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): April 27, 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:

[X ]     Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 2230.425)
[  ]     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 8.01.  Other Events

         On April 28, 2005, Ashland Inc. ("Ashland")  announced that it has
amended its  agreement  to  transfer  its  38-percent  interest in Marathon
Ashland  Petroleum  LLC ("MAP") and two other  businesses  to Marathon  Oil
Corporation ("Marathon").  Under the amended agreement,  Ashland's interest
in these  businesses is valued at  approximately  $3.7 billion  compared to
approximately $3 billion in the earlier  agreement,  with substantially all
the increase in value going directly to Ashland's  shareholders in the form
of Marathon stock.  In addition,  Marathon has agreed to pay the first $200
million  of any  Section  355(e)  tax,  if any,  as  compared  to the prior
agreement  where Ashland bore full  responsibility  for any Section  355(e)
tax. The  transaction is expected to be tax free to Ashland's  shareholders
and tax efficient to Ashland. The two other businesses are Ashland's maleic
anhydride  business and 60 Valvoline Instant Oil Change ("VIOC") centers in
Michigan and northwest Ohio, which are valued at $94 million.
         Under the terms of the amended agreement,  Ashland's  shareholders
will receive Marathon common stock with an aggregate value of $915 million.
Based on the number of shares  outstanding on March 31, 2005,  shareholders
would  receive  $12.56 in Marathon  stock per Ashland  share.  Ashland will
receive  cash  and  MAP  accounts  receivable  totaling  $2.8  billion.  In
addition,  MAP has not made  quarterly  cash  distributions  to Ashland and
Marathon since March 18, 2004, and such  distributions  will continue to be
suspended  until the  closing of the  transaction.  As a result,  the final
amount of cash to be received  by Ashland  will be  increased  by an amount
equal to 38  percent of the cash  accumulated  from  operations  during the
period  prior  to  closing.  At March  31,  2005,  Ashland's  share of this
accumulated cash was $560 million.
         Under  the  terms  of  the  earlier  agreement,  the  closing  was
conditioned on receipt of private letter rulings from the Internal  Revenue
Service ("IRS") with respect to certain tax issues.  Under the terms of the
amended  agreement,  Ashland  and  Marathon  expect to enter into a closing
agreement  with the IRS that  


will resolve these tax issues.  Under the closing agreement,  the retention
by Ashland of certain contingent  liabilities  related to  previously-owned
businesses will reduce  Ashland's tax basis.  Ashland  estimates this basis
reduction  may  increase  any  Section  355(e)  tax on the  transaction  by
approximately  $66  million.  Marathon  has  agreed to pay the  first  $200
million of any Section  355(e) tax.  Ashland  would pay up to the next $175
million of Section  355(e) tax, if required.  Any remaining  Section 355(e)
tax would be shared equally by Ashland and Marathon. Based on the number of
Ashland  shares  outstanding  as of March 31, 2005,  and Ashland's  current
estimate of Ashland's tax basis,  Ashland expects that it would be required
to pay Section 355(e) tax only if Ashland's stock price on the closing date
exceeds approximately $74.50 per share.
         Ashland  intends to use a substantial  portion of the  transaction
proceeds to retire all or most of its  outstanding  debt and certain  other
financial  obligations.  After payment of these  obligations  and including
Ashland's  current  estimate  of MAP's  final  cash  distribution,  Ashland
expects to have a net cash position of roughly $1.1 billion.
         The  transaction  is subject to, among other  things,  approval by
Ashland's shareholders,  consent from public debt holders,  finalization of
the closing agreement with the IRS and customary antitrust review.  Ashland
and Marathon have agreed to use their  reasonable  best efforts to complete
the  transaction  by June  30,  2005,  with  the  termination  date for the
transaction extended to September 30, 2005.
         Details of the proposed  transaction  are included in the attached
press release,  which is attached  hereto as Exhibit 99.1 and  incorporated
herein by reference.

Item 9.01.  Financial Statements and Exhibits

(c)      Exhibits

           99.1  Press Release dated April 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:  April 28, 2005          /s/ J. Marvin Quin                
                             Name:     J. Marvin Quin
                             Title:    Senior Vice President,
                                       Chief Financial Officer


                               EXHIBIT INDEX

99.1     Press Release dated April 28, 2005