






                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549




                                FORM 11-K
                              ANNUAL REPORT




[X]     ANNUAL  REPORT  PURSUANT  TO SECTION  15(d)  OF  THE  SECURITIES
        EXCHANGE ACT OF 1934 [FEE REQUIRED]
        For the Fiscal Year Ended September 30, 1994

[ ]     TRANSITION REPORT  PURSUANT TO SECTION  15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934 [NO FEE REQUIRED]


                      Commission File Number 1-2918


       Full title of Plan:  ASHLAND OIL, INC. EMPLOYEE THRIFT PLAN





Name  of issuer  of the  securities held  pursuant to  the plan  and the
address of its principal office:

                            ASHLAND OIL, INC.
                           1000 ASHLAND DRIVE
                        RUSSELL, KENTUCKY  41169






                                SIGNATURE

       Pursuant to the  requirements of  the Securities Exchange Act  of
1934, the Trustees (or other persons who administer the employee benefit
plan) have duly  caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.


                                 ASHLAND OIL, INC. EMPLOYEE THRIFT PLAN



Date:  January 24, 1995            By /S/ Philip W. Block
                                   -------------------------------
                                   Administrative Vice President
                                   of Ashland Oil, Inc.
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                                  INDEX




Financial Statements


Financial statements and schedules
                                                           Page

      Report of independent auditors......................      3
      Statements of financial condition...................      4
      Statements of income and changes in Plan equity.....      5
      Notes to financial statements ......................      6
      Schedule of assets held for investment .............     11
      Schedule of transactions or series of 
        transactions in excess of 5% of the 
        current value of plan assets......................     13

     Schedule I, for which provision is made in the applicable
     regulation of the Securities and Exchange Commission, is omitted as
     the information is included in the schedule of assets held for
     investment.  Schedules II and III, for which provision is made in
     the applicable regulation of the Securities and Exchange
     Commission, are omitted as the information is included in the
     financial statements.













                                   -2-
<PAGE>




                     Report of Independent Auditors


The Administrator
Ashland Oil, Inc. Employee Thrift Plan

We  have audited  the  financial statements  of  the Ashland  Oil,  Inc.
Employee Thrift  Plan  listed in  the  accompanying index  to  financial
statements.  These  financial statements are  the responsibility of  the
Plan's management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits  in accordance with generally accepted  auditing
standards.  Those  standards require that we plan  and perform the audit
to obtain  reasonable assurance  about whether the  financial statements
are free of material  misstatement.  An audit  includes examining, on  a
test basis,  evidence  supporting the  amounts  and disclosures  in  the
financial  statements.  An audit  also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating  the overall  financial statement  presentation.   We believe
that our audits provide a reasonable basis for our opinion.

In  our opinion,  the financial  statements listed  in the  accompanying
index to financial statements present fairly,  in all material respects,
the financial position of the Ashland Oil, Inc. Employee Thrift Plan  at
September 30, 1994 and 1993,  and the income and changes in  plan equity
for each of  the three years in  the period ended September  30, 1994 in
conformity with generally accepted accounting principles.

Our audits  were made  for  the purpose  of forming  an  opinion on  the
financial statements  taken as a  whole.  The  accompanying supplemental
schedules of assets  held for investment and  reportable transactions as
of  or for the year ended September  30, 1994 are presented for purposes
of  complying with the Department  of Labor's Rules  and Regulations for
Reporting and  Disclosure under the Employee  Retirement Income Security
Act of  1974, and are not  a required part of  the financial statements.
The  supplemental   schedules  have  been  subjected   to  the  auditing
procedures applied in our audit of the 1994 financial statements and, in
our opinion, are  fairly stated in all material respects  in relation to
the 1994 financial statements taken as a whole.



                                                    Ernst & Young LLP


Louisville, Ky.
January 13, 1995



                                   -3-
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Financial Statements and Schedules consisting of pages 4-13 were filed 
with the Securities and Exchange Commission on January 24, 1995 under
cover of Form SE.



                           EXHIBIT INDEX



       Number               Description
       ------     -------------------------------------------

        23     -  The Consent of Ernst & Young

        99(a)  -  Copy of Fourth Amended and Restated Ashland
                  Oil, Inc. Employee Thrift Plan, as amended

        99(b)  -  Copy of Trust Agreement under Ashland Oil, 
                  Inc. Employee Thrift Plan
 
<PAGE>
