June 30                    June 30
                                                              ------------------------   ------------------------
      (In millions)                                                 2005         2004          2005         2004
      -----------------------------------------------------------------------------------------------------------
                                                                                           
      Sales and operating revenues                            $   14,282    $  11,155    $   38,195    $  29,773
      Income from operations                                         823          585         1,408          734
      Net income                                                     823          583         1,396          725
      Ashland's equity income                                        309          216           518          261




                                     7

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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE D - MAP TRANSACTION

         On June  30,  2005,  Ashland  completed  the  transfer  of its 38%
         interest  in  MAP  and  two  other   businesses  to  Marathon  Oil
         Corporation in a transaction valued at approximately $3.7 billion.
         The two other businesses were Ashland's maleic anhydride  business
         and 60 Valvoline Instant Oil Change (VIOC) centers in Michigan and
         northwest  Ohio.  This  transaction  is being  referred to in this
         document as the "MAP Transaction." As a result of this transaction
         Ashland shareholders of record as of the close of business on June
         30, 2005,  received  .2364 Marathon  shares per Ashland share.  In
         total,   Ashland's  shareholders  received  17,538,815  shares  of
         Marathon  common  stock with an  aggregate  value of $936  million
         based upon the June 30 closing  price of Marathon  stock.  Ashland
         received cash of $2,407 million and MAP trade accounts  receivable
         of $913 million.  These amounts include approximately $2.8 billion
         of cash and  accounts  receivable  included  in the  $3.7  billion
         transaction   value,   and  $518  million  of  cash  and  accounts
         receivable  representing 38% of MAP's distributable cash and other
         adjustments as of June 30, 2005.

         Proceeds  net  of  expenses  of  $26  million  exceeded  the  book
         investment and resulted in a pretax gain of $1,295  million.  Even
         though the Marathon  common stock  distribution  went  directly to
         Ashland   shareholders,   for  financial  reporting  purposes  the
         Marathon  stock  is  reflected  as  non-cash   proceeds  from  the
         transaction, included in the gain computation, and then shown as a
         distribution to shareholders out of retained earnings in Ashland's
         stockholders'  equity  progression.  The pretax gain is shown on a
         separate  line  caption on the income  statement  below  Operating
         Income and labeled  Gain on the MAP  Transaction.  Because none of
         the  businesses  qualify  as  discontinued  operations  under FASB
         Statement No. 144,  "Accounting  for the Impairment or Disposal of
         Long-Lived Assets," the gain is reported in Income from Continuing
         Operations, with no restatement of prior results.

         The MAP  Transaction  was  structured to be generally  tax-free to
         Ashland  shareholders and  tax-efficient  to Ashland.  Ashland and
         Marathon  entered  into a  closing  agreement  with  the  Internal
         Revenue Service (IRS) with respect to various tax  consequences of
         the  transaction.  Pursuant to a Tax Matters  Agreement (TMA) with
         Marathon,  any tax payable  under  Section  355(e) of the Internal
         Revenue Code on the  transaction  up to $200 million will be borne
         by Marathon,  with the next $175  million  being borne by Ashland,
         and any tax over $375 million being split equally  between the two
         companies.  Current estimates of the tax due are approximately $96
         million,  so  Ashland  has  recorded  no tax  due as  part  of the
         transaction.

         Due to the structure of the  transaction,  Marathon is entitled to
         the tax  deductions  for  Ashland's  future  payments  of  certain
         contingent  liabilities  related to previously owned businesses of
         Ashland.  However,  pursuant to the terms of the TMA, Marathon has
         agreed to  compensate  Ashland for these tax  deductions.  Ashland
         recorded a discounted  receivable of $65 million for the estimated
         present value of probable recoveries from Marathon for the portion
         of  these  future  tax  deductions  which  is not  dependent  upon
         Marathon's ability to utilize these deductions.  The receivable is
         included in the $1,295 million pretax gain on the  transaction and
         is included in other noncurrent  assets on Ashland's balance sheet
         at June 30, 2005. Deferred tax assets previously recorded on these
         contingent  liabilities  were  reversed  through  the  income  tax
         provision for the transaction.  Going forward,  adjustments to the
         receivable  resulting from changes in the liability estimates will
         go through  the Gain on the MAP  Transaction  line  caption on the
         income  statement,  while the  accretion of the  discount  will be
         reflected in interest income.

         Net deferred tax  liabilities  totaling $328 million were reversed
         through the income tax provision for the transaction. The reversal
         of deferred taxes,  including those deferred tax assets related to
         the contingent liabilities discussed above, reflects the fact that
         Marathon  assumes  Ashland's  tax basis in these  net  assets as a
         result of the MAP Transaction.


                                     8


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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE D - MAP TRANSACTION (CONTINUED)

         Ashland  used a  substantial  portion of the  proceeds  of the MAP
         Transaction to retire most of its debt and certain other financial
         obligations.  In  addition  to  the  payoff  of  $250  million  of
         receivables  financing  and the purchase of $101 million of assets
         that were formerly leased under operating leases,  Ashland retired
         approximately  $1.54  billion of balance sheet debt as of June 30,
         2005 and incurred a loss on the early  retirement  of debt of $143
         million.  The loss  consisted of debt  repayment  premiums of $137
         million,  a tender fee of $3 million and the write-off of deferred
         debt issuance  costs of $3 million.  On a year-to-date  basis,  an
         additional   $2  million  loss  on  the  early   retirement  of  a
         capitalized  lease in the  December  2004 quarter was added to the
         Loss on  Early  Retirement  of Debt  line  caption  on the  income
         statement.  A tax  benefit of $56  million in the  quarter and $57
         million for the nine months  ended June 30, 2005 was  recorded for
         the loss on early  retirement of debt.  Ashland  expects to retire
         additional debt and other  financial  obligations in the September
         and December 2005 quarters.

         The gain on the MAP Transaction  and the loss on early  retirement
         of debt, net of their respective tax effects, increased net income
         by $1,536 million,  or $20.56 per share,  for the three months and
         $1,535  million,  or $20.66 per share,  for the nine months  ended
         June  30,  2005.  As  additional   refinements  to  the  gain  are
         determined,  expected to be  primarily  in the tax area due to the
         unique and complicated tax aspects of the transaction, adjustments
         to the gain will be reflected in the quarter they are  determined.
         Due to the continuing nature of certain tax issues,  the gain will
         continue to be adjusted in future periods.

NOTE E - ACQUISITIONS AND OTHER DIVESTITURES

         During the nine  months  ended June 30,  2005,  Ashland  Specialty
         Chemical  acquired Dow  Chemical's  DERAKANE(R)  epoxy vinyl ester
         resins  business  for   approximately   $90  million.   With  this
         acquisition,   Ashland  Specialty  Chemical's  composite  polymers
         business   continues  to  build  its  innovative   line  of  resin
         chemistries for composite manufacturing. The purchase included all
         technology and  intellectual  property assets  associated with the
         DERAKANE resin business.  No physical  assets were  transferred to
         Ashland.  Also during the period,  Valvoline acquired Car Brite, a
         leading marketer of products for the U.S. professional  automotive
         reconditioning   industry.   In  addition,   Ashland  Distribution
         acquired  the  North  American   distribution  business  of  Albis
         Plastics and sold its ingestibles  business,  while APAC made four
         small  acquisitions  and one  small  divestiture.  Following  is a
         progression  of goodwill by segment for the nine months ended June
         30, 2005,  which  reflects  Ashland's  preliminary  allocation  of
         purchase price.



       --------------------------------------------------------------------------------------------------------------------
                                                                                     Ashland
                                                                        Ashland    Specialty
       (In millions)                                       APAC      Distribution   Chemical      Valvoline          Total
       --------------------------------------------------------------------------------------------------------------------
                                                                                                 
       Balance at October 1, 2004                     $     411      $       -     $      96      $       6     $      513
       Goodwill acquired                                      2              1            43             17             63
       Currency translation adjustments                       -              -             -              -              -
                                                      ----------     ----------    ----------     ----------    -----------
       Balance at June 30, 2005                       $     413      $       1     $     139      $      23     $      576
                                                      ==========     ==========    ==========     ==========    ===========



NOTE F - EMPLOYEE BENEFIT PLANS

         On December 8, 2003, the Medicare  Prescription Drug,  Improvement
         and Modernization Act of 2003 (the Act) was signed into law. Among
         other  things,   the  Act  will  expand  Medicare  to  include  an
         outpatient prescription drug benefit beginning in 2006, as well as
         provide a subsidy for  sponsors of retiree  health care plans that
         provide a benefit that is at least  actuarially  equivalent to the
         Medicare  Act  benefits.  In May 2004,  the  Financial  Accounting
         Standards  Board issued Staff Position No. FAS 106-2,  "Accounting
         and


                                     9

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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE F - EMPLOYEE BENEFIT PLANS (CONTINUED)

         Disclosure Requirements Related to the Medicare Prescription Drug,
         Improvement   and   Modernization   Act  of   2003."   Regulations
         implementing   major   provisions   of  the  Act,   including  the
         determination  of  actuarial  equivalency,  were issued in January
         2005.  Effective May 1, 2005, Ashland amended its health care plan
         for  retirees  age 65 or  older so that the  company  will  always
         qualify for the subsidy and remeasured its postretirement  benefit
         obligation  as  of  that  date.  The  remeasurement   reduced  the
         postretirement  benefit  obligation by $58 million and will reduce
         postretirement  benefit  costs by $3  million  over the last  five
         months of the fiscal year 2005.

         Presently,  Ashland  anticipates  contributing  $86 million to its
         U.S.  pension plans and $33 million to its non-U.S.  pension plans
         during  fiscal  2005.  As of June 30, 2005,  contributions  of $25
         million  have been made to the U.S.  plans and $8  million  to the
         non-U.S.  plans. In addition to the remaining  contributions to be
         made  during the last  quarter of fiscal  2005,  Ashland  plans on
         contributing  an additional  $75 million to its U.S.  plans around
         October 1, 2005.

         The following  table  details the  components of pension and other
         postretirement benefit costs.



      ----------------------------------------------------------------------------------------------------------------------
                                                                                                     Other postretirement
                                                                            Pension benefits               benefits
                                                                        -------------------------   ------------------------
      (In millions)                                                           2005          2004          2005         2004
      ----------------------------------------------------------------------------------------------------------------------
                                                                                                      
      Three months ended June 30
      Service cost                                                      $       13    $       13    $        2    $       1
      Interest cost                                                             20            20             4            4
      Expected return on plan assets                                           (21)          (19)            -            -
      Amortization of prior service credit                                       -             -            (2)          (3)
      Amortization of net actuarial loss                                         8             9             -            1
                                                                        -----------   -----------   -----------   ----------
                                                                        $       20    $       23    $        4    $       3
                                                                        ===========   ===========   ===========   ==========


      Nine months ended June 30
      Service cost                                                      $       40    $       38    $        7    $       8
      Interest cost                                                             59            55            12           15
      Expected return on plan assets                                           (59)          (51)            -            -
      Amortization of prior service credit                                       -             -            (7)         (14)
      Amortization of net actuarial loss                                        24            25             3            4
                                                                        -----------   -----------   -----------   ----------
                                                                        $       64    $       67    $       15    $      13
                                                                        ===========   ===========   ===========   ==========


NOTE G - LITIGATION, CLAIMS AND CONTINGENCIES

         ASBESTOS-RELATED LITIGATION

         Ashland is subject to liabilities  from claims  alleging  personal
         injury  caused  by  exposure  to  asbestos.   Such  claims  result
         primarily from indemnification  obligations  undertaken in 1990 in
         connection with the sale of Riley Stoker  Corporation  (Riley),  a
         former  subsidiary.  Although  Riley was neither a producer  nor a
         manufacturer of asbestos,  its industrial  boilers  contained some
         asbestos-containing components provided by other companies.




                                    10

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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE G - LITIGATION, CLAIMS AND CONTINGENCIES (CONTINUED)

         A summary of asbestos claims activity follows.  Because claims are
         frequently  filed and  settled  in large  groups,  the  amount and
         timing of  settlements  and number of open  claims  can  fluctuate
         significantly from period to period.



      ---------------------------------------------------------------------------------------------------------------------
                                                      Nine months ended
                                                           June 30                       Years ended September 30
                                                  ---------------------------    ------------------------------------------
      (In thousands)                                    2005            2004           2004            2003           2002
      ---------------------------------------------------------------------------------------------------------------------
                                                                                                 
      Open claims - beginning of period                  196             198            198             160            167
      New claims filed                                    10              24             29              66             45
      Claims settled                                      (5)             (6)            (7)             (7)           (15)
      Claims dismissed                                   (16)            (17)           (24)            (21)           (37)
                                                  -----------     -----------    -----------     -----------    -----------
      Open claims - end of period                        185             199            196             198            160
                                                  ===========     ===========    ===========     ===========    ===========


         Since October 1, 2001,  Riley has been dismissed as a defendant in
         74% of the resolved  claims.  Amounts spent on litigation  defense
         and claim  settlements  averaged  $1,675 per claim resolved in the
         nine months  ended June 30,  2005,  compared to $1,736 in the nine
         months ended June 30, 2004, and annual averages of $1,655 in 2004,
         $1,610 in 2003 and $723 in 2002. A progression  of activity in the
         asbestos reserve is presented in the following table.



      ---------------------------------------------------------------------------------------------------------------------
                                                     Nine months ended
                                                          June 30                        Years ended September 30
                                                 ---------------------------     ------------------------------------------
      (In millions)                                     2005           2004            2004           2003            2002
      ---------------------------------------------------------------------------------------------------------------------
                                                                                                 
      Asbestos reserve - beginning of period     $       618     $      610      $      610     $      202      $      199
      Expense incurred                                     -             44              59            453              41
      Amounts paid                                       (34)           (39)            (51)           (45)            (38)
                                                 ------------    -----------     -----------    -----------     -----------
      Asbestos reserve - end of period           $       584     $      615      $      618     $      610      $      202
                                                 ============    ===========     ===========    ===========     ===========


         During the December  2002 quarter,  Ashland  increased its reserve
         for  asbestos  claims  by $390  million  to cover  the  litigation
         defense and claim  settlement  costs for probable  and  reasonably
         estimable future payments related to existing open claims, as well
         as an estimate of those that may be filed in the future.  Prior to
         December 31, 2002, the asbestos reserve was based on the estimated
         costs that would be incurred to settle  existing  open  claims.  A
         range of estimates  of future  asbestos  claims and related  costs
         using various  assumptions  was developed  with the  assistance of
         Hamilton,  Rabinovitz & Alschuler,  Inc.  (HR&A).  The methodology
         used by HR&A to project future asbestos costs was based largely on
         Ashland's recent experience, including claim-filing and settlement
         rates,  disease mix, open claims, and litigation defense and claim
         settlement  costs.  Ashland's claim experience was compared to the
         results of previously conducted epidemiological studies estimating
         the number of people likely to develop asbestos-related  diseases.
         Those studies were undertaken in connection with national analyses
         of the population expected to have been exposed to asbestos. Using
         that  information,  HR&A estimated a range of the number of future
         claims that may be filed, as well as the related costs that may be
         incurred in resolving those claims.

         From the  range of  estimates,  Ashland  recorded  the  amount  it
         believed to be the best estimate,  which  represented the expected
         payments for litigation  defense and claim settlement costs during
         the next ten years.  Subsequent updates to this estimate have been
         made,  with the  assistance of HR&A,  based on a combination  of a
         number of  factors  including  the  actual  volume of new  claims,
         recent settlement costs,




                                    11




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE G - LITIGATION, CLAIMS AND CONTINGENCIES (CONTINUED)

         changes in the mix of alleged disease, enacted legislative changes
         and other  developments  impacting  Ashland's  estimate  of future
         payments. Ashland's reserve for asbestos claims on an undiscounted
         basis amounted to $584 million at June 30, 2005,  compared to $618
         million at September 30, 2004 and $615 million at June 30, 2004.

         Projecting future asbestos costs is subject to numerous  variables
         that are  extremely  difficult  to  predict.  In  addition  to the
         significant  uncertainties  surrounding  the number of claims that
         might be received,  other variables  include the type and severity
         of the disease  alleged by each claimant,  the long latency period
         associated  with  asbestos  exposure,  dismissal  rates,  costs of
         medical  treatment,  the impact of bankruptcies of other companies
         that are  co-defendants in claims,  uncertainties  surrounding the
         litigation process from jurisdiction to jurisdiction and from case
         to case,  and the impact of potential  changes in  legislative  or
         judicial standards.  Furthermore,  any predictions with respect to
         these  variables  are subject to even greater  uncertainty  as the
         projection   period   lengthens.   In  light  of  these   inherent
         uncertainties,  Ashland believes its asbestos  reserve  represents
         the best estimate within a range of possible  outcomes.  As a part
         of the process to develop  Ashland's  estimates of future asbestos
         costs,  a range of long-term cost models is developed that assumes
         a run-out  of  claims  through  2056.  These  models  are based on
         national  studies  that  predict  the  number of people  likely to
         develop  asbestos-related  diseases and are heavily  influenced by
         assumptions  regarding  long-term  inflation  rates for  indemnity
         payments  and  legal  defense  costs,  as well as other  variables
         mentioned  previously.  The total  future  litigation  defense and
         claim settlement costs on an undiscounted basis has been estimated
         within  a  reasonably  possible  range  of  $400  million  to $1.9
         billion,  depending  on the number of years those costs extend and
         other combinations of assumptions  selected.  If actual experience
         is worse than  projected  relative to the number of claims  filed,
         the severity of alleged  disease  associated  with those claims or
         costs  incurred  to  resolve  those  claims,  Ashland  may need to
         increase  further  the  estimates  of the  costs  associated  with
         asbestos claims and these increases could  potentially be material
         over time.

         Ashland has insurance  coverage for most of the litigation defense
         and  claim  settlement  costs  incurred  in  connection  with  its
         asbestos claims, and  coverage-in-place  agreements exist with the
         insurance companies that provide substantially all of the coverage
         currently being accessed.  As a result,  increases in the asbestos
         reserve have been largely offset by probable insurance recoveries.
         The amounts not  recoverable  generally are due from insurers that
         are insolvent,  rather than as a result of uninsured claims or the
         exhaustion of Ashland's insurance coverage.

         Ashland  retained  the  services of  Tillinghast-Towers  Perrin to
         assist  management in estimating  the value of probable  insurance
         recoveries  associated  with  Ashland's  estimate of its  asbestos
         liabilities. Such recoveries are based on management's assumptions
         and estimates  surrounding  the available or applicable  insurance
         coverage.  One  such  assumption  is that  all  solvent  insurance
         carriers remain solvent.  Although coverage limits are resolved in
         the coverage-in-place agreement with Equitas Limited (Equitas) and
         other London companies,  which collectively  provide a significant
         portion of Ashland's insurance coverage for asbestos claims, there
         is  a  disagreement  with  these  companies  over  the  timing  of
         recoveries.  The  resolution  of this  disagreement  could  have a
         material  effect on the value of insurance  recoveries  from those
         companies.  In estimating the value of future recoveries,  Ashland
         has used the  least  favorable  interpretation  of this  agreement
         under which the ultimate  recoveries  are extended for many years,
         resulting in a significant  discount  being applied to value those
         recoveries.  Ashland will continue to apply this methodology until
         such  time as the  disagreement  is  resolved.  On July 21,  2004,
         Ashland  filed a demand for  arbitration  to resolve  the  dispute
         concerning the interpretation of this agreement.



                                    12




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE G - LITIGATION, CLAIMS AND CONTINGENCIES (CONTINUED)

         At  June  30,  2005,   Ashland's   receivable  for  recoveries  of
         litigation  defense and claim  settlement  costs from its insurers
         amounted to $404  million,  of which $57 million  relates to costs
         previously paid.  Receivables from insurance companies amounted to
         $435  million at  September  30, 2004 and $430 million at June 30,
         2004.  About  35%  of the  estimated  receivables  from  insurance
         companies  at June 30,  2005,  are expected to be due from Equitas
         and other London companies. Of the remainder, approximately 90% is
         expected  to come from  companies  or  groups  that are rated A or
         higher by A. M. Best.

         ENVIRONMENTAL PROCEEDINGS

         Ashland  is  subject   to   various   federal,   state  and  local
         environmental  laws and  regulations  that  require  environmental
         assessment  or  remediation  efforts  (collectively  environmental
         remediation)  at  multiple  locations.  At  June  30,  2005,  such
         locations  included 102 waste  treatment  or disposal  sites where
         Ashland has been  identified  as a potentially  responsible  party
         under Superfund or similar state laws,  approximately  130 current
         and  former  operating  facilities  (including  certain  operating
         facilities  conveyed  to MAP)  and  about  1,220  service  station
         properties.   Ashland's  reserves  for  environmental  remediation
         amounted  to $177  million  at June  30,  2005,  compared  to $152
         million at  September  30, 2004 and $169 million at June 30, 2004.
         Such amounts reflect Ashland's  estimates of the most likely costs
         that  will  be  incurred  over an  extended  period  to  remediate
         identified   conditions   for  which  the  costs  are   reasonably
         estimable,   without   regard  to  any   third-party   recoveries.
         Engineering studies, probability techniques, historical experience
         and other  factors are used to identify and  evaluate  remediation
         alternatives  and their related costs in determining the estimated
         reserves for environmental remediation.

         Environmental   remediation   reserves  are  subject  to  numerous
         inherent  uncertainties  that affect Ashland's ability to estimate
         its share of the costs. Such uncertainties  involve the nature and
         extent of  contamination  at each  site,  the  extent of  required
         cleanup efforts under existing environmental  regulations,  widely
         varying   costs  of   alternate   cleanup   methods,   changes  in
         environmental  regulations,  the  potential  effect of  continuing
         improvements  in  remediation  technology,   and  the  number  and
         financial  strength of other  potentially  responsible  parties at
         multiparty  sites.  Ashland  regularly  adjusts  its  reserves  as
         environmental  remediation  continues.  Environmental  remediation
         expense amounted to $39 million for the nine months ended June 30,
         2005,  compared to $16 million for the nine months  ended June 30,
         2004,  and annual  expense of $2 million in 2004,  $22  million in
         2003 and $30 million in 2002.

         No individual  remediation location is material to Ashland, as its
         largest  reserve for any site is less than 10% of the  remediation
         reserve. As a result,  Ashland's exposure to adverse  developments
         with  respect  to  any  individual  site  is  not  expected  to be
         material,  and  these  sites  are in  various  stages  of  ongoing
         remediation.  Although  environmental  remediation  could  have  a
         material  effect on results of  operations  if a series of adverse
         developments  occurs  in a  particular  quarter  or  fiscal  year,
         Ashland believes that the chance of such developments occurring in
         the same quarter or fiscal year is remote.

         OTHER LEGAL PROCEEDINGS

         In  addition  to the matters  described  above,  there are various
         claims,   lawsuits  and  administrative   proceedings  pending  or
         threatened   against   Ashland   and  its   current   and   former
         subsidiaries. Such actions are with respect to commercial matters,
         product liability,  toxic tort liability,  and other environmental
         matters,  which seek  remedies or  damages,  some of which are for
         substantial  amounts.  While these  actions  are being  contested,
         their outcome is not predictable.




                                    13



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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT

-----------------------------------------------------------------------------------------------------------------------------
                                                                           Three months ended           Nine months ended
                                                                                 June 30                     June 30
                                                                         ------------------------    ------------------------
(In millions)                                                                  2005         2004          2005          2004
-----------------------------------------------------------------------------------------------------------------------------

                                                                                                      
REVENUES
    Sales and operating revenues
       APAC                                                              $      713    $     698     $   1,713    $    1,755
       Ashland Distribution                                                     987          840         2,837         2,326
       Ashland Specialty Chemical                                               484          366         1,318         1,017
       Valvoline                                                                354          330           987           945
       Intersegment sales
          Ashland Distribution                                                   (5)          (5)          (17)          (14)
          Ashland Specialty Chemical                                            (40)         (23)         (106)          (61)
          Valvoline                                                              (1)           -            (1)           (1)
                                                                         -----------   ----------    ----------   -----------
                                                                              2,492        2,206         6,731         5,967
    Equity income
       APAC                                                                       3            3             6            11
       Ashland Specialty Chemical                                                 2            2             6             5
       Valvoline                                                                  1            -             -             -
       Refining and Marketing                                                   309          216           518           261
                                                                         -----------   ----------    ----------   -----------
                                                                                315          221           530           277
    Other income
       APAC                                                                       7            9            11            20
       Ashland Distribution                                                       2            1             7             8
       Ashland Specialty Chemical                                                 2            3            20             8
       Valvoline                                                                  2            2             5             3
       Refining and Marketing                                                     -           (2)            2            (7)
       Corporate                                                                  1           (1)            4             2
                                                                         -----------   ----------    ----------   -----------
                                                                                 14           12            49            34
                                                                         -----------   ----------    ----------   -----------
                                                                         $    2,821    $   2,439     $   7,310    $    6,278
                                                                         ===========   ==========    ==========   ===========
OPERATING INCOME
    APAC                                                                 $       46    $      43     $       6    $       41
    Ashland Distribution                                                         36           23            95            56
    Ashland Specialty Chemical                                                   43           22           104            63
    Valvoline                                                                    26           30            69            75
    Refining and Marketing (1)                                                  290          205           486           232
    Corporate                                                                   (31)         (31)          (85)          (73)
                                                                         -----------   ----------    ----------   -----------
                                                                         $      410    $     292     $     675    $      394
                                                                         ===========   ==========    ==========   ===========

                                                                                         June 30      Sept. 30       June 30
                                                                                            2005          2004          2004
                                                                                       --------------------------------------
ASSETS
    APAC                                                                               $   1,517     $   1,428    $    1,424
    Ashland Distribution                                                                   1,058           922           933
    Ashland Specialty Chemical                                                             1,004           842           824
    Valvoline                                                                                707           658           656
    Refining and Marketing                                                                    89         2,742         2,599
    Corporate (2)                                                                          2,546           910           831
                                                                                       ----------    ----------   -----------
                                                                                       $   6,921     $   7,502    $    7,267
                                                                                       ==========    ==========   ===========

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

(1)    Includes Ashland's equity income from MAP,  amortization  related to
       Ashland's excess investment in MAP, and other activities  associated
       with refining and marketing.
(2)    Includes cash, cash equivalents,  accounts  receivable proceeds from
       the MAP Transaction and other unallocated assets.



                                    14




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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT

------------------------------------------------------------------------------------------------------------------------------
                                                                             Three months ended         Nine months ended
                                                                                  June 30                    June 30
                                                                           -----------------------    ------------------------
                                                                                2005         2004          2005         2004
------------------------------------------------------------------------------------------------------------------------------

                                                                                                       
OPERATING INFORMATION
APAC
    Construction backlog at June 30 (millions) (1)                                                    $   2,100    $   1,869
    Net construction job revenues (millions) (2)                           $     424    $     409     $     966    $     982
    Hot-mix asphalt production (million tons)                                    9.5          9.9          21.0         22.7
    Aggregate production (million tons)                                          8.3          8.1          22.6         21.0
Ashland Distribution (3)
    Sales per shipping day (millions)                                      $    15.4    $    13.3     $    15.1    $    12.3
    Gross profit as a percent of sales                                          10.0%         9.8%          9.8%         9.7%
Ashland Specialty Chemical (3)
    Sales per shipping day (millions)                                      $     7.6    $     5.8     $     7.0    $     5.3
    Gross profit as a percent of sales                                          27.6%        27.3%         26.3%        28.8%
Valvoline
    Lubricant sales (million gallons)                                           48.1         50.0         131.4        141.3
    Premium lubricants (percent of U.S. branded volumes)                        24.3%        22.0%         23.5%        21.0%
Refining and Marketing (4)
    Refinery runs (thousand barrels per day)
       Crude oil refined                                                       1,012        1,013           970          900
       Other charge and blend stocks                                             175          142           182          174
    Refined product yields (thousand barrels per day)
       Gasoline                                                                  636          623           619          596
       Distillates                                                               328          323           316          285
       Asphalt                                                                    97           85            83           70
       Other                                                                     140          138           150          136
                                                                             --------     --------      --------     --------
       Total                                                                   1,201        1,169         1,168        1,087
    Refined product sales (thousand barrels per day) (5)                       1,477        1,440         1,421        1,367
    Refining and wholesale marketing margin (per barrel) (6)               $    6.69    $    5.27     $    4.58    $    2.87
    Speedway SuperAmerica (SSA)
       Retail outlets at June 30                                                                          1,647        1,746
       Gasoline and distillate sales (million gallons)                           822          802         2,360        2,371
       Gross margin - gasoline and distillates (per gallon)                $   .1211    $   .1192     $   .1165    $   .1161
       Merchandise sales (millions)                                        $     645    $     600     $   1,786    $   1,668
       Merchandise margin (as a percent of sales)                               25.2%        23.4%         25.2%        24.4%

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

(1)    Includes APAC's proportionate share of the backlog of unconsolidated
       joint  ventures.
(2)    Total construction job revenues, less subcontract costs.
(3)    Sales are defined as sales and operating  revenues.  Gross profit is
       defined  as sales  and  operating  revenues,  less cost of sales and
       operating expenses.
(4)    Amounts represent 100% of MAP's operations, in which Ashland owned a
       38% interest  until June 30, 2005.
(5)    Total  average  daily volume of all refined  product  sales to MAP's
       wholesale, branded and retail (SSA) customers.
(6)    Sales revenue less cost of refinery inputs,  purchased  products and
       manufacturing expenses, including depreciation.




                                    15




ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

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

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
---------------------------------------------------------------------------

RESULTS OF OPERATIONS

         Current  Quarter - Ashland  reported  net income  and income  from
         continuing operations of $1,767 million for the quarter ended June
         30,  2005,  including  a net gain of $1,536  million  from the MAP
         Transaction and a related loss on the early retirement of debt, as
         described  in  Note  D to  the  Condensed  Consolidated  Financial
         Statements.  For the quarter ended June 30, 2004, Ashland reported
         net income of $161 million and income from  continuing  operations
         of $167 million. Results from discontinued operations,  consisting
         primarily of charges for asbestos  liabilities,  accounted for the
         difference in net income and income from continuing operations for
         the 2004 period.

         In  addition  to the  gain on the MAP  Transaction,  the  improved
         results  reflect a 41% increase in operating  income from refining
         and  marketing  and a 40%  increase in  operating  income from the
         Chemical  Sector,  which  consists  of the  Ashland  Distribution,
         Ashland Specialty Chemical, and Valvoline divisions.  In addition,
         the Transportation  Construction Sector, which consists of Ashland
         Paving  And  Construction,  Inc.  (commercially  known  as  APAC),
         recorded  a 7%  increase  in  operating  income  to a  record  $46
         million, in spite of higher energy prices.

         Year-to-Date  -  Ashland  reported  net  income  and  income  from
         continuing  operations of $1,893 million for the nine months ended
         June 30, 2005, including a net gain of $1,535 million from the MAP
         Transaction and a related loss on the early retirement of debt, as
         described  in  Note  D to  the  Condensed  Consolidated  Financial
         Statements.  For the nine  months  ended  June 30,  2004,  Ashland
         reported  net income of $179  million and income  from  continuing
         operations of $195 million.  Results from discontinued operations,
         consisting   primarily  of  charges  for   asbestos   liabilities,
         accounted  for  the  difference  in net  income  and  income  from
         continuing operations for the 2004 period.

         In  addition  to the  gain on the MAP  Transaction,  the  improved
         results reflect a 109% increase in operating  income from refining
         and  marketing  and a 38%  increase in  operating  income from the
         Chemical Sector.  However, the Transportation  Construction Sector
         experienced  an 85%  decrease  in  operating  income  due to lower
         production resulting from poor weather conditions during the first
         six months of the fiscal year, and higher  hydrocarbon  costs.  An
         analysis of operating income by industry segment follows.

         APAC

         Current  Quarter - APAC reported  record  operating  income of $46
         million for the June 2005 quarter, compared to $43 million for the
         June  2004  quarter,   despite  rising   hydrocarbon   costs.  Net
         construction  job revenues (total  construction  job revenues less
         subcontract  costs)  increased  4% from  the  prior  year  period.
         Production  of  hot-mix  asphalt  decreased  4%,  while  aggregate
         production  increased 2%.  Energy-related costs for liquid asphalt
         and fuel  increased  10%. At June 30,  2005,  APAC's  construction
         backlog,  which  consists  of work  awarded and funded but not yet
         performed, was $2.1 billion, up 12% from June 30, 2004.





                                    16




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         APAC (CONTINUED)

         Year-to-Date  - APAC reported  operating  income of $6 million for
         the nine months ended June 30,  2005,  compared to $41 million for
         the nine months ended June 30, 2004. The decline  reflects reduced
         production of hot-mix asphalt and increased hydrocarbon costs. Net
         construction job revenues decreased 2% from the prior year period.
         Production  of  hot-mix  asphalt  decreased  7%,  while  aggregate
         production  increased 8%.  Energy-related costs for liquid asphalt
         and fuel  increased  7%.  Equity  income from APAC's joint venture
         project at  Atlanta's  Hartsfield  Airport  declined $5 million as
         that project nears completion.

         ASHLAND DISTRIBUTION

         Current  Quarter  -  Ashland   Distribution   achieved  its  sixth
         consecutive  record quarter,  with operating income of $36 million
         for the June 2005  quarter,  up 57% over the $23 million  reported
         for the June 2004 quarter.  Record sales  revenues were up 18% due
         to the division's  ability to pass through price increases.  Gross
         profit as a percent of sales  improved to 10.0%,  compared to 9.8%
         in the prior year quarter.  Ashland Distribution has sustained its
         exceptional  performance  by  maintaining  margins  in the face of
         rising raw material  costs,  managing  expenses  and  aggressively
         expanding its sales reach.  Margin  improvement more than offset a
         volume decline of 4%.

         Year-to-Date  -  Ashland  Distribution  achieved  all-time  record
         operating income of $95 million for the nine months ended June 30,
         2005,  up 70% over the $56 million  reported for the same period a
         year ago. The increase  reflects the same factors described in the
         current quarter comparison. Sales revenues increased 22% and gross
         profit as a percent of sales  increased to 9.8%,  compared to 9.7%
         for the prior year period. Volumes declined 1% reflecting the sale
         of Ashland Distribution's ingestibles business in January 2005.

         ASHLAND SPECIALTY CHEMICAL

         Current Quarter - Ashland Specialty  Chemical achieved an all-time
         record quarter,  with operating income of $43 million for the June
         2005  quarter,  up 95% over the $22 million  reported for the June
         2004 quarter.  Strong  performance  resulted  from better  margins
         coupled with a 6% increase in  thermoset  resins  volumes.  Margin
         improvement reflects rising prices and partial abatement of rising
         raw material  costs.  Operating  income from the thermoset  resins
         businesses  increased  $23  million,  or  152%,  due  to a  strong
         performance from Composite Polymers,  which has benefited from the
         acquisition of Dow Chemical's DERAKANE(R) epoxy vinyl ester resins
         business.  

         Year-to-Date  -  Ashland  Specialty  Chemical  reported  operating
         income of $104  million for the nine months ended June 30, 2005, a
         65% improvement  compared to $63 million for the nine months ended
         June  30,  2004.   Operating  income  from  the  thermoset  resins
         businesses  increased  $43  million,  or 90%,  reflecting a strong
         performance from Composite Polymers. In addition,  the 2005 period
         included  approximately  $4  million in net,  non-recurring  gains
         principally  related  to  the  termination  of  a  product  supply
         contract in the December 2004 quarter, in addition to a $7 million
         pretax  gain on the sale of an idle plant in  Plaquemine,  La., in
         the March 2005  quarter.  Although  Ashland  Specialty  Chemical's
         sales and operating revenues were up 30%,  reflecting in part a 7%
         increase in sales  volumes for the  thermoset  resins  businesses,
         gross profit as a percent of sales  declined  from 28.8% to 26.3%.
         Tightness  in certain  petrochemical  markets  caused raw material
         costs to escalate at a faster pace than could be recovered through
         increased selling prices.




                                    17


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         VALVOLINE

         Current Quarter - Operating income from the Valvoline division was
         $26 million in the June 2005  quarter,  a 13% decline  compared to
         $30 million for the June 2004  quarter.  The decline was primarily
         due to the combination of a 4% decrease in lubricant sales volumes
         in a  soft  motor  oil  market  and  higher  raw  material  costs.
         Valvoline  International reported a record quarter, with operating
         income  improving  by 31%  due  mainly  to  better  earnings  from
         operations in Europe.  During the quarter,  Valvoline acquired Car
         Brite,   a   leading    marketer   of   professional    automotive
         reconditioning products. Car Brite's product line includes a broad
         array of interior  and  exterior  cleaners,  paint  restorers  and
         protectants, and detail dressings.

         Year-to-Date  - Operating  income from the Valvoline  division was
         $69 million for the nine months ended June 30, 2005, an 8% decline
         compared to $75 million for the nine months  ended June 30,  2004.
         The decline was primarily due to a 7% decrease in lubricant  sales
         volumes due to a soft motor oil market.  Partially offsetting this
         decrease was a 28% improvement in international results, primarily
         in Europe and Latin America.

         REFINING AND MARKETING

         Current  Quarter - Operating  income from Refining and  Marketing,
         which  consisted  primarily of equity  income from  Ashland's  38%
         ownership interest in MAP through June 30, 2005,  amounted to $290
         million for the June 2005 quarter,  a 41% improvement  compared to
         $205 million for the June 2004  quarter.  Equity income from MAP's
         refining and wholesale marketing operations increased $79 million,
         reflecting  a $1.42 per  barrel  increase  in MAP's  refining  and
         wholesale  marketing  margin.  Equity  income  from  MAP's  retail
         operations (Speedway  SuperAmerica and a 50% interest in the Pilot
         Travel  Centers joint  venture)  increased $8 million,  reflecting
         higher product and merchandise  sales volumes and margins for SSA.
         Equity income from MAP's  transportation  operations  increased $3
         million,  reflecting increased revenues.  Ashland's administrative
         and other costs related to Refining and Marketing  amounted to $20
         million for the June 2005 quarter, compared to $11 million for the
         June 2004  quarter.  The June 2005 quarter  included  increases in
         environmental reserves of $16 million, while the June 2004 quarter
         included   losses  of  $2  million  on  margin  hedges  and  costs
         associated with the MAP Transaction of $5 million.

         Year-to-Date  -  Operating  income  from  Refining  and  Marketing
         amounted to $486  million for the nine months ended June 30, 2005,
         a 109%  improvement  compared to $232  million for the nine months
         ended  June 30,  2004.  Equity  income  from  MAP's  refining  and
         wholesale  marketing  operations  increased  $232  million.  MAP's
         refining and wholesale marketing margin increased $1.71 per barrel
         and crude oil  throughput  increased 8% compared to the prior year
         period.  Equity income from MAP's retail operations  increased $22
         million,  reflecting higher  merchandise sales volumes and margins
         for SSA,  and higher  distillate  sales  volumes  and  margins and
         higher merchandise sales volumes for PTC. Equity income from MAP's
         transportation   operations   increased  $7  million,   reflecting
         increased  revenues.  Ashland's  administrative  and  other  costs
         related to Refining and Marketing  amounted to $32 million for the
         2005 period, compared to $29 million for the 2004 period. The 2005
         period  included  increases  in  environmental   reserves  of  $20
         million, while the 2004 period included increases in environmental
         reserves of $2 million,  losses of $7 million on margin hedges and
         costs associated with the MAP Transaction of $8 million.

         As described  in Note D to the  Condensed  Consolidated  Financial
         Statements,  Ashland  transferred  its  38%  interest  in  MAP  to
         Marathon  on  June  30,  2005.   Ashland   retains  certain  costs
         associated  with its  former  Refining  and  Marketing  activities
         discussed  in the  current  quarter and  year-to-date  comparisons
         above.




                                    18

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         CORPORATE

         Corporate  expenses  amounted to $31 million in both the June 2005
         and June 2004 quarters. Corporate expenses amounted to $85 million
         for the nine months ended June 30,  2005,  compared to $73 million
         for the nine months  ended June 30,  2004.  The  increase  for the
         year-to-date  period  reflects a $5 million loss recognized in the
         March  2005  quarter  on  a  foreign-currency-denominated  prepaid
         royalty  payment  received in 2002 and a $7 million  charge in the
         December 2004 quarter for  estimated  future  obligations  to make
         certain   insurance   premium   payments   related  to  past  loss
         experience.

         GAIN ON THE MAP TRANSACTION

         See Note D to the Condensed  Consolidated Financial Statements for
         a discussion of the MAP Transaction and the resulting  pretax gain
         of $1,295 million recorded in the June 2005 quarter.

         LOSS ON EARLY RETIREMENT OF DEBT

         See Note D to the Condensed  Consolidated Financial Statements for
         a discussion of the early  retirement of debt  associated with the
         MAP  Transaction,  which resulted in a pretax loss of $143 million
         recorded in the June 2005  quarter  and $145  million for the nine
         months ended June 30, 2005.

         NET INTEREST AND OTHER FINANCIAL COSTS

         Net interest and other  financial costs amounted to $31 million in
         the June 2005  quarter,  compared  to $29 million in the June 2004
         quarter. For the nine months ended June 30, 2005, net interest and
         other  financial  costs  amounted to $89 million,  compared to $88
         million for the nine months ended June 30, 2004.  The increases in
         both periods reflected increased short-term  borrowings during the
         period  when  distributions  from  MAP were  suspended  due to the
         pending closing of the MAP Transaction.  As described in Note D to
         the Condensed  Consolidated  Financial Statements,  Ashland repaid
         most  of  its   outstanding   debt  and  certain  other  financial
         obligations with the proceeds of the MAP Transaction. Interest and
         other  financial costs of $28 million in the June 2005 quarter and
         $82 million in the nine months  ended June 30,  2005,  will not be
         incurred  in  future  periods  because  of  these  repayments.  In
         addition,  Ashland will receive increased interest income from the
         investment of remaining cash proceeds from the transaction.

         INCOME TAXES

         As discussed  in Note D to the  Condensed  Consolidated  Financial
         Statements,  the MAP Transaction  resulted in the reversal of $328
         million of net  deferred  tax  liabilities  through the income tax
         provision that distorts the normal relationship of income taxes to
         pretax  income.  Excluding  the  pretax  gain  and the  associated
         deferred tax benefit,  the  effective tax rate for the nine months
         ended June 30,  2005 was 38.8%,  which is  essentially  equal to a
         combined U.S. federal and state statutory rate.

         DISCONTINUED OPERATIONS

         As  described  in  Notes  B and G to  the  Condensed  Consolidated
         Financial   Statements,   Ashland's   results  from   discontinued
         operations  for the quarter and nine months  ended June 30,  2004,
         include  charges   associated   with  estimated   future  asbestos
         liabilities  less  probable  insurance  recoveries,   as  well  as
         negative  adjustments  to the gain  recorded in fiscal 2003 on the
         disposal of Ashland's discontinued  Electronic Chemicals business.
         Such amounts are summarized below.




                                    19

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         DISCONTINUED OPERATIONS (CONTINUED)



      ------------------------------------------------------------------------------------------------------------------------
                                                                              Three months ended         Nine months ended
                                                                                   June 30                    June 30
                                                                            -----------------------   ------------------------
      (In millions)                                                              2005         2004         2005          2004
      ------------------------------------------------------------------------------------------------------------------------
                                                                                                        
      Pretax loss from discontinued operations
          Reserves for asbestos-related litigation                          $       -    $      (7)   $       -     $     (22)
          Loss on disposal of Electronic Chemicals                                  -           (2)           -            (3)
      Income taxes
          Reserves for asbestos-related litigation                                  -            3            -             9
          Loss on disposal of Electronic Chemicals                                  -            -            -             -
                                                                            ----------   ----------   ----------    ----------
      Results from discontinued operations (net of income taxes)            $       -    $      (6)   $       -     $     (16)
                                                                            ==========   ==========   ==========    ==========


FINANCIAL POSITION

         LIQUIDITY

         Cash flows from operations, a major source of Ashland's liquidity,
         amounted to a deficit of $17  million  for the nine  months  ended
         June 30, 2005,  compared to positive cash flows of $77 million for
         the nine months ended June 30, 2004. As a part of the repayment of
         debt  and  other  financial  obligations  associated  with the MAP
         Transaction,  Ashland repurchased  accounts receivable  previously
         sold under its sale of  receivables  facility,  which reduced cash
         flows from  operations  by $150  million in the nine months  ended
         June 30, 2005.  Ashland  received cash  distributions  from MAP of
         $271 million in the 2005 period, compared to distributions of $146
         million in the 2004  period.  Ashland has made $173 million in net
         federal tax payments in the 2005  period,  compared to $42 million
         in the 2004 period.  Pension contributions amounted to $33 million
         in the 2005 period compared to $89 million in the 2004 period.

         Ashland's  financial position has enabled it to obtain capital for
         its financing needs. As anticipated,  on June 29, 2005,  following
         shareholder approval of the MAP Transaction, Moody's cut Ashland's
         senior  debt  rating  to Ba1,  the  highest  non-investment  grade
         rating,   and  cut  Ashland's   commercial  paper  rating  to  N-P
         (Not-Prime).   Ratings   downgrades  below  investment  grade  can
         significantly  increase a company's  borrowing  costs.  Standard &
         Poor's  maintained its investment grade rating of BBB on Ashland's
         senior  debt  and A-2 on its  commercial  paper.  Ashland  has two
         revolving  credit  agreements  providing for up to $650 million in
         borrowings.  The  agreement  providing  for up to $350  million in
         borrowings expires on March 21, 2010. The agreement  providing for
         up to $300 million in borrowings expires on March 20, 2006. Though
         Ashland  utilized the latter  facility to fund maturing  long-term
         debt, the early  retirement of a capital lease,  and certain other
         lease payments prior to the completion of the MAP Transaction,  no
         borrowings  were  outstanding  under  either  facility at June 30,
         2005. The borrowing  capacity  under the $350 million  facility is
         reduced by $15  million of letters of credit  outstanding  at June
         30, 2005. While the revolving credit agreements  contain covenants
         limiting new borrowings based on Ashland's  stockholders'  equity,
         these  agreements  would have permitted an additional $5.5 billion
         of borrowings at June 30, 2005. Additional  permissible borrowings
         are increased  (decreased)  by 150% of any increase  (decrease) in
         stockholders' equity.

         At June 30, 2005,  working capital  (excluding debt due within one
         year)  amounted to $2,501  million,  compared  to $926  million at
         September 30, 2004,  and $830 million at June 30, 2004.  Ashland's
         working  capital  is  affected  by its use of the LIFO  method  of
         inventory valuation. That method valued inventories




                                    20

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         LIQUIDITY (CONTINUED)

         below their  replacement  costs by $121  million at June 30, 2005,
         compared to $95 million at September 30, 2004,  and $85 million at
         June 30, 2004.  Liquid assets (cash, cash equivalents and accounts
         receivable)  amounted to 207% of current  liabilities  at June 30,
         2005,  compared to 84% at September 30, 2004,  and 87% at June 30,
         2004. The increase in working  capital and liquidity  reflects the
         remaining  cash  and  accounts  receivable  proceeds  from the MAP
         Transaction  after  retirement of most of Ashland's debt,  certain
         operating   leases  and  repayment  of  its  accounts   receivable
         financing facility.  Ashland intends to retire additional debt and
         possibly  additional  operating leases, as well as make additional
         contributions  to its  pension  plans  in the  next  three  to six
         months.  Remaining  proceeds will be invested in  held-to-maturity
         marketable securities and cash equivalents.

         CAPITAL RESOURCES

         For the nine  months  ended  June  30,  2005,  property  additions
         amounted to $285 million,  including  $101 million in purchases of
         previously  leased  assets with  proceeds of the MAP  Transaction.
         This compares with property additions of $121 million for the same
         period last year. Ashland  anticipates  meeting its remaining 2005
         capital  requirements for property  additions of approximately $70
         million,  excluding any additional  buyouts of current leases, and
         dividends of approximately $20 million,  from internally generated
         funds,  supplemented  by  proceeds  from  the MAP  transaction  as
         necessary.

         In 2004,  Ashland  initiated a multi-year SAP enterprise  resource
         planning   (ERP)  project  that  is  expected  to  be  implemented
         world-wide  across Ashland's  Chemical Sector to achieve increased
         efficiency  and  effectiveness  in supply  chain,  financial,  and
         environmental, health and safety processes. Overall costs for this
         project  through  2007 are  expected  to total  approximately  $90
         million,  of which  approximately $80 million will be capitalized,
         including $25 million of capitalized costs expected to be spent in
         2005.  While  extensive  planning  is underway to support a smooth
         implementation  of the  ERP  system,  such  implementations  carry
         substantial  project  risk,  including  the potential for business
         interruption and associated adverse impacts on operating results.

         Ashland's  debt level  amounted to $168  million at June 30, 2005,
         compared  to $1,548  million at  September  30,  2004,  and $1,542
         million at June 30,  2004.  Debt as a percent of capital  employed
         amounted to 4.3% at June 30, 2005,  compared to 36.4% at September
         30, 2004, and 38.1% at June 30, 2004. At June 30, 2005,  Ashland's
         debt included $29 million of floating-rate obligations.

         On July 25,  2005,  Ashland's  board of directors  authorized  the
         purchase of its common shares in an amount up to $270 million. The
         stock repurchase  program is designed to purchase shares from time
         to time in the open market in compliance with contractual, IRS and
         other applicable restrictions.

ASBESTOS-RELATED LITIGATION AND ENVIRONMENTAL REMEDIATION

         For a discussion  of  Ashland's  asbestos-related  litigation  and
         environmental  remediation  matters,  see Note G to the  Condensed
         Consolidated Financial Statements.



                                    21

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FORWARD LOOKING STATEMENTS

         Management's  Discussion  and  Analysis  contains  forward-looking
         statements,  within the meaning of Section  27A of the  Securities
         Act of 1933 and  Section  21E of the  Securities  Exchange  Act of
         1934.  These  statements  include  those that  refer to  Ashland's
         operating performance,  earnings, benefits expected to be obtained
         through the SAP ERP  implementation and expectations about the use
         of proceeds from the MAP  Transaction.  Although  Ashland believes
         its  expectations are based on reasonable  assumptions,  it cannot
         assure the expectations  reflected herein will be achieved.  These
         forward-looking  statements are based upon internal  forecasts and
         analyses  of current  and future  market  conditions  and  trends,
         management plans and strategies,  weather,  operating efficiencies
         and economic conditions,  such as prices,  supply and demand, cost
         of raw  materials,  and legal  proceedings  and claims  (including
         environmental and asbestos matters) and are subject to a number of
         risks,  uncertainties,  and  assumptions  that could cause  actual
         results  to  differ  materially  from  those  we  describe  in the
         forward-looking   statements.   The  risks,   uncertainties,   and
         assumptions   include   the   risks   associated   with   the  ERP
         implementation,  including the potential for business interruption
         and associated  adverse  impacts on operating  results;  and other
         risks that are described  from time to time in the  Securities and
         Exchange  Commission  (SEC) reports of Ashland.  Other factors and
         risks affecting  Ashland are contained in Risks and  Uncertainties
         in Note A to the  Consolidated  Financial  Statements in Ashland's
         annual report on Form 10-K, as amended,  for the fiscal year ended
         September   30,  2004.   Ashland   undertakes   no  obligation  to
         subsequently update or revise these forward-looking statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Ashland's  market  risk  exposure  at June 30,  2005 is  generally
         consistent  with the types and  amounts of market  risk  exposures
         presented in Ashland's annual report on Form 10-K, as amended, for
         the fiscal year ended September 30, 2004.

ITEM 4.  CONTROLS AND PROCEDURES

         (a)      As of the end of the  period  covered  by this  quarterly
                  report,  Ashland,  under  the  supervision  and  with the
                  participation  of  its  management,  including  Ashland's
                  Chief Executive Officer and its Chief Financial  Officer,
                  evaluated  the  effectiveness  of  Ashland's   disclosure
                  controls and  procedures  pursuant to Rule  13a-15(b) and
                  15d-15(b)  promulgated under the Securities  Exchange Act
                  of 1934,  as  amended.  Based upon that  evaluation,  the
                  Chief Executive  Officer and Chief Financial Officer have
                  concluded  that the  disclosure  controls and  procedures
                  were effective.

         (b)      There were no significant  changes in Ashland's  internal
                  control over  financial  reporting,  or in other factors,
                  that occurred during the period covered by this quarterly
                  report that have materially  affected,  or are reasonably
                  likely to materially  affect,  Ashland's internal control
                  over financial reporting.





                                    22


                        PART II - OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     Asbestos-Related  Litigation - Ashland is subject to liabilities  from
claims alleging personal injury caused by exposure to asbestos. Such claims
result  primarily from  indemnification  obligations  undertaken in 1990 in
connection with the sale of Riley Stoker  Corporation  ("Riley"),  a former
subsidiary.  Although  Riley was neither a producer nor a  manufacturer  of
asbestos,   its  industrial  boilers  contained  some   asbestos-containing
components provided by other companies.

     The  majority  of  lawsuits  filed  involve  multiple  plaintiffs  and
multiple defendants,  with the number of defendants in many cases exceeding
100. The monetary  damages sought in the  asbestos-related  complaints that
have  been  filed  in  state  or  federal   courts  vary  as  a  result  of
jurisdictional  requirements  and  practices,  though the vast  majority of
these  complaints  either do not specify  monetary damages sought or merely
recite  that the  monetary  damages  sought  meet or  exceed  the  required
jurisdictional  minimum in which the complaint was filed.  Plaintiffs  have
asserted  specific  dollar  claims for damages in  approximately  5% of the
52,100  active  lawsuits  pending  as of June 30,  2005.  In  these  active
lawsuits,  less than 0.2% of the active lawsuits  involve claims between $0
and $100,000;  approximately  1.5% of the active  lawsuits  involve  claims
between  $100,000  and $1  million;  less  than 1% of the  active  lawsuits
involve  claims  between $1 million and $5  million;  less than 0.2% of the
active  lawsuits  involve  claims  between  $5  million  and  $10  million;
approximately  2% of the active lawsuits involve claims between $10 million
and $15 million;  and less than 0.02% of the active lawsuits involve claims
between $15 million and $100 million. The variability of requested damages,
coupled with the actual  experience  of  resolving  claims over an extended
period,  demonstrates that damages  requested in any particular  lawsuit or
complaint bear little or no relevance to the merits or disposition value of
a particular case. Rather, the amount potentially recoverable by a specific
plaintiff or group of  plaintiffs  is  determined  by other factors such as
product  identification  or lack  thereof,  the  type and  severity  of the
disease alleged, the number and culpability of other defendants, the impact
of  bankruptcies  of other  companies  that are  co-defendants  in  claims,
specific  defenses  available  to  certain   defendants,   other  potential
causative factors and the specific jurisdiction in which the claim is made.

     For  additional   information   regarding   liabilities  arising  from
asbestos-related litigation, see Note G of "Notes to Condensed Consolidated
Financial Statements" in this quarterly report on Form 10-Q.

     U.S. Department of Justice ("USDOJ") Antitrust Division  Investigation
- In November 2003,  Ashland received a subpoena from the USDOJ relating to
a foundry resins grand jury investigation.  Ashland has provided responsive
records to the subpoena. As is frequently the case when such investigations
are in  progress,  a number  of civil  actions  have  since  been  filed in
multiple  jurisdictions,  most of which are seeking class action status for
classes of customers of foundry resins.  These cases have been consolidated
for  pretrial  purposes  in the  United  States  District  Court,  Southern
District of Ohio. Ashland will vigorously defend the actions.

     Environmental  Proceedings  -  (1)  Under  the  federal  Comprehensive
Environmental  Response  Compensation  and  Liability  Act (as amended) and
similar state laws,  Ashland may be subject to joint and several  liability
for  clean-up  costs in  connection  with  alleged  releases  of  hazardous
substances  at  sites  where  it  has  been  identified  as a  "potentially
responsible  party" ("PRP").  As of June 30, 2005, Ashland had been named a
PRP at 102 waste  treatment or disposal  sites.  These sites are  currently
subject to ongoing  investigation and remedial activities,  overseen by the
United  States  Environmental  Protection  Agency (the  "USEPA") or a state
agency,  in which Ashland is typically  participating  as a member of a PRP
group.  Generally,  the  type of  relief  sought  includes  remediation  of
contaminated soil and/or groundwater,  reimbursement for past costs of site
clean-up and  administrative  oversight,  and/or  long-term  monitoring  of
environmental   conditions  at  the  sites.  The  ultimate  costs  are  not
predictable with assurance.

     For  additional   information  regarding   environmental  matters  and
reserves,  see  Note  G  of  "Notes  to  Condensed  Consolidated  Financial
Statements" in this quarterly report on Form 10-Q.

     (2) On May 13, 2002,  Ashland  entered into a plea  agreement with the
U.S.  Attorney's  Office  for  the  District  of  Minnesota  and  the  U.S.
Department of Justice  regarding a May 16, 1997, sewer fire at the St. Paul
Park,  Minnesota  refinery,  which is now owned by MAP. As part of the plea
agreement,  Ashland entered guilty pleas to two  misdemeanors,  paid a $3.5
million fine related to violations of the Clean Air Act ("CAA"), paid $3.55
million as  restitution  to the  employees  injured  in the fire,  and paid
$200,000 as restitution to the responding rescue units. Ashland also agreed
to  complete  certain  upgrades  to the St.  Paul Park  refinery's  process
sewers,  junction boxes and 



                                     23


drains to meet  standards  established  by  Subpart  QQQ of the New  Source
Performance  Standards of the CAA (the "Refinery  Upgrades").  The Refinery
Upgrades,  completed in 2004,  have been  acknowledged  and accepted by the
appropriate agencies.  As part of the plea agreement,  Ashland entered into
and satisfied the terms and conditions of a deferred prosecution  agreement
so that the deferred prosecution was dismissed by the court on February 22,
2005.


     As part of its  sentence,  Ashland  was placed on  probation  for five
years.  The primary  condition of probation is an obligation  not to commit
future federal,  state,  or local crimes.  If Ashland were to commit such a
crime,  it would be subject not only to prosecution for that new violation,
but the  government  could  also seek to revoke  Ashland's  probation.  The
probation  office has retained an independent  environmental  consultant to
review and  monitor  Ashland's  compliance  with  applicable  environmental
requirements  and the terms and  conditions  of  probation.  The court also
included  other  customary  terms  and  restrictions  of  probation  in its
probation order

     (3) In 1990,  contamination of groundwater at Ashland's former Canton,
Ohio,  refinery  (now owned and operated by MAP) was first  identified  and
reported to Ohio's  Environmental  Protection  Agency ("OEPA").  Since that
time,  Ashland has  voluntarily  conducted  investigation  and  remediation
activities  and regularly  communicated  with OEPA  regarding  this matter.
Ashland and the state of Ohio have exchanged  Consent Order drafts and have
met to negotiate the terms of such an order. The state filed a complaint in
February  2004,  but  simultaneously  expressed  an interest in  continuing
Consent  Order  settlement   discussions.   Following  the  filing  of  the
complaint,  Ashland,  OEPA and Ohio's  Office of the Attorney  General have
continued to work to finalize a Consent  Order.  The state has advised that
it will assess a penalty as part of the overall  settlement and has made an
initial request for $650,000.

     Class Action  Lawsuit  Related to MAP  Transaction - On April 8, 2005,
Shiva Singh filed a complaint in the Supreme Court of the State of New York
in  New  York  County,  individually  and on  behalf  of  others  similarly
situated,  against Ashland and the individual members of Ashland's Board of
Directors. The complaint also names Marathon Oil Corporation  ("Marathon"),
MAP and Credit Suisse First Boston LLC ("CSFB") as  defendants.  On May 19,
2005,  Ashland  removed the action to the United States  District Court for
the  Southern  District  of New York.  The  action  arose out of a proposed
transaction, which was announced on March 19, 2004, in which Ashland was to
transfer its entire 38% interest in MAP as well as certain other businesses
to  Marathon.  The  proposed  transaction  was valued at  approximately  $3
billion.  The complaint alleges breach of fiduciary duties against Ashland,
its  directors,  Marathon  and MAP as  well as  negligence  and  breach  of
fiduciary  duties  against  CSFB.  The  complaint  also alleges  aiding and
abetting breach of fiduciary duties and/or  negligence  against each of the
defendants.

     The plaintiff seeks to recover from  defendants an unspecified  amount
of damages.  The  plaintiff  also seeks to enjoin the proposed  transaction
between Ashland and Marathon (and any related shareholder vote); to require
defendants to make a full and fair  disclosure of all material facts before
completion of the proposed transaction; and to require defendants to obtain
a  current,   independent   fairness   opinion   concerning   the  proposed
transaction.  In the event that the  proposed  transaction  is  consummated
prior to the entry of the  court's  final  judgment,  the  plaintiff  seeks
rescission of the proposed  transaction  as well as damages.  The plaintiff
also seeks the costs and disbursements of the action,  including reasonable
fees and expenses of plaintiff's attorneys and expert.

     Ashland believes the lawsuit is without merit. As stated in its May 2,
2005 Form 8-K,  on April  27,  2005,  Ashland  signed an  amendment  to its
agreement to transfer its 38% interest in MAP and two other  businesses  to
Marathon.  Under  the  amended  agreement,   Ashland's  interest  in  these
businesses was valued at approximately $3.7 billion (compared to $3 billion
in the original proposed transaction). As noted in Item 5 to this quarterly
report on Form 10-Q,  Ashland  transferred  its 38% interest in MAP and two
other  businesses  to Marathon on June 30, 2005.  On July 8, 2005,  Ashland
moved to dismiss the  complaint.  CSFB joined  Ashland's  motion to dismiss
and,  on July 8,  2005,  Marathon  filed a separate  motion to dismiss  the
complaint.

     Other Legal  Proceedings - In addition to the matters described above,
there are various claims,  lawsuits and administrative  proceedings pending
or threatened against Ashland and its current and former subsidiaries. Such
actions are with respect to commercial  matters,  product liability,  toxic
tort liability,  and other  environmental  matters,  which seek remedies or
damages, some of which are for substantial amounts. While these actions are
being contested, their outcome is not predictable.

     ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a)  Ashland's  Special Meeting of  Shareholders  was held on June 29,
          2005  at the  Metropolitan  Club,  50 E.  RiverCenter  Boulevard,
          Covington, Kentucky at 10:30 a.m.




                                    24



     (b)  Ashland's  shareholders  at said meeting  approved the previously
          announced agreement to transfer Ashland's  38-percent interest in
          MAP and two other  businesses to Marathon by a vote of 57,529,512
          affirmative to 1,022,090 negative and 450,666 abstention votes.

     ITEM 5.  OTHER INFORMATION

     On June 30, 2005, Ashland completed its previously announced agreement
with  Marathon to  transfer  Ashland's  38-percent  interest in MAP and two
other businesses to Marathon in a transaction  valued at approximately $3.7
billion.  The two other businesses were Ashland's maleic anhydride business
and 60 Valvoline Instant Oil Change centers in Michigan and northwest Ohio.

     As a result of the transaction,  Ashland  shareholders of record as of
the close of business on June 30, 2005,  received .2364 Marathon shares per
Ashland share. In total,  Ashland's shareholders received 17,538,815 shares
of Marathon common stock with an aggregate value of $936 million based upon
the June 30 closing price of Marathon stock.

     Additionally,  the transaction resulted in Ashland's receipt of $2,407
million in cash and MAP accounts receivable of $913 million.  These amounts
included  approximately  $2.8  billion  of  cash  and  accounts  receivable
included in the $3.7 billion  transaction  value,  and $518 million of cash
and accounts receivable representing 38 percent of MAP's distributable cash
and other adjustments as of June 30, 2005.

     For additional  information regarding the MAP Transaction,  see Note D
of "Notes to Condensed Consolidated Financial Statements" in this quarterly
report on Form 10-Q.

     ITEM 6.  EXHIBITS

     (a)  Exhibits

          3(i)    Second  Restated  Articles of  Incorporation  of Ashland,
                  effective July 21, 2005.

          3(ii)   By-laws of Ashland, effective June 30, 2005.

          12      Computation of Ratio of Earnings to Fixed Charges.

          31.1    Certificate of James J. O'Brien,  Chief Executive Officer
                  of Ashland pursuant to Section 302 of the  Sarbanes-Oxley
                  Act of 2002.

          31.2    Certificate of J. Marvin Quin, Chief Financial Officer of
                  Ashland pursuant to Section 302 of the Sarbanes-Oxley Act
                  of 2002.

          32      Certificate of James J. O'Brien,  Chief Executive Officer
                  of Ashland,  and J. Marvin Quin, Chief Financial  Officer
                  of Ashland, pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.


                                    25



                                 SIGNATURE

         Pursuant to the  requirements  of the  Securities  Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                                Ashland Inc.  
                                   ------------------------------------
                                               (Registrant)


   Date:  August 8, 2005           /s/ J. Marvin Quin   
                                   -------------------------------------
                                    J. Marvin Quin
                                    Senior Vice President and Chief Financial
                                    Officer (on behalf of the Registrant and
                                    as principal financial officer)



                                    26





                               EXHIBIT INDEX


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

3(i)         Second  Restated   Articles  of   Incorporation   of  Ashland,
             effective July 21, 2005.

3(ii)        By-laws of Ashland, effective June 30, 2005.

12           Computation of Ratio of Earnings to Fixed Charges.

31.1         Certificate of James J. O'Brien,  Chief  Executive  Officer of
             Ashland pursuant to Section 302 of the  Sarbanes-Oxley  Act of
             2002.

31.2         Certificate  of J. Marvin  Quin,  Chief  Financial  Officer of
             Ashland pursuant to Section 302 of the  Sarbanes-Oxley  Act of
             2002.

32           Certificate of James J. O'Brien,  Chief  Executive  Officer of
             Ashland,  and J.  Marvin  Quin,  Chief  Financial  Officer  of
             Ashland,  pursuant to Section 906 of the Sarbanes-Oxley Act of
             2002.


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