Washington, D. C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934

    Date of report (Date of earliest event reported):  February 22, 2001

                                ASHLAND INC.
           (Exact name of registrant as specified in its charter)

               (State or other jurisdiction of incorporation)

      1-2918                                               61-0122250
(Commission File Number)                                 (I.R.S. Employer
                                                        Identification No.)

50 E. RiverCenter Boulevard, Covington, Kentucky            41012-0391
    (Address of principal executive offices)                (Zip Code)

           P.O. Box 391, Covington, Kentucky                41012-0391
                   (Mailing Address)                        (Zip Code)

    Registrant's telephone number, including area code (859) 815-3333


     On June 22, 1999, Ashland Inc.  ("Ashland"),  as a shareholder of Arch
Coal,  Inc.  ("Arch  Coal"),  announced that it had retained the investment
banking  firm  of  Goldman   Sachs  to  help  Ashland   explore   strategic
alternatives for its investment in Arch Coal.
         On March 16, 2000, Ashland's board of directors declared a taxable
distribution to its shareholders of approximately  17.4 million of its 22.1
million  shares of Arch Coal  Common  Stock.  On March  27,  2000,  Ashland
distributed  these 17.4  million  shares of Arch Coal  Common  Stock to its
shareholders  of record on March 24,  2000.  Each share of  Ashland  Common
Stock  received  0.246097  shares of Arch Coal Common  Stock.  In addition,
Ashland  shareholders  received $7.1875 per share for any fractional shares
of Arch Coal Common  Stock,  which was  determined  to be the value of Arch
Coal Common Stock on the record date.
     At that time,  Ashland  announced  that it  intended to dispose of its
remaining 4.7 million  shares of Arch Coal Common Stock in a transaction or
transactions  that  qualify as a sale for  federal  income tax  purposes by
March 2001. On September 6, 2000, Arch Coal filed a registration  statement
under the  Securities  Act of 1933,  as amended,  for the sale of 4,756,968
shares of Arch Coal  Common  Stock by  Ashland  in an  underwritten  public
offering.  These shares were sold on February 22, 2001 at a price of $19.00
per share, before underwriter's commission.


         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.

    Date:  February 22, 2001          /s/ David L. Hausrath
                                      Name:     David L. Hausrath
                                      Title:    Vice President and
                                                General Counsel