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): January 25, 2005

                                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

Check the  appropriate  box below if the Form 8-K  filing  is  intended  to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act 
   (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act 
   (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the 
    Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.  Results of Operations and Financial Condition
---------   ---------------------------------------------

    On January 28, 2005,  Ashland Inc.  ("Ashland")  announced  that it has
made a revision to its first quarter  fiscal 2005 results issued on January
25, 2005.  As a result,  net income was reduced to $94 million,  or $1.28 a
share,  for the December 2004 quarter rather than the  previously  reported
$101  million,  or $1.39 a share.  Operating  income  was  reduced  to $180
million  from  $193  million.  There  is no  cash  flow  impact  from  this
correction of past accounting treatment.

    Subsequent to Ashland's  earnings release on January 25, 2005,  Ashland
was  informed  by its  independent  public  accounting  firm that the major
public accounting firms had re-evaluated the  appropriateness of historical
accounting  practices  within the industry for certain  insurance  policies
issued  through  an energy  industry  mutual  insurance  consortium.  After
completing its own review and discussions with its independent accountants,
Ashland  has  concluded,  based  on  this  re-evaluation,  that  accounting
standards  require a shareholder of a mutual insurance  company to record a
liability for the estimated effect of past losses of the shareholder  group
on the individual  shareholder's  future insurance  premiums.  As a result,
Ashland  recorded a liability of approximately $7 million for the estimated
effect on its future  premiums,  which  increased the  operating  loss from
corporate  activities to $27 million,  compared to the previously  reported
$20 million.

    In addition,  Marathon Ashland Petroleum LLC (MAP) recorded a liability
of $15 million for the estimated effect on its future  premiums,  which was
included in the earnings  Marathon Oil Corporation  reported on January 27,
2005. Ashland's 38-percent share of that liability reduced Ashland's equity
income from MAP by  approximately  $6  million.  This  reduction  decreased
Ashland's Refining and Marketing operating income to $136 million, compared
to the previously reported $142 million.

    Ashland  has not yet  filed its  quarterly  report on Form 10-Q for the
quarter ended December 31, 2004. Ashland's financial statements in the 10-Q
will reflect the revised  accounting  treatment.  No  restatement  of prior
periods  was  required  as the impact on such  periods  would not have been

    A copy of Ashland's January 28, 2005 press release with respect to this
matter is attached as Exhibit 99.1 and is  incorporated  by reference  into
this Item 2.02.

    The information in this report,  being furnished  pursuant to Item 2.02
of Form 8-K,  shall not be deemed to be "filed" for  purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise  subject  to  the  liabilities  of  that  Section,   and  is  not
incorporated  by reference in any filing under the  Securities Act of 1933,
as amended,  or the Exchange Act, except as expressly set forth by specific
reference in such filing.

Item 9.01.  Financial Statements and Exhibits
---------   ---------------------------------

(c)      Exhibits

99.1     Press Release dated January 28, 2005


     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:  January 28, 2005                   /s/ J. Marvin Quin
                                 Name:     J. Marvin Quin
                                 Title:    Senior Vice President and
                                           Chief Financial Officer

                               EXHIBIT INDEX

99.1     Press Release dated January 28, 2005