
<PAGE>
                                                            EXHIBIT 24

                                POWER OF ATTORNEY

         KNOW  ALL MEN BY  THESE  PRESENTS,  that  each of the  undersigned
Directors and Officers of ASHLAND OIL, INC., a Kentucky corporation,  which
is about to file a  Registration  Statement on Form S-3 or Form S-4 for the
registration of up to $43,000,000 of Ashland Common Stock,  par value $1.00
per share and Rights  attached  thereto  with the  Securities  and Exchange
Commission under the provisions of the Securities  Exchange Act of 1933, as
amended,  hereby  constitutes and appoints JOHN R. HALL, PAUL W. CHELLGREN,
THOMAS L. FEAZELL,  JAMES G. STEPHENSON and DAVID L. HAUSRATH,  and each of
them, his or her true and lawful  attorneys-in-fact  and agents,  with full
power to act without the others,  to sign such  Registration  Statement and
any and all  amendments  thereof,  to affix the  corporate  seal of Ashland
thereto and to attest said seal,  and to file such  Registration  Statement
and each such  amendment  and the  exhibits  thereto  and any and all other
documents  in  connection   therewith  with  the  Securities  and  Exchange
Commission, and to do and perform any and all acts and things requisite and
necessary to be done in connection with the foregoing as fully as he or she
might or could do in person,  hereby ratifying and confirming all that said
attorneys-in-fact  and agents,  or any of them, may lawfully do or cause to
be done by virtue hereof.

Dated:  January 25, 1995



/s/ John R. Hall                             /s/ Edmund B. Fitzgerald
- ----------------------------------           ---------------------------------
John R. Hall, Chairman of the Board of       Edmund B. Fitzgerald, Director
Directors, Chief Executive Officer and
Director
                                             /s/ Ralph E. Gomory
                                             ---------------------------------
/s/ Paul W. Chellgren                        Ralph E. Gomory, Director
- -----------------------------------
Paul W. Chellgren, President,
Chief Operating Officer and Director         /s/ Mannie L. Jackson
                                             ---------------------------------
                                             Mannie L. Jackson, Director
/s/ J. Marvin Quin
- -----------------------------------
J. Marvin Quin, Chief Financial              /s/ Patrick F. Noonan
Officer and Senior Vice President            ---------------------------------
                                             Patrick F. Noonan, Director

/s/ Kenneth L. Aulen                         /s/ Jane C. Pfeiffer
- ----------------------------------           ---------------------------------
Kenneth L. Aulen, Administrative Vice        Jane C. Pfeiffer, Director
President; Controller


/s/ Jack S. Blanton                          /s/ James R. Rinehart
- ----------------------------------           ---------------------------------
Jack S. Blanton, Director                    James R. Rinehart, Director


/s/ Thomas E. Bolger
- ----------------------------------           ---------------------------------
Thomas E. Bolger, Director                   Michael D. Rose, Director


/s/ Samuel C. Butler                         /s/ William L. Rouse, Jr.
- ----------------------------------           ---------------------------------
Samuel C. Butler, Director                   William L. Rouse, Jr., Director


/s/ Frank C. Carlucci                        /s/Robert B. Stobaugh
- ----------------------------------           ---------------------------------
Frank C. Carlucci, Director                  Robert B. Stobaugh, Director


/s/ James B. Farley                          /s/ James W. Vandeveer
- ----------------------------------           ---------------------------------
James B. Farley, Director                    James W. Vandeveer, Director


<PAGE>



                               CERTIFICATION

         The  undersigned  certifies  that he is  Secretary of ASHLAND INC.
("ASHLAND"), a Kentucky corporation, and that, as such, he is authorized to
execute this  Certificate  on behalf of ASHLAND and further  certifies that
attached  is a true and  correct  copy of an excerpt  from the minutes of a
meeting of the Board of Directors of ASHLAND duly called, convened and held
on January 25, 1995, at which a quorum was present and acting throughout.
         IN WITNESS  WHEREOF,  I have signed and sealed this  Certification
this 15th day of February, 1995.





                                          /s/Thomas L. Feazell
                                          -----------------------------------
                                          Thomas L. Feazell, Secretary


(S E A L)

<PAGE>




                 ACQUISITION OF WACO OIL AND GAS CO., INC.

RESOLVED, that the acquisition by the Corporation of all of the oil and gas
properties  owned by Waco Oil and Gas Co., Inc.  ("Waco") (except for those
properties located in McDowell County, West Virginia) and those oil and gas
interests owned both  individually and jointly by Mr. & Mrs. Ira L. Morris,
for the consideration  set forth herein (the "Purchase"),  is hereby in all
respects authorized, ratified and approved;

FURTHER  RESOLVED,   that  the  total  consideration  to  be  paid  by  the
Corporation  for the  Purchase  (the  "Purchase  Price")  shall not  exceed
$43,000,000,  which  consideration  may be paid in cash or a combination of
cash and Common Stock of the Corporation  ("Common  Stock"),  provided that
the maximum  number of shares of Common Stock so utilized  shall not exceed
1,312,500 and, provided further,  that the price of the Common Stock issued
in connection with this transaction shall not be less than $32 per share;

FURTHER RESOLVED,  that the Chairman of the Board, any Vice Chairman of the
Board, the President or any Senior or Administrative  Vice President of the
Corporation, or the President or any Vice President of Ashland Exploration,
Inc.,  an  indirect,  wholly-owned  subsidiary  of  this  Corporation  (the
"Authorized  Officers")  be,  and each of them  hereby  is,  authorized  to
negotiate and enter into a definitive  agreement to consummate the Purchase
(the "Agreement"),  and to take any and all actions and execute and deliver
any and all documents, certificates,  instruments or agreements relating to
the foregoing which any of them deem necessary or appropriate;

FURTHER RESOLVED, that any of the Authorized Officers, the Secretary or any
Assistant  Secretary  of the  Corporation  be, and each of them  hereby is,
authorized,  acting  singly,  to execute and file with the  Securities  and
Exchange Commission:  (i) a Registration Statement on Form S-3 or any other
appropriate  form with respect to the Common Stock to be issued pursuant to
the foregoing resolutions; (ii) an application to register the Common Stock
under the  Securities  Exchange  Act of 1934,  as  amended;  and (iii) such
further amendments thereto as are necessary or desirable;

FURTHER  RESOLVED,  that  for the  purpose  of any  original  issue  of the
aggregate  number of shares of Common  Stock  authorized  by the  preceding
resolutions,  any  transfer  agent for  Common  Stock be,  and  hereby  is,
authorized to  countersign  as Transfer  Agent,  when  presented to it duly
executed by or on behalf of the Corporation, certificates for shares of the
Common  Stock,  and to cause  such  certificates  to be  registered  by any
Registrar for Common Stock and when so  countersigned  and  registered,  to
deliver such  certificates  to or upon the written order of the  Authorized
Officers;  and further,  that said Registrar be, and hereby is,  authorized
and directed to register certificates for the aggregate number of shares of
the Common Stock authorized by the preceding  resolutions when presented to
it, duly executed on behalf of the  Corporation and  countersigned  by said
Transfer  Agent,  and  thereupon  to  deliver  such  certificates,  when so
registered,  to or upon the order of said Transfer Agent and further,  that
the authority of said Transfer Agent and Registrar,  respectively,  be, and
it


<PAGE>


hereby is, extended to apply to the transfer and registration  from time to
time of such shares of Common Stock after the original issue thereof;

FURTHER RESOLVED,  that the Authorized Officers be, and each of them hereby
is, authorized to cause the Corporation to make application to the New York
Stock  Exchange  and the  Chicago  Stock  Exchange  for the listing on such
Exchanges,  upon  official  notice of  issuance  of the Common  Stock to be
issued  pursuant  to the  foregoing  resolutions;  and that  the  aforesaid
officers of the Corporation  be, and each of them hereby is,  authorized in
connection  with such  listing  applications  to  execute in the name or on
behalf of the Corporation and under its corporate seal or otherwise, and to
file  or  deliver   all  such   applications,   statements,   certificates,
agreements,  and other  documents as in their  judgment shall be necessary,
proper or advisable to accomplish such listings;

FURTHER  RESOLVED,  that the Board of Directors of the  Corporation  hereby
deems  that  the  value  of  the  assets  of  Waco  being  acquired  by the
Corporation  is at least  equivalent to the value of the cash and shares of
Common Stock to be delivered or issued in connection  with the  transaction
contemplated by these resolutions and described in the Agreement;

FURTHER  RESOLVED,  that in connection  with the  transaction  contemplated
under the  Agreement,  there may be credited to the  Corporation's  capital
account,  the sum of $1.00 for each share of the Common Stock issued by the
Corporation  in the  transaction  and the  transaction  shall  otherwise be
handled on the books of the  Corporation in accordance with the laws of the
Commonwealth of Kentucky and generally accepted accounting principles; and

FURTHER  RESOLVED,  that  the  Authorized  Officers  and  counsel  for  the
Corporation and the Corporation be, and they hereby are, authorized to take
all such  further  action and to execute all such further  instruments  and
documents, in the name and on behalf of the Corporation and the Corporation
and under their corporate seals or otherwise,  and to pay all such expenses
as in their  judgment  shall be necessary,  proper or advisable in order to
fully carry out the intent and to accomplish  the purposes of the foregoing
resolutions and each of them.


