UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                          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 28, 2005

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

                                  Kentucky
               (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 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 7.01.  Regulation FD Disclosure.
---------   ------------------------

              On June 28, 2005,  Gary  Cappeline,  Senior Vice President of
Ashland  Inc.,  addressed  the  2nd  Annual  Chemical  Industry  Conference
sponsored by Chemical Heritage Foundation in Philadelphia,  PA. In comments
relating to Ashland's  previously  announced  agreement to transfer its 38%
interest  in  Marathon   Ashland   Petroleum  LLC  (MAP)  to  Marathon  Oil
Corporation (Marathon),  it was disclosed that Ashland currently expects to
have about $1.12 billion in cash after the closing of the  transaction  and
application  of the  transaction  proceeds  to  repayment  of  most  of the
company's  outstanding  debt and certain other financial  obligations.  The
company  notes that this cash  number is an  estimate  only,  is subject to
change  prior to closing,  and is subject to  post-closing  adjustment  and
audit.
              Mr. Cappeline also discussed Ashland's  acquisition strategy.
The company does not have any amount that is targeted for acquisitions.  As
previously  disclosed,  the company  intends to focus on organic growth and
will  selectively  pursue   acquisitions  that  complement  and  strengthen
Ashland's core businesses.
              Lastly, the restrictions on repurchase of Ashland shares were
discussed.  As previously disclosed,  Ashland has no intention to declare a
dividend or distribution (other than consistent with historical  dividends)
or to  complete  a  share  repurchase  using  proceeds  received  from  the
transaction.








                                 SIGNATURES


     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.                     
                             -------------------------------------------
                                         (Registrant)



    Date:  June 29, 2005              /s/ David L. Hausrath       
                                     -----------------------------------
                                     Name:     David L. Hausrath
                                     Title:    Senior Vice President,
                                               General Counsel and 
                                               Secretary