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): June 1, 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

     Ashland Inc. ("Ashland")  announced today that it is commencing tender
offers to purchase for cash certain Notes and  Debentures,  having maturity
dates ranging from 2005 to 2025.  In  conjunction  with the tender  offers,
Ashland is also soliciting consents from holders of each series of Notes to
eliminate or modify substantially all of the restrictive covenants, certain
events of default and certain additional  covenants and rights in the Notes
and the  Indenture  related to each series of Notes.  Ashland is making the
tender  offers and consent  solicitations  in  connection  with a series of
transactions that, among other things,  effect the transfer of its interest
in Marathon  Ashland  Petroleum LLC, its maleic  anhydride  business and 60
Valvoline  Instant Oil Change  centers in Michigan and northwest  Ohio to a
wholly owned subsidiary of Marathon Oil Corporation.  Details of the tender
offers 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 June 1, 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:  June 1, 2005                   /s/ J. Marvin Quin                
                              Name:     J. Marvin Quin
                              Title:    Senior Vice President and
                                        Chief Financial Officer

                               EXHIBIT INDEX

99.1     Press Release dated June 1, 2005