As filed with the Securities and Exchange Commission on May 24, 2001
                                               Registration No. 333-54762
=========================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                          ------------------------
                              AMENDMENT NO. 4
                                     TO
                                  FORM S-3
                           REGISTRATION STATEMENT
                                   Under
                         the Securities Act of 1933


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

                Kentucky                                61-0122250
     (State or other jurisdiction of      (I.R.S. Employer Identification No.)
       incorporation or organization)
                      organization)

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

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

                          David L. Hausrath, Esq.
                     Vice President and General Counsel
                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333
         (Name, address, including zip code, and telephone number,
                including area code, of agent for service)

        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:
 From time to time after the effective date of this Registration Statement.

     If the only securities being registered on this Form are being offered
pursuant  to  dividend or interest  reinvestment  plans,  please  check the
following box: __
     If any of the  securities  being  registered  on this  Form  are to be
offered on a delayed or  continuous  basis  pursuant  to Rule 415 under the
Securities Act of 1933,  other than  securities  offered only in connection
with dividend or interest  reinvestment  plans,  please check the following
box: [X]
     If  this  Form is  filed  to  register  additional  securities  for an
offering  pursuant to Rule 462(b) under the Securities Act of 1933,  please
check the following box and list the Securities Act registration  statement
number  of the  earlier  effective  registration  statement  for  the  same
offering: __
     If this Form is a  post-effective  amendment  filed  pursuant  to Rule
462(c) under the Securities  Act of 1933,  check the following box and list
the Securities Act registration  statement number of the earlier  effective
registration statement for the same offering: __
     If delivery of the  prospectus is expected to be made pursuant to Rule
434 under the Securities Act of 1933, please check the following box. __

(continued on next page)





(continued from previous page)



                      CALCULATION OF REGISTRATION FEE

=================================================================================================================
     Title of Each Class of Securities         Amount to be        Proposed          Proposed         Amount of
              to be Registered                  Registered          Maximum          Maximum        Registration
                                                                Offering Price      Aggregate            Fee
                                                                  Per Unit(1)        Offering
                                                                                     Price(1)
------------------------------------------------------------------------------------------------------------------
                                                                                          
Common Stock (par value $1.00 per share)        149,300(2)         $33.0625         $4,936,231        $1,234.06
and Rights attached thereto
==================================================================================================================
(1)  Estimated  solely for the purposes of calculating the registration fee
     in  accordance  with Rule  457(h)(1)  of the  Securities  Act of 1933.
     Accordingly,  the price per share of the common stock offered pursuant
     to the plan is based on the 149,300  shares of common  stock  reserved
     for  issuance  under  the plan and at an  exercise  price per share of
     $33.0625,  which is the closing  price of the New York Stock  Exchange
     Composite Tape on September 21, 2000 per share of common stock.
(2)  Number of shares issuable upon exercise of nonqualified  stock options
     granted  to  selected  officers  and  employees  of  Marathon  Ashland
     Petroleum  LLC under the Ashland Inc.  Stock Option Plan for Employees
     of Joint Ventures.

     ASHLAND  HEREBY  AMENDS THIS  REGISTRATION  STATEMENT  ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS  EFFECTIVE  DATE UNTIL ASHLAND SHALL
FILE A FURTHER  AMENDMENT THAT  SPECIFICALLY  STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A)
OF THE SECURITIES  ACT OF 1933 OR UNTIL THE  REGISTRATION  STATEMENT  SHALL
BECOME  EFFECTIVE ON SUCH DATE AS THE  COMMISSION,  ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.




LEGEND

The information in this  prospectus is not complete and may be changed.  We
may not sell these securities  until the registration  statement filed with
the Securities and Exchange Commission is effective. This prospectus is not
an offer to sell these  securities and it is not soliciting an offer to buy
these securities in any state where the offer or sale is not permitted.




                SUBJECT TO COMPLETION, DATED MAY 24, 2001


PROSPECTUS


                                ASHLAND INC.
                        50 E. RIVERCENTER BOULEVARD
                         COVINGTON, KENTUCKY 41011
                               (859) 815-3333

                               149,300 SHARES

                                COMMON STOCK






     This  prospectus  relates to the 149,300 shares of Ashland Inc. common
stock,  $1.00 par value per share,  that we will issue upon exercise of the
outstanding   nonqualified  stock  options  that  we  granted  to  selected
employees and officers of Marathon Ashland  Petroleum LLC, or "MAP". MAP is
a joint venture between Ashland and Marathon Oil Company.


     Our  common  stock is listed on the New York  Stock  Exchange  and the
Chicago Stock Exchange under the symbol "ASH".  On May 23, 2001, the last
reported  sale price of our common  stock as reported by the New York Stock
Exchange was $42.09 per share.


     INVESTING IN OUR COMMON STOCK INVOLVES RISKS THAT ARE DESCRIBED IN THE
"RISK FACTORS" SECTION BEGINNING ON PAGE 3 OF THIS PROSPECTUS.



     You should read this  prospectus and any supplement  carefully  before
you invest.






                                                  Exercise Price      Proceeds to Ashland
                                                  --------------      -------------------
                                                                    
                   Per share of common stock         $33.0625               $33.0625
                   Total                           $4,936,231             $4,936,231







     Neither  the  Securities   and  Exchange   Commission  nor  any  state
securities  commission  has approved or  disapproved  these  securities  or
determined if this prospectus is truthful or complete.  Any  representation
to the contrary is a criminal offense.





                This prospectus is dated May ______, 2001.

                                TABLE OF CONTENTS

                                                                      Page
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Risk Factors                                                            3
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Ashland Inc.                                                            4
------------------------------------------------------------------------------
Use of Proceeds                                                         4
------------------------------------------------------------------------------
Description of Common Stock                                             5
------------------------------------------------------------------------------
Where You Can Find More Information About Ashland                       6
------------------------------------------------------------------------------
The Plan                                                                7
------------------------------------------------------------------------------
Federal Income Tax Consequences                                        11
------------------------------------------------------------------------------
Plan of Distribution                                                   11
------------------------------------------------------------------------------
Legal Matters                                                          11
------------------------------------------------------------------------------

                                        2




                                RISK FACTORS

THIS  PROSPECTUS  CONTAINS  FORWARD-LOOKING   STATEMENTS.
This  prospectus  contains  forward-looking  statements.  These  statements
relate to our future financial performance. In some cases, you can identify
forward-looking  statements by terminology such as "may," "will," "should,"
"expects," "plans,"  "anticipates,"  "believes,"  "estimates,"  "predicts,"
"potential,"  "continue" or the negative of these terms or other comparable
terminology.  These  statements  are only  predictions.  Actual  events  or
results may differ materially.  In evaluating these statements,  you should
specifically  consider  various  factors,  including the risks  outlined in
these risk  factors,  any of which may cause our  actual  results to differ
materially from any forward-looking statements.


ENVIRONMENTAL  AND HEALTH AND SAFETY  LIABILITIES  AND  REQUIREMENTS  COULD
MATERIALLY  INCREASE THE OPERATING  COSTS OF OUR  BUSINESSES,  PARTICULARLY
MARATHON ASHLAND PETROLEUM LLC ("MAP"), OUR JOINT VENTURE WITH MARATHON OIL
COMPANY,  AND OUR CHEMICAL  BUSINESSES.
We are subject to various U.S. and foreign laws and regulations relating to
environmental  protection  and  worker  health and  safety.  These laws and
regulations  regulate  discharges of pollutants into the air and water, the
management  and  disposal  of  hazardous  substances,  and the  cleanup  of
contaminated  properties.  The  costs  of  complying  with  these  laws and
regulations can be substantial and may increase as applicable  requirements
become  more  stringent  and  new  rules  are  implemented.   For  example,
environmental  requirements  such as the 1990  Amendments  to the Clean Air
Act, new water quality standards and strict fuel requirements are likely to
increase  capital,  operating  and  compliance  costs for our  chemical and
refining  businesses.  If we  violate  the  requirements  of these laws and
regulations,  we may  be  forced  to pay  substantial  fines,  to  complete
additional costly projects, or to modify or curtail our operations to limit
contaminant emissions.  In addition, we are investigating and remediating a
number of our current and former  properties,  and as of September 30, 2000
have been  identified  as a  potentially  responsible  party at 84 off-site
disposal  sites.  Although we have  established a reserve of  approximately
$163 million to address  these on-site and off-site  remediation  concerns,
actual related  expenditures or liabilities  could exceed estimated amounts
and could have a material  adverse  effect on our  consolidated  results of
operations  or financial  position or, if large  portions of these costs or
claims were required to be paid at once, our liquidity. In addition,  costs
or claims arising from contamination or from compliance  problems which may
occur or be discovered in the future could materially  affect our financial
position and results of operations.

DOMESTIC AND  INTERNATIONAL  POLITICAL,  LEGISLATIVE,  REGULATORY AND LEGAL
CHANGES  THAT RESULT IN RISING CRUDE OIL AND OTHER  FEEDSTOCK  PRICES COULD
ADVERSELY  EFFECT THE  PROFITABILITY  OF MAP.
Domestic and  international  political,  legislative,  regulatory and legal
changes may adversely affect our results of operations.  Political  actions
may  include  changes in the  policies  of the  Organization  of  Petroleum
Exporting   Countries   or  other   developments   involving  or  affecting
oil-producing countries,  including military conflict,  embargoes, internal
instability or actions or reactions of the U.S.  government in anticipation
of, or in response to, such actions.  Profitability  of MAP depends largely
on the margin  between the cost of crude oil and other  feedstocks  refined
and the selling prices of refined products. MAP is a purchaser of crude oil
in order to satisfy  its  refinery  throughput  requirements.  As a result,
MAP's  overall  profitability  could be adversely  affected by increases in
crude  oil  and  other  feedstock  prices  that  are not  recovered  in the
marketplace through higher prices. Reference should be made to the Refining
and Marketing section of the Management  Discussion and Analysis section in
our Securities and Exchange Commission ("SEC" or "Commission")  filings for
a  discussion  of  the  impact  of  crude  oil  costs  on  MAP's  operating
performance.


While we maintain  reserves for  anticipated  liabilities and carry various
levels of insurance, civil, criminal, regulatory or administrative actions,
claims or proceedings could also affect us.


SEVERAL OF OUR BUSINESSES ARE CYCLICAL IN NATURE, AND ECONOMIC DOWNTURNS OR
DECLINES  IN DEMANDS  FOR  CERTAIN  DURABLE  GOODS CAN LIMIT OUR ABILITY TO
GENERATE  REVENUES.
The  profitability  of  our  businesses  are  particularly  susceptible  to
downturns  in the  economy,  particularly  downturns in the segments of the
U.S.  economy related to the purchase and sale of durable goods,  including
housing, construction,  automotive, marine and semiconductor.  Both overall
demand for our  products  and our profit  margins  may  decline as a direct
result  of an  economic  recession,  inflation,  changes  in the  prices of
hydrocarbons  and other raw  materials  (e.g.,  crude oil and petroleum and
chemical  products),  consumer  confidence,  interest rates or



                                     3


governmental fiscal policies.  In addition,  we may experience  significant
changes in our profitability as a result of variations in sales, changes in
product mix or pricing competition.

ADVERSE  CHANGES IN PREVAILING  CLIMATE OR WEATHER THAT RESULT IN DELAYS IN
JOB COMPLETION IN APAC AND LOWER SALES VOLUMES IN MAP MAY NEGATIVELY IMPACT
THE OPERATING RESULTS OF THOSE  BUSINESSES.
Changes in climate and weather can significantly  affect the performance of
several  of  our  operations.   Extreme  variations  from  normal  climatic
conditions  could have a  significant  effect on the  operating  results of
APAC's  construction   operations.   In  particular,   unfavorable  weather
conditions  will delay the  completion of  construction  projects,  and may
require the use of additional resources.  In addition,  most of the refined
products  sold by MAP are  seasonal  in nature,  and thus  demand for those
products may decline due to significant  changes in prevailing  climate and
weather  conditions.  For  example,  the  sales  volume of  asphalt,  which
increases in warm weather months, and the sales volumes of propane and home
heating oil,  which  increase in cold weather  months,  could be negatively
affected by extreme  variations in climatic  patterns.  MAP's production or
distribution  operations are also subject to disruption by extreme  weather
conditions such as floods, frozen rivers or hurricanes.


PROVISIONS OF OUR CHARTER AND BYLAWS AND KENTUCKY LAW COULD DETER  TAKEOVER
ATTEMPTS  THAT  SOME  SHAREHOLDERS  MAY  CONSIDER  DESIRABLE,  WHICH  COULD
ADVERSELY  AFFECT  OUR  STOCK  PRICE.
Provisions of our certificate of incorporation, our bylaws and Kentucky law
make acquiring  control of us without the support of our board of directors
difficult  for a third  party,  even if the  change  of  control  would  be
beneficial to you. The existence of these provisions may deprive you of any
opportunity  to sell your shares at a premium  over the  prevailing  market
price for our common stock. The potential  inability of our shareholders to
obtain a control  premium could  adversely  affect the market price for our
common stock. Please see "Description of Common Stock" for a description of
these and other provisions.


                                ASHLAND INC.

     Our businesses are grouped into five industry segments:  APAC, Ashland
Distribution,  Ashland  Specialty  Chemical,  Valvoline,  and  Refining and
Marketing.

     APAC performs contract construction work, including highway paving and
repair,  excavation  and  grading,  and bridge  construction,  and produces
asphaltic and ready-mix concrete,  crushed stone and other aggregate in the
southern and midwestern United States.

     Ashland  Distribution  distributes  industrial  chemicals,   solvents,
plastics,  fiber  reinforcements  and fine ingredients in North America and
plastics in Europe.  Ashland  Specialty  Chemical  manufactures and sells a
wide variety of performance  chemicals,  resins,  products and services and
certain petrochemicals.

     Valvoline  is a marketer of  premium-branded,  packaged  motor oil and
automotive chemicals,  automotive appearance products, antifreeze, filters,
rust  preventives  and coolants.  In addition,  Valvoline is engaged in the
"fast oil change"  business  through outlets  operating under the Valvoline
Instant Oil Change(R) name.

     MAP operates seven refineries with a total crude oil refining capacity
of 935,000  barrels per day.  Refined  products are  distributed  through a
network of independent and company-owned  outlets in the Midwest, the upper
Great Plains and the southeastern United States. Marathon Oil Company has a
62% interest and we have a 38%  interest in MAP.  Ashland  accounts for its
investment in MAP using the equity method.

     We are a Kentucky corporation, organized on October 22, 1936, with our
principal  executive  offices  located  at  50  E.  RiverCenter  Boulevard,
Covington,  Kentucky 41011 (Mailing Address:  50 E. RiverCenter  Boulevard,
P.O. Box 391, Covington, Kentucky 41012-0391) (Telephone: (859) 815-3333).

                              USE OF PROCEEDS

     We will use the net  proceeds  we receive  from the sale of our common
stock to which this  prospectus  relates in connection with the exercise of
the options  described in this prospectus for general  corporate  purposes.
General  corporate  purposes  may  include  additions  to working  capital,
capital expenditures,  stock redemption, repayment of debt or the financing
of possible acquisitions.


                                     4



                        DESCRIPTION OF COMMON STOCK

COMMON STOCK



     As of the date of this  prospectus,  we are  authorized to issue up to
300,000,000 shares of common stock. As of March 31, 2001, we had 69,686,803
shares of common stock issued and outstanding  and had reserved  12,450,286
additional  shares of common stock for issuance under our various stock and
compensation incentive plans.


     The following  summary of the material  provisions  of the  applicable
sections of Ashland's  restated articles of incorporation and bylaws is not
complete and is not intended to give full effect to provisions of statutory
or  common  law.  You  should  refer to the  applicable  provisions  of the
following documents:

         o  the restated articles,  which are  incorporated by reference to
         Exhibit 3.2 to our Form 10-Q for the quarter  ended  December  31,
         1997, and

         o  the by-laws, as amended, which are incorporated by reference to
         Exhibit  3 to our Form 10-Q for the  quarter  ended  December  31,
         1999.

     DIVIDENDS.  The  holders  of common  stock  are  entitled  to  receive
dividends when, as and if declared by our board of directors,  out of funds
legally  available  for their  payment  subject to the rights of holders of
preferred stock.

     VOTING  RIGHTS.  The holders of common  stock are entitled to one vote
per share on all matters  submitted to a vote of shareholders.  The holders
of common stock also possess  cumulative  voting rights for the election of
directors.  Under cumulative  voting, a shareholder may multiply the number
of shares  owned by the number of  directors  to be elected and either cast
this  total  number of votes for any one  nominee or  distribute  the total
number  of  votes,  in  any  proportion,  among  as  many  nominees  as the
shareholder desires.

     RIGHTS UPON LIQUIDATION.  In the event of our voluntary or involuntary
liquidation, dissolution or winding up, the holders of common stock will be
entitled to share equally in any of our assets  available for  distribution
after the  payment  in full of all debts  and  distributions  and after the
holders of all series of  outstanding  preferred  stock have received their
liquidation preferences in full.

     MISCELLANEOUS.  The outstanding  shares of common stock are fully paid
and  nonassessable.  The  holders  of  common  stock  are not  entitled  to
preemptive or redemption rights. Shares of common stock are not convertible
into  shares of any other  class of  capital  stock.  National  City  Bank,
Cleveland, Ohio, is the transfer agent and registrar for the common stock.

PREFERRED STOCK PURCHASE RIGHTS

     The board of directors has  authorized the  distribution  of one right
for each  outstanding  share of our common stock.  Each right  entitles its
holder  to buy  one-one  thousandth  (1/1000th)  of a  share  of  Series  A
Participating Cumulative Preferred Stock at a price of $140.

     The rights will become exercisable upon the earlier of (a) any time we
learn  that a person  or group  has  acquired,  or  obtained  the  right to
acquire,  beneficial  ownership of more than 15% of our outstanding  common
stock (an  "acquiring  person"),  unless  provisions  intended  to  prevent
accidental  triggering  apply,  and (b) any date designated by our board of
directors  following the commencement of, or first public  disclosure of an
intention  to  commence,  a tender or  exchange  offer for our  outstanding
common stock. Each right other than those held by the acquiror will entitle
its holder to purchase, at the right's exercise price, shares of our common
stock  having  a  market  value  of  twice  the  right's   exercise  price.
Additionally, if we are acquired in a merger or other business combination,
each right other than those held by the surviving or acquiring company will
entitle its holder to purchase,  at the right's  exercise price,  shares of
the acquiring  company's common stock (or our stock if we are the surviving
corporation)  having a market  value of twice the right's  exercise  price.
Each one-one  thousandth  of a share of Series A  Participating  Cumulative
Preferred  Stock will be entitled to dividends and to vote on an equivalent
basis with one share of our common stock.


                                     5



     Rights may be  redeemed  at the option of the board of  directors  for
$.01 per  right at any time  before  the  earlier  of any time  there is an
acquiring  person or the  tenth  anniversary  of the date of the plan.  The
board of  directors  may amend the rights at any time  without  shareholder
approval. The rights will expire by their terms on May 15, 2006.

CERTAIN PROVISIONS OF ASHLAND'S RESTATED ARTICLES

     In the event of a proposed  merger or tender  offer,  proxy contest or
other  attempt  to gain  control  of us and not  approved  by our  board of
directors, it would be possible for our board of directors to authorize the
issuance of one or more  series of  preferred  stock with voting  rights or
other rights and preferences which would impede the success of the proposed
merger, tender offer, proxy contest or other attempt to gain control of us.
Applicable law, the restated articles and the applicable rules of the stock
exchanges  upon which the common stock is listed may limit this  authority.
The  consent of the holders of common  stock would not be required  for any
issuance of preferred stock like this.

     The restated articles  incorporate in substance certain  provisions of
the Kentucky  Business  Corporation Act to require  certain  approvals as a
condition to mergers and certain other business  combinations  involving us
and  the 10%  shareholder  unless  (a) the  transaction  is  approved  by a
majority  of our  continuing  directors  or (b) certain  minimum  price and
procedural  requirements  are met. Those approvals  include the approval of
the holders of at least 80% of our voting  stock,  plus  two-thirds  of the
voting  stock  other  than  voting  stock  owned by a 10%  shareholder.  In
addition,  the  Kentucky  Business  Corporation  Act  includes a standstill
provision which precludes a business  combination from occurring with a 10%
shareholder,  notwithstanding any vote of shareholders or price paid, for a
period of five  years  after the date  that 10%  shareholder  becomes a 10%
shareholder,  unless a majority of our independent  directors  approves the
combination before that date.

     The restated articles also provide that

         o  our board of directors is classified into three classes,

         o  a director may be removed from office without cause only by the
         affirmative  vote of the  holders  of at least  80% of the  voting
         power of our then outstanding voting stock,

         o  our board of directors may adopt by-laws concerning the conduct
         of, and matters considered at, meetings of shareholders, including
         special meetings,

         o  the by-laws and certain provisions of the restated articles may
         be amended only by the affirmative vote of the holders of at least
         80% of the voting power of our then outstanding voting stock and

         o  the by-laws may be adopted or amended by our board of directors.
         However,  the  by-laws  adopted in this  fashion may be amended or
         repealed by affirmative vote of the holders of at least 80% of the
         voting power of our then outstanding voting stock.

             WHERE YOU CAN FIND MORE INFORMATION ABOUT ASHLAND


     We file annual,  quarterly and current  reports,  proxy statements and
other  information  with the Securities and Exchange  Commission  ("SEC" or
"Commission").  You may read and copy  any  document  we file at the  SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois.  Please call the SEC at 1-800-SEC-0330 for further information on
the public  reference  rooms.  Our SEC  filings are also  available  to the
public at the SEC's web site at www.sec.gov.

     The SEC allows us to  "incorporate  by reference" into this prospectus
the information we file with it, which means that we can disclose important
information  to you by referring you to those  documents.  The  information
incorporated  by reference is considered  to be a part of this  prospectus,
and later  information  filed with the SEC will update and  supersede  this
information. We incorporate by reference the documents listed below and any
filings made with the SEC under Section 13(a),  13(c),  14, or 15(d) of the
Securities Exchange Act of 1934 after the date of the initial  registration
statement  relating to this prospectus and prior to  effectiveness  of that
registration  statement,  and any future such filings until our offering is
completed:


                                     6


         (a) Annual  Report on Form 10-K for the year ended  September  30,
     2000, as amended by the Form 10-K/A filed March 30, 2001;

         (b) Quarterly  Reports on Form 10-Q for the quarters ended  December
     31, 2000 and March 31, 2001;


         (c)  Current  Reports on Form 8-K filed on  February  22, 2001 and
     April 25, 2001;


         (d) the  description  of our  common  stock,  par value  $1.00 per
     share, set forth in the Registration  Statement on Form 10, as amended
     in its entirety by the Form 8 filed with the SEC on May 1, 1983; and

         (e) the  description  of  Ashland's  Rights to  Purchase  Series A
     Participating   Cumulative   Preferred   Stock,   set   forth  in  the
     Registration Statement on Form 8-A dated May 16, 1996.

     You may request a copy of these filings,  at no cost, by writing to or
telephoning  us at the  following  address (or by  visiting  our website at
www.ashland.com):

              Office of the Secretary
              Ashland Inc.
              50 E. RiverCenter Boulevard
              P.O. Box 391
              Covington, KY 41012-0391
              859-815-3333


     We have  authorized no one to provide you with  information  different
from  the  information  incorporated  by  reference  or  provided  in  this
prospectus  supplement.  We are not making an offer of these  securities in
any state where the offer is not permitted.


                                  THE PLAN
GENERAL PLAN INFORMATION

     Marathon  Ashland  Petroleum  LLC, or MAP, is a joint venture  between
Marathon Oil Company and Ashland.  Our management  determined that it would
be in our best  interest  that certain MAP officers and  employees  have an
ownership interest in Ashland. On September 21, 2000 our board of directors
approved  the grant of 149,550  options to purchase our common stock to 254
officers and employees of MAP.  Several of these  employees have terminated
their  employment  with MAP,  and as a result there are  currently  149,300
options  outstanding  to which this  prospectus  relates.  Throughout  this
prospectus,  we will refer to the stock options as the "MAP stock  options"
and our Personnel and Compensation Committee as the "Committee." We granted
the MAP stock options under the terms and conditions of the notice of grant
and the Ashland Inc. Stock Option Plan for Employees of Joint  Ventures,  a
plan,   approved  by  our  board  of  directors  on  September   17,  1998,
specifically designated to grant options to joint ventures in which we have
an interest.  The MAP stock options supplement options granted to those MAP
employees  by  Marathon  Oil  Company  in  amounts  recommended  by the MAP
Executive Committee.

     This section  contains a summary of all material  terms and provisions
of the Ashland Inc.  Stock Option Plan for Employees of Joint  Ventures and
is not  complete.  You should refer to the  documents  relating to the plan
which are  incorporated  by  reference  to as exhibits to the  registration
statement of which this prospectus is a part. If necessary,  we will in the
future provide  supplemental  material to update the available  information
with respect to the plan, the MAP stock options and the  underlying  shares
of our common stock to holders of MAP stock options.

     The plan is not a qualified  deferred  compensation plan under Section
401(a) of the Internal Revenue Code of 1986, as amended, and is exempt from
the provisions of the Employee  Retirement  Income Security Act of 1974, as
amended.

     Participants   under  the  plan  may  obtain  additional   information
regarding the plan and its administration from the Office of the Secretary,
Ashland Inc., 50 E.  RiverCenter  Boulevard,  P.O. Box 391,  Covington,  KY
41012-0391.  The  Secretary's  Office may also be reached by phone at (859)
815-3333.



                                     7



PURPOSE OF THE PLAN

     The  principal  purpose of the plan is to promote  our  interests  and
those of our shareholders by attracting and retaining  management personnel
whose training,  experience and abilities  contribute to the success of MAP
or another  joint  venture in which we have an interest and which our board
of  directors  designates  as being  governed by the plan.  To achieve this
purpose,  we may in our discretion  grant MAP stock options to selected MAP
officers and employees.  A recipient of the MAP stock options will have the
right to purchase  our common stock at a price and on terms to be specified
by the Committee or determined in some other manner under the plan.

ADMINISTRATION

     The Committee will  administer the plan.  Frank C. Carlucci,  James B.
Farley, Mannie L. Jackson, Patrick F. Noonan, and W.L. Rouse, Jr. presently
serve on the Committee.

ELIGIBILITY AND GRANT OF MAP STOCK OPTIONS

     The  MAP  Executive  Committee  recommends  to the  Committee  certain
regular,  full-time or part-time  employees  of MAP to  participate  in the
plan.  The  Committee  selects the MAP employees to receive an award of MAP
stock  options  under  the  plan.  The MAP  stock  options  to  which  this
prospectus  relates  were granted to MAP  employees on September  21, 2000.
Under the notice of grant,  none of the rights and obligations of those MAP
employees,  including  under the vesting  provisions  or other terms of the
notice of grant or the plan, will be affected by the transfer of any of the
MAP employees from MAP to Ashland or from MAP to another unit of USX. Under
the notice of grant, by accepting the award of MAP stock options granted on
September 21, 2000,  the MAP employees  agree to remain at MAP for a period
of at least one year from the date of the award  although  this does not in
any way confer  from  Ashland  to any MAP  employee  any right to  continue
employment  with MAP or affect any existing  right of MAP to terminate  any
MAP employee.

ANNUAL REPORT TO OPTIONEES

     MAP employees who receive an award of MAP stock options under the plan
receive,  on an annual  basis,  a report from  Ashland as to the amount and
status of their MAP stock options.

EXERCISE PRICE

     Under the plan, the exercise  price for the underlying  Ashland common
stock  that will be issued for each MAP stock  option  will be fixed by the
Committee at the time the option is granted.  The Committee determined that
exercise price for the options granted on September 21, 2000 to be the fair
market  value  per  share of our  common  stock on the date of  grant.  The
Committee further  determined fair market value to be the closing price per
share of our common stock on the New York Stock Exchange  composite tape on
the date of grant, which was $33.0625 on September 21, 2000.

ACCEPTANCE OF AWARDS

     By accepting any award of MAP stock  options under the plan,  each MAP
employee  will  be  conclusively  deemed  to  have  indicated  his  or  her
acceptance and ratification of and consent to any action that we, our board
of  directors  or the  Committee  may have taken with  respect to the plan,
including  any  amendment  of the  plan by the  board of  directors  or the
Committee. The terms of this provision will also be deemed to apply to each
personal  representative  or beneficiary  claiming under or through the MAP
employee, as those individuals are defined under the plan.

NOTICE OF GRANT

     Each MAP stock option will, at our  discretion  and as directed by the
Committee,  be evidenced by a notice of grant between the recipient and us.
The  notice of grant  will  contain  those  terms and  conditions  that the
Committee determines and that are consistent with the plan.


                                     8


VESTING

     Unless the Committee determines otherwise,  each MAP stock option will
provide that its recipient may not wholly or partially  exercise the option
for a period of one year after the date of the  option's  grant.  Under the
notice of grant of the MAP stock options to which this prospectus  relates,
50% of the MAP stock  options  granted to a MAP employee on  September  21,
2000 will vest on the first  anniversary  of the grant date,  an additional
25% will vest on the second anniversary of the grant date and the remaining
25% will vest on the third anniversary of the grant date.

EXERCISE OF MAP STOCK OPTIONS AND PAYMENT

     A stock option may be  exercised by written  notice to us. The written
notice must be consistent with the terms of the notice of grant relating to
the MAP  stock  option  and  must be  accompanied  by  payment  of the full
exercise  price for the  underlying  shares of our common  stock  which the
holder of the MAP stock option chooses to exercise.  The exercise price for
any shares  purchased  may be paid in cash,  in shares of our common  stock
previously  owned by the  holder,  partly in cash and  partly in our common
stock  or  in  such  other   consideration  as  shall   constitute   lawful
consideration for the issuance of common stock (including,  but not limited
to, a "cashless exercise"),  as the Committee, in its sole discretion,  may
determine.  There are no  restrictions  on the resale of the Ashland common
stock acquired as a result of the exercise of a MAP stock option.

     In order to assure  compliance  with the securities  laws,  during any
time that the registration  statement of which this prospectus is a part is
not effective,  the Committee may require  evidence of a type and degree it
considers necessary to establish that the underlying shares of common stock
are being purchased for investment only and not with a view to, or for sale
in connection with, a distribution. As used in this context, "distribution"
is defined under the Securities Act. If this prospectus is not then part of
an effective  registration  statement,  the Committee  may further  require
legends on the certificates representing the underlying shares.

     As a condition to the  transfer of a  certificate  representing  those
shares,  the Committee may obtain those agreements or undertakings  that it
considers necessary or advisable to assure compliance with any provision of
the plan or any law or regulation.

CANCELLATION OF MAP STOCK OPTION

     The  Committee  has the right in its sole  discretion  and without the
option  holder's  consent to cancel a MAP stock  option  granted  under the
plan, whether vested or not, at any time. If the Committee does so, it will
cause us to pay the MAP  employee  holding  the  canceled  option an amount
determined  by using  the  Black-Scholes  or some  other  valuation  method
generally accepted and used by nationally recognized executive compensation
consulting  firms. The Committee will determine  whether we make the buyout
payments  under this  provision  in cash,  in shares of our common stock or
partly in cash and partly in common stock. Buyout payments will be made net
of any  applicable  foreign,  federal  (including  FICA),  state  or  local
withholding taxes.

TRANSFERABILITY

     Unless our board of directors or the Committee directs otherwise,  the
rights and interest of a MAP  employee  who has received MAP stock  options
under the plan may not  wholly or  partially  be  assigned  or  transferred
directly,  by operation of law or in some other  manner,  including but not
limited to the following: execution, levy, garnishment,  attachment, pledge
or bankruptcy.  No MAP employee's rights or interest under the plan will be
assigned or transferred  because of any obligation or liability of that MAP
employee.  The sole  exception to this provision is that the MAP employee's
rights and interest  under the plan may pass by will or the laws of descent
and distribution in the event of the MAP employee's death.

RESERVE OF COMMON STOCK

     Shares of our common stock to be issued upon the exercise of MAP stock
options  will be from  authorized  but  unissued  shares.  If any MAP stock
option or a part of a MAP stock option  expires,  terminates or is canceled
or  surrendered  for any reason without  having been fully  exercised,  the
shares  relating  to the  unexercised  portion of the MAP stock  option may
again be subject to the grant of MAP stock options under the plan.


                                     9


TERM OF THE PLAN

     The plan became  effective  on  September  17,  1998,  the date of the
plan's approval by our board of directors.  Each MAP stock option will have
a fixed  expiration date of not later than ten years and one month from the
option's  date of  grant,  unless  the  option is  canceled  or the plan is
terminated  before the fixed expiration date. Each of the MAP stock options
granted on  September  21,  2000 will expire on October  21,  2010,  if not
terminated earlier as provided below.

TERMINATION OF EMPLOYMENT

     The plan provides  that the  Committee  will decide when and the terms
under  which  a MAP  employee  (or  his  beneficiaries  or  legal  personal
representative, as the case may be, as those terms are defined in the plan)
who dies, becomes disabled or retires or leaves MAP employment may continue
to exercise  vested MAP stock  options.  The Committee will also decide the
extent  to which  unvested  MAP  stock  options  will  vest for  those  MAP
employees.  Under the notice of grant,  a MAP  employee who retires from or
dies or becomes  disabled  while  employed  at MAP,  Ashland or from MAP to
another unit of USX or his or her  beneficiary  or personal  representative
may exercise any MAP stock option  granted on September  21, 2000 until its
expiration  date.  That  option may be  exercised  for the number of shares
which the MAP employee  could have  acquired  under the option  immediately
prior to the retirement, death or disability.

     The plan  provides  that if the  employment  of a MAP employee who has
received  MAP  stock  options  terminates  before  the end of the one  year
vesting  period  for the  options  or any other  period  determined  by the
Committee, then those options will immediately terminate.  Under the notice
of grant, a MAP employee, after terminating employment from MAP, Ashland or
from MAP to another unit of USX for a reason other than  retirement,  death
or  disability,  may exercise any MAP stock option granted on September 21,
2000 until the earlier of 30 days after  termination or the expiration date
of the option.  The MAP  employee may exercise the option for the number of
shares of our common  stock,  which the MAP  employee  could have  acquired
under the option immediately prior to termination.

ADJUSTMENTS

     The kind of shares  that we may  issue  under the plan and the kind of
shares  underlying  or the  exercise  price for any  outstanding  MAP stock
options  will be  automatically  adjusted  to  maintain  the  proportionate
interest of any MAP employee who received MAP stock  options  before any of
the   following   types  of  events:   a  stock  split,   stock   dividend,
recapitalization,  merger,  consolidation,   reorganization,   combination,
exchange  of shares,  split-up,  split-off,  spin-off,  liquidation  or any
distribution to holders of our common stock other than cash dividends.  Any
adjustment  under this  provision  will be  conclusive  and binding for all
purposes of the plan.

AMENDMENT

     Our board of directors  or the  Committee  may at any time  terminate,
modify  or amend  the  plan in those  respects  it deems  advisable  and as
permitted by law.

TYPE OF STOCK OPTION

     The MAP stock options will be nonqualified  stock options and will not
be entitled  to tax  treatment  as  incentive  stock  options as defined in
Section 422 of the Internal Revenue Code of 1986, as amended.

LISTING

     The shares of our common stock  underlying  the MAP stock options have
been listed on the New York Stock Exchange and the Chicago Stock Exchange.

                                    10

                      FEDERAL INCOME TAX CONSEQUENCES

     The following  brief  description  of the tax  consequences  of awards
under the plan is based on Federal  tax laws  currently  in effect and does
not purport to be a complete description of such Federal tax consequences.

     If shares are issued to the original  holder of a nonqualified  option
that is granted and exercised in accordance with the plan, then:

o    no income will be recognized by the holder at the time of grant of the
     option;

o    upon exercise of the option the holder will recognize taxable ordinary
     income in an amount equal to the excess of the fair market  value,  at
     the time of exercise, of the shares acquired over the option price;

o    subject to the limitation  described  below,  we will be entitled to a
     deduction  at the same time and in the same  amount as the  holder has
     income under the preceding item; and

o    upon a sale of the shares acquired, the holder will have short-term or
     long-term capital gain or loss, as the case may be, in an amount equal
     to the difference  between the amount realized on the sale and the tax
     basis of the shares sold.

     Assuming  that the  payment of the option  price is made  entirely  in
cash,  the tax basis of the shares will be equal to their fair market value
on the date of  exercise,  but not less than the  option  price,  and their
holding  period  will begin on the day after the tax basis of the shares is
determined in this manner.

     If the optionee uses previously  owned shares to exercise an option in
whole or in part,  the  transaction  will not be considered to be a taxable
disposition  of the  previously  owned  shares.  The holder's tax basis and
holding period of the  previously  owned shares will be carried over to the
equivalent  number of shares  received  on  exercise.  The tax basis of the
additional  shares  received upon exercise will be the fair market value of
the  shares on the date of  exercise  but not less than the  amount of cash
used in payment,  and the  holding  period for the  additional  shares will
begin on the day after the tax basis of the  shares is  determined  in this
manner. In order to facilitate  recordkeeping by optionees,  when an option
is exercised with previously  owned shares,  we will deliver separate stock
certificates to the optionee  representing  the shares  surrendered and the
additional  shares to which the  optionee  is  entitled  as a result of the
exercise.

     In addition to the Federal income tax  consequences  described  above,
the  acquisition,  ownership or disposition of a MAP stock option or shares
acquired upon the exercise of a MAP stock option may have tax  consequences
under  various  state or  foreign  laws that may be  applicable  to certain
option holders. Since these tax consequences, as well as the Federal income
tax consequences  described above, may vary from holder to holder depending
upon the particular facts and  circumstances  involved,  each holder should
consult  its own  tax  advisor  with  respect  to the  Federal  income  tax
consequences of the grant or exercise of a MAP stock option,  and also with
respect to any tax  consequences  under  applicable  state or foreign  law.
Ashland will not withhold more than the  statutorily  required  amounts for
federal, state and local taxes.

                            PLAN OF DISTRIBUTION

     We will offer the  underlying  shares of our common stock  directly to
the MAP  employees  who have  received MAP stock options under the terms of
the  plan.  We will pay all  expenses  relating  to the  offer  and sale to
eligible MAP employees of the shares of our common stock underlying the MAP
stock options. Those MAP employees will not incur any commissions,  fees or
other  charges  or  expenses  in  connection  with the offer of  securities
covered by this prospectus.

                               LEGAL MATTERS


     The validity of the common stock  offered  hereby has been passed upon
by David L. Hausrath,  Esq., Vice President and General Counsel of Ashland.
Mr. Hausrath owns beneficially 40,400 shares of our common stock (including
common stock units held in our deferred compensation plan).




                                    11


                                PART II

                   INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The expenses in connection  with the issuance and  distribution of the
securities being registered, other than underwriting compensation, are:

     Filing Fee for Registration Statement     $    1,234
     Accounting Fees and Expenses              $    2,000
     Stock Exchange Listing Fees               $    1,500
                                               -----------
         Total                                 $    4,734
                                               ===========

     All of the above amounts,  other than the  Commission  filing fee, are
estimates only.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections  271B.8-500 through 580 of the Kentucky Business  Corporation
Act contain  detailed  provisions  for  indemnification  of  directors  and
officers of Kentucky  corporations  against  judgments,  penalties,  fines,
settlements and reasonable  expenses in connection with  litigation.  Under
Kentucky law, the provisions of a company's articles and by-laws may govern
the   indemnification   of   officers   and   directors   in  lieu  of  the
indemnification  provided for by statute.  We have elected to indemnify our
officers and directors pursuant to our Restated  Articles,  our By-laws and
by  contract  rather  than to have  such  indemnification  governed  by the
statutory provisions.

     Article X of the Restated Articles permits,  but does not require,  us
to indemnify our  directors,  officers and employees to the fullest  extent
permitted by law. Our By-laws require  indemnification  of our officers and
employees under certain circumstances. We have entered into indemnification
contracts  with each of our directors that require  indemnification  to the
fullest  extent  permitted  by  law,  subject  to  certain  exceptions  and
limitations.

     We have purchased  insurance  which insures  (subject to certain terms
and conditions,  exclusions and deductibles) us against certain costs which
we might be required to pay by way of  indemnification  to our directors or
officers under our Restated Articles or By-laws, indemnification agreements
or otherwise  and protects  individual  directors and officers from certain
losses for which they might not be indemnified by us. In addition,  we have
purchased  insurance which provides  liability coverage (subject to certain
terms and conditions,  exclusions and deductibles) for amounts which we, or
the  fiduciaries  under our employee  benefit plans,  which may include our
directors,  officers and employees, might be required to pay as a result of
a breach of fiduciary duty.

ITEM 16.  EXHIBITS.


The following Exhibits are filed as part of this Registration Statement:
      3.1      Second  Restated  Articles  of  Incorporation,   as  amended
               effective  January 30, 1998  (incorporated  by  reference to
               Exhibit  3 to  Ashland's  Form  10-Q for the  quarter  ended
               December 31, 1997).
      3.2      By-laws, as amended effective January 27, 2000 (incorporated
               by reference to Exhibit 3 to Ashland's Form 10-Q for the
               quarter ended December 31, 1999).
     *4        Form of Certificate of Common Stock, par value $1.00 per share.
     *5        Opinion of David L. Hausrath, Esq.
    *10.1      Ashland Inc. Stock Option Plan for Employees of Joint Ventures.
    *10.2      Form of Notice of Grant of Non-Qualified Stock Option.
   **23.1      Consent of Ernst & Young LLP.
   **23.2      Consent of PricewaterhouseCoopers LLP.
   **23.3      Consent of Ernst & Young LLP.
    *23.4      Consent of David L. Hausrath, Esq.(included as part of
               Exhibit 5).
     *24       Power of Attorney, including resolutions of the board of
               directors.
     *Previously filed.
   **Filed herewith.


                                   II-1



ITEM 17. UNDERTAKINGS.

     (A) Ashland hereby undertakes:

         (1) To file,  during any period in which offers or sales are being
         made, a post-effective amendment to this registration statement:

               (i) To include any prospectus  required by Section  10(a)(3)
               of the Securities Act of 1933;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
               arising  after  the  effective  date  of  the   registration
               statement  (or  the  most  recent  post-effective  amendment
               thereof) which, individually or in the aggregate,  represent
               a  fundamental  change in the  information  set forth in the
               registration statement.  Notwithstanding the foregoing,  any
               increase or decrease in volume of securities offered (if the
               total dollar value of  securities  offered  would not exceed
               that which was registered) and any deviation from the low or
               high end of the  estimated  maximum  offering  range  may be
               reflected  in  the  form  of   prospectus   filed  with  the
               Commission pursuant to Rule 424(b) if, in the aggregate, the
               changes  in volume  and price  represent  no more than a 20%
               change in the maximum aggregate  offering price set forth in
               the "Calculation of Registration Fee" table in the effective
               registration statement and

               (iii) To include any  material  information  with respect to
               the plan of  distribution  not  previously  disclosed in the
               registration  statement  or  any  material  change  to  such
               information in the registration statement.

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

         (2) That, for the purpose of determining  any liability  under the
         Securities Act of 1933, each such  post-effective  amendment shall
         be  deemed  to be a new  registration  statement  relating  to the
         securities offered therein, and the offering of such securities at
         that time  shall be deemed to be the  initial  bona fide  offering
         thereof.

         (3) To  remove  from  registration  by means  of a  post-effective
         amendment  any of the  securities  being  registered  that  remain
         unsold at the termination of the offering.

     (B) Ashland hereby  undertakes  that, for purposes of determining  any
liability under the Securities Act of 1933, each filing of Ashland's annual
report  pursuant  to  Section  13(a) or  Section  15(d)  of the  Securities
Exchange Act of 1934 (and each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the  Securities  Exchange Act of 1934)
that is  incorporated by reference in the  registration  statement shall be
deemed  to be a new  registration  statement  relating  to  the  securities
offered  herein,  and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (C)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling  persons of Ashland  pursuant to the foregoing  provisions,  or
otherwise,  Ashland has been advised that in the opinion of the  Securities
and Exchange  Commission such  indemnification  is against public policy as
expressed in the Securities Act of 1933 and is,  therefore,  unenforceable.
In the event  that a claim for  indemnification  against  such  liabilities
(other  than the  payment  by  Ashland of  expenses  incurred  or paid by a
director,  officer  or  controlling  person of  Ashland  in the  successful
defense of any action,  suit or  proceeding)  is asserted by such director,
officer or  controlling  person in  connection  with the  securities  being
registered,  Ashland will,  unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction  the question  whether such  indemnification  by it is against
public  policy,  as  expressed  in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.


                                   II-2



                                 SIGNATURES



     Pursuant to the  requirements  of the Securities Act of 1933,  Ashland
certifies that it has  reasonable  grounds to believe that it meets all the
requirements  for filing on Form S-3 and has duly caused this Amendment No.
4 to  the  Registration  Statement  to be  signed  on  its  behalf  by  the
undersigned,   thereunto   duly   authorized  in  the  City  of  Covington,
Commonwealth of Kentucky, on May 24, 2001.
                                          ASHLAND INC.,



                                          By:       /s/ David L. Hausrath
                                             --------------------------------
                                                    David L. Hausrath
                                            Vice President and General Counsel



     Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Amendment No. 4 to the Registration  Statement has been signed below by the
following persons in the capacities indicated on May 24, 2001.





                Signature                                                    Title
                                                   
                   *                                  Chairman of the Board and Chief Executive Officer
                   --                                            (Principal Executive Officer)
           Paul W. Chellgren

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

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

                   *                                                      Director
                   --
             Samuel C. Butler

                   *                                                      Director
                   --
            Frank C. Carlucci

                   *                                                      Director
                   --
             Ernest H. Drew

                   *                                                      Director
                   --
            James B. Farley

                   *                                                      Director
                   --
          Bernadine P. Healy

                   *                                                      Director
                   --
           Mannie L. Jackson

                   *                                                      Director
                   --
           Patrick F. Noonan

                   *                                                      Director
                   --
            Jane C. Pfeiffer

                   *                                                      Director
                   --
          William L. Rouse, Jr.

                   *                                                      Director
                   --
            Theodore L. Solso



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

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



                                   II-3



                               EXHIBIT INDEX


23.1           Consent of Ernst & Young LLP.
23.2           Consent of PricewaterhouseCoopers LLP.
23.3           Consent of Ernst & Young LLP.