Post-Effective Amendment No. 2
                                                  Registration No. 33-26101




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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
                       POST-EFFECTIVE AMENDMENT NO. 2
                                     TO
                           REGISTRATION STATEMENT
                                   Under
                         the Securities Act of 1933

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

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

                        50 E. RiverCenter 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)

                   Ashland Inc. Long-Term Incentive Plan
                          (Full title of the Plan)
                          David L. Hausrath, Esq.
              Senior Vice President, General Counsel and Secretary
                        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)



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     The securities offering issued pursuant to this Registration Statement
by Ashland  Inc.,  formerly  known as Ashland Oil,  Inc.  ("Ashland"),  has
terminated.  135,100 shares of Ashland Common Stock issued pursuant to this
Registration  Statement  remain  unsold.  Ashland  hereby  deregisters  all
remaining  135,100  shares  issued  pursuant to the Ashland Inc.  Long-Term
Incentive Plan, and all amendments thereto.





                                  PART II
                                  -------

                                  EXHIBITS

Exhibit No.
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25       Power of Attorney






                                 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-8 and has duly caused this Post-Effective
Amendment 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 March 18, 2004.

                                  ASHLAND INC.,


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

     Pursuant  to the  requirements  of the  Securities  Act of 1933,  this
Post-Effective  Amendment  No.  2 to the  Registration  Statement  has been
signed below by the following persons in the capacities  indicated on March
18, 2004.

      Signature                                Title
      ---------                                -----
          *                           Chairman of the Board and
         --                             Chief Executive Officer
   James J. O'Brien                   (Principal Executive Officer)

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

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

          *
         --                                    Director
    Ernest H. Drew

          *
         --                                    Director
    Roger W. Hale

          *
         --                                    Director
 Bernadine P. Healy

          *
         --                                    Director
  Mannie L. Jackson

          *
         --                                    Director
 Patrick F. Noonan

          *
         --                                    Director
  Jane C. Pfeiffer

          *
         --                                    Director
 William L. Rouse, Jr.

          *
         --                                    Director
George A. Schaefer, Jr.

          *
         --                                    Director
 Theodore L. Solso

          *
         --                                    Director
  Michael J. Ward


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

*  Original  power of  attorney  authorizing,  James J.  O'Brien,  David L.
Hausrath  and  Linda L.  Foss  and each of them to sign the  Post-Effective
Amendment No. 2 to the  Registration  Statement and  amendments  thereto on
behalf of the  above-mentioned  directors and officers of Ashland are being
filed herewith the Securities and Exchange Commission.





                               EXHIBIT INDEX
Exhibit No.
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25       Power of Attorney