<SUBMISSION>
<ACCESSION-NUMBER>0000007694-01-000016
<TYPE>S-8
<PUBLIC-DOCUMENT-COUNT>7
<FILING-DATE>20010201
<EFFECTIVENESS-DATE>20010201
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ASHLAND INC
<CIK>0000007694
<ASSIGNED-SIC>1600
<IRS-NUMBER>610122250
<STATE-OF-INCORPORATION>KY
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-8
<ACT>33
<FILE-NUMBER>333-54766
<FILM-NUMBER>1521508
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>50 E. RIVERCENTER BOULEVARD
<CITY>COVINGTON
<STATE>KY
<ZIP>41012
<PHONE>6068153333
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>50 E. RIVERCENTER BOULEVARD
<CITY>COVINGTON
<STATE>KY
<ZIP>41012
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ASHLAND OIL INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ASHLAND OIL & REFINING CO
<DATE-CHANGED>19700806
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>AMENDED AND RESTATED ASHLAND INC. INCENTIVE PLAN
<TEXT>

  As filed with the Securities and Exchange Commission on February 1, 2001
                                                  Registration No.333-
=============================================================================
                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549
                         -------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                   Under
                         the Securities Act of 1933

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

         Kentucky                                     61-0122250
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333

     (Address, including zip code, and telephone number, including area
            code, of Registrant's principal executive offices)

                     AMENDED AND RESTATED ASHLAND INC.
                               INCENTIVE PLAN

                          (Full title of the Plan)

                          David L. Hausrath, Esq.
                     Vice President and General Counsel
                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333

    (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)
                         --------------------------

                      CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

====================================================================================================================
     Title of Each Class of Securities         Amount to be        Proposed          Proposed         Amount of
              to be Registered                  Registered          Maximum          Maximum        Registration
                                                                Offering Price      Aggregate            Fee
                                                                 Per Share(1)        Offering
                                                                                     Price(1)
--------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                       <C>              <C>               <C>
Common Stock (par value $1.00 per share)     4,000,000 shares          $36.57           $146,280,000      $36,570.00
and Rights attached thereto
====================================================================================================================
</TABLE>
     (1) Estimated  solely for the purposes of calculating the registration
         fee in accordance with Rule 457 on the basis of the average of the
         high and low  reported  sale prices of our common stock on the New
         York Stock Exchange Composite Tape on January 29, 2001 ($36.25-36.89).

                                   II-1
<PAGE>
                              PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The  following  documents,  filed  with the  Securities  and  Exchange
Commission  (the  "Commission")  pursuant  to  Section  13 or  15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") (File No. 1-2918), are
hereby incorporated by reference into this registration statement:

         (a) Ashland Inc.'s  ("Ashland") Annual Report on Form 10-K for the
fiscal year ended September 30, 2000;

         (b) the  description  of our  common  stock,  par value  $1.00 per
share,  set forth in the  Registration  Statement on Form 10, as amended in
its entirety by the Form 8 filed with the SEC on May 1, 1983; and

         (c) the  description  of  Ashland's  Rights to  Purchase  Series A
Participating  Cumulative  Preferred  Stock,  set forth in the Registration
Statement on Form 8-A dated May 16, 1996.

     In addition,  all documents  hereafter filed with the Commission by us
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior
to the  filing  of a  post-effective  amendment  which  indicates  that all
securities  offered  have been  sold or which  deregisters  all  securities
remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.


     The validity of the common stock  offered  hereby has been passed upon
by David L. Hausrath,  Esq., Vice President and General Counsel of Ashland.
Mr. Hausrath owns beneficially 41,702 shares of our common stock (including
common stock units held in our deferred compensation plan).

     The  consolidated  financial  statements and schedule  incorporated by
reference  or included in our Annual  Report (Form 10-K) for the year ended
September  30, 2000,  have been  audited by Ernst & Young LLP,  independent
auditors,  as set  forth in  their  report  thereon  included  therein  and
incorporated herein by reference.  Such consolidated  financial  statements
and schedule  are  incorporated  herein by reference in reliance  upon such
report  given on the  authority of such firm as experts in  accounting  and
auditing.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Sections  271B.8-500 through 580 of the Kentucky Business  Corporation
Act contain  detailed  provisions  for  indemnification  of  directors  and
officers of Kentucky  corporations  against  judgments,  penalties,  fines,
settlements and reasonable  expenses in connection with  litigation.  Under
Kentucky law, the provisions of a company's articles and by-laws may govern
the   indemnification   of   officers   and   directors   in  lieu  of  the
indemnification  provided for by statute.  We have elected to indemnify our
officers and directors pursuant to our Restated  Articles,  our By-laws and
by  contract  rather  than to have  such  indemnification  governed  by the
statutory provisions.

     Article X of the Restated Articles permits,  but does not require,  us
to indemnify our  directors,  officers and


                                   II-2
<PAGE>
employees  to the fullest  extent  permitted  by law.  Our By-laws  require
indemnification of our officers and employees under certain  circumstances.
We have entered into  indemnification  contracts with each of our directors
that  require  indemnification  to the  fullest  extent  permitted  by law,
subject to certain exceptions and limitations.

     We have purchased  insurance  which insures  (subject to certain terms
and conditions,  exclusions and deductibles) us against certain costs which
we might be required to pay by way of  indemnification  to our directors or
officers under our Restated Articles or By-laws, indemnification agreements
or otherwise  and protects  individual  directors and officers from certain
losses for which they might not be indemnified by us. In addition,  we have
purchased  insurance which provides  liability coverage (subject to certain
terms and conditions,  exclusions and deductibles) for amounts which we, or
the  fiduciaries  under our employee  benefit plans,  which may include our
directors,  officers and employees, might be required to pay as a result of
a breach of fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     The  following  Exhibits  are  filed  as  part  of  this  Registration
Statement:

     4     Form of Certificate of Common Stock, par value $1.00 per share.
     5     Opinion of David L. Hausrath, Esq.
    10     Amended and Restated Ashland Inc. Incentive Plan.
  23.1     Consent of Ernst & Young LLP.
  23.2     Consent of David L. Hausrath, Esq. (included as part of Exhibit 5).
    24     Power of Attorney, including resolutions of the board of directors.

ITEM 9. UNDERTAKINGS.

     (A) Ashland hereby undertakes:

         (1) To file,  during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:

               (i) To include any prospectus  required by Section  10(a)(3)
         of the Securities Act of 1933;

               (ii) To  reflect  in the  prospectus  any  facts  or  events
         arising after the effective date of the registration statement (or
         the  most  recent   post-effective   amendment   thereof)   which,
         individually or in the aggregate,  represent a fundamental  change
         in  the  information  set  forth  in the  registration  statement.
         Notwithstanding the foregoing,  any increase or decrease in volume
         of  securities  offered (if the total dollar  value of  securities
         offered  would  not  exceed  that  which was  registered)  and any
         deviation  from  the  low or  high  end of the  estimated  maximum
         offering  range may be reflected in the form of  prospectus  filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,
         the  changes  in  volume  and price  represent  no more than a 20%
         change in the maximum  aggregate  offering  price set forth in the
         "Calculation   of   Registration   Fee"  table  in  the  effective
         registration statement and

               (iii) To include any  material  information  with respect to
         the  plan  of  distribution   not  previously   disclosed  in  the
         registration  statement or any material change to such information
         in the registration statement.

     Provided,  however,  that  paragraphs  (A)(l)(i) and (A)(1)(ii) do not
apply  if the  information  required  to be  included  in a  post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Ashland pursuant to section 13 or section 15(d) of the Securities  Exchange
Act of  1934  that  are  incorporated  by  reference  in  the  registration
statement.



                                   II-3

<PAGE>

         (2) That, for the purpose of determining  any liability  under the
     Securities Act of 1933,  each such  post-effective  amendment shall be
     deemed to be a new registration  statement  relating to the securities
     offered  therein,  and the  offering of such  securities  at that time
     shall be deemed to be the initial bona fide offering thereof.

         (3) To  remove  from  registration  by means  of a  post-effective
     amendment any of the securities being registered that remain unsold at
     the termination of the offering.

     (B) Ashland hereby  undertakes  that, for purposes of determining  any
liability  under the Securities  Act of 1933,  each filing of the Ashland's
annual report  pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and each filing of an employee  benefit plan's annual
report  pursuant to section 15(d) of the  Securities  Exchange Act of 1934)
that is  incorporated by reference in the  registration  statement shall be
deemed  to be a new  registration  statement  relating  to  the  securities
offered  herein,  and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

     (C)  Insofar as  indemnification  for  liabilities  arising  under the
Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling  persons of Ashland  pursuant to the foregoing  provisions,  or
otherwise,  Ashland has been advised that in the opinion of the  Securities
and Exchange  Commission such  indemnification  is against public policy as
expressed in the Securities Act of 1933 and is,  therefore,  unenforceable.
In the event  that a claim for  indemnification  against  such  liabilities
(other  than the  payment  by  Ashland of  expenses  incurred  or paid by a
director,  officer  or  controlling  person of  Ashland  in the  successful
defense of any action,  suit or  proceeding)  is asserted by such director,
officer or  controlling  person in  connection  with the  securities  being
registered,  Ashland will,  unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction  the question  whether such  indemnification  by it is against
public  policy,  as  expressed  in the  Securities  Act of 1933 and will be
governed by the final adjudication of such issue.

                                   II-4
<PAGE>
                             SIGNATURES

     Pursuant to the requirements of the Securities Act, Ashland  certifies
that  it  has  reasonable   grounds  to  believe  that  it  meets  all  the
requirements  for filing on Form S-8 and has duly caused this  Registration
Statement  to be signed on its behalf by the  undersigned,  thereunto  duly
authorized in the City of Covington,  Commonwealth of Kentucky, on February
1, 2001.

                            ASHLAND INC.,


                            By: ______________________________________
                                    David L. Hausrath
                                    Vice President and General Counsel

     Pursuant to the requirements of the Securities Act, this  Registration
Statement has been signed below by the following  persons in the capacities
indicated on February 1, 2001.
<TABLE>
<CAPTION>

                        Signature                                                    Title

<S>                                                            <C>
                            *
                            -----                              Chairman of the Board and Chief Executive Officer
                    Paul W. Chellgren                                    (Principal Executive Officer)

                            *
                            -----                              Senior Vice President and Chief Financial Officer
                      J. Marvin Quin                                     (Principal Financial Officer)

                            *
                            -----                              Administrative Vice President and Controller
                     Kenneth L. Aulen                                   (Principal Accounting Officer)

                            *
                            -----                              Director
                     Samuel C. Butler

                            *
                            -----                              Director
                    Frank C. Carlucci

                            *
                            -----                              Director
                      Ernest H. Drew

                            *
                            -----                              Director
                     James B. Farley

                            *
                            -----                              Director
                    Bernadine P. Healy

                            *
                            -----                              Director
                    Mannie L. Jackson

                            *
                            -----                              Director
                    Patrick F. Noonan

                            *
                            -----                              Director
                     Jane C. Pfeiffer

                            *
                            -----                              Director
                            --
                  William L. Rouse, Jr.
                            *
                            -----                              Director
                    Theodore L. Solso
</TABLE>

*By ___________________________________
                    David L. Hausrath
                     Attorney-in-fact

    *Original powers of attorney authorizing,  Paul W. Chellgren,  David L.
     Hausrath  and Linda L. Foss and each of them to sign the  Registration
     Statement  and  amendments  thereto  on behalf of the  above-mentioned
     directors and officers of Ashland have been filed with the  Commission
     as Exhibit 24 to the Registration Statement.


                                   II-5

<PAGE>



                               EXHIBIT INDEX

4         Form of Certificate of Common Stock, par value $1.00 per share.
5         Opinion of David L. Hausrath, Esq.
10        Amended and Restated Ashland Inc. Incentive Plan.
23.1      Consent of Ernst & Young LLP.
23.2      Consent of David L. Hausrath, Esq. (included as part of Exhibit 5).
24        Power of Attorney, including resolutions of the board of directors.



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXHIBIT 4.1 CERTIFICATE OF COMMON STOCK
<TEXT>


           [GRAPHIC]               [GRAPHIC]               [GRAPHIC]

         COMMON STOCK                                    COMMON STOCK

  INCORPORATED UNDER THE LAWS     ASHLAND INC. THIS CERTIFICATE IS TRANSFERABLE
OF THE COMMONWEALTH OF KENTUCKY                   IN THE CITY OF NEW YORK OR
                                                      CLEVELAND, OHIO
                                                      CUSIP 044204 10 5
                                            SEE REVERSE FOR  CERTAIN DEFINITIONS

This Certifies that                                          is the owner of


  FULLY-PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $1.00 EACH OF THE
                                 COMMON STOCK

of  Ashland  Inc.  transferable  by the  holder  hereof  in  person  or by  duly
authorized  attorney upon surrender to the Company of this certificate  properly
endorsed.   The   voting   power,   designation,   preference,   and   relative,
participating, optional or other special rights and qualifications,  limitations
or restrictions hereof, granted to or imposed upon the shares of each class, are
set  forth in the  Company's  Second  Restated  Articles  of  Incorporation,  as
amended.  This  certificate is not valid unless  countersigned by the Transfer
Agent and registered by the Registrar.


Witness the seal for the Company and signatures of its duly authorized officers.

DATED

/s/ Richard Thomas                                        /s/ Paul W. Chellgren
   SECRETARY                                              CHAIRMAN OF THE BOARD

                                    [SEAL]

COUNTERSIGNED AND REGISTERED
   NATIONAL CITY BANK (CLEVELAND, OHIO)
                              TRANSFER AGENT
                               AND REGISTRAR

BY

                                                            AUTHORIZED SIGNATURE
<PAGE>

                                 ASHLAND INC.

     ASHLAND  INC.  WILL  FURNISH  WITHOUT  CHARGE  TO EACH  SHAREHOLDER  WHO SO
REQUESTS,  A  PRINTED  COPY OF THE  PORTION  OF THE  COMPANY'S  SECOND  RESTATED
ARTICLES  OF  INCORPORATION,   AS  AMENDED,  AND  OTHER  DOCUMENTS  SHOWING  THE
DESIGNATIONS,  RELATIVE RIGHTS,  PREFERENCES AND LIMITATIONS  APPLICABLE TO EACH
CLASS OF SHARES  AND THE  VARIATIONS  IN  RIGHTS,  PREFERENCES  AND  LIMITATIONS
DETERMINED  FOR EACH  SERIES  AND THE  AUTHORITY  OF THE BOARD OF  DIRECTORS  TO
DETERMINE  VARIATIONS  FOR  FUTURE  SERIES.  SUCH  REQUEST  MAY BE  MADE  TO THE
SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT.

     This certificate also evidences and entitles the holder hereof to certain
Rights as set forth in a Rights Agreement dated as of May 16, 1996, as it may be
amended from time to time (the "Rights Agreement"), between Ashland Inc. (the
"Company") and National City Bank, as Successor Rights Agent (the "Rights
Agent"), the terms of which are hereby incorporated herein by reference and a
copy of which is on file at the principal executive offices of the Company.
Under certain circumstances, as set forth in the Rights Agreement, such Rights
will be evidenced by separate certificates and will no longer be evidenced by
this certificate. The Rights Agent will mail to the holder of this certificate a
copy of the Rights Agreement without charge after a receipt of a written request
therefor. Rights beneficially owned by Acquiring Persons or their Affiliates or
Associates (as such terms are defined in the Rights Agreement) and by any
subsequent holder of such Rights are null and void and nontransferable.


     The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

     TEN COM     -- as tenants in common
     TEN ENT     -- as tenants by the entireties
     JP TEN      -- as joint tenants with right of survivorship and not as
                    tenants in common

UNIF GIFT MIN ACT --                     Custodian
                    ---------------------         ------------------
                            (Cust.)                      (Minor)
                    under Uniform Gifts to Minors Act
                                                     ---------------
                                                        (State)

UNIF TRAN MIN ACT --                     Custodian
                    ---------------------         ------------------
                            (Cust.)                      (Minor)
                    under Uniform Transfers to Minors Act
                                                         -----------
                                                            State

    Additional abbreviations may also be used though not in the above list.

     For value received;             hereby sell, assign and transfer unto
                        -------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE
--------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

------------------------------------------------------------------------- Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
                                  ----------------------------------------------

--------------------------------------------------------------------------------
Attorney to transfer the said stock on the books of the within named Company
with full power of substitution in the premises.

Dated,
     ---------------------------------------------------


                             ---------------------------------------------------
AFFIX MEDALLION SIGNATURE
GUARANTEE IMPRINT BELOW
                             ---------------------------------------------------

                             ---------------------------------------------------
                             NOTICE: THE ABOVE SIGNATURE(S) TO THIS ASSIGNMENT
                             MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE
                             FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
                             WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE
                             WHATEVER.

                             THE SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE
                             GUARANTOR INSTITUTION SUCH AS A SECURITIES
                             BROKER/DEALER, COMMERCIAL BANK, TRUST COMPANY,
                             SAVINGS ASSOCIATION OR A CREDIT UNION PARTICIPATING
                             IN A MEDALLION PROGRAM APPROVED BY THE SECURITIES
                             TRANSFER ASSOCIATION, INC.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>EX-5 OPINION OF DAVID L. HAUSRATH
<TEXT>



Exhibit 5 - Opinion of David L. Hausrath

                                      February 1, 2001



Ashland Inc.
50 E. RiverCenter Boulevard
P.O. Box 391
Covington, KY 41012-0391


Gentlemen:

         As Vice President and General  Counsel of Ashland Inc., a Kentucky
corporation  ("Ashland"),  I  have  examined  and  am  familiar  with  such
documents,  corporate  records  and  other  instruments  as I  have  deemed
necessary  for the  purposes  of this  opinion,  including  the Amended and
Restated   Ashland  Inc.   Incentive  Plan  (the  "Plan"),   the  corporate
proceedings  of  Ashland  taken to adopt  the  Plan,  and the  Registration
Statement on Form S-8 (the "Registration  Statement") filed by Ashland with
the  Securities  and Exchange  Commission  for the  registration  under the
Securities  Act of 1933, as amended,  of 4,000,000  shares of Common Stock,
par value $1.00 per share,  of Ashland  ("Common  Stock") to be distributed
under the Plan.

         Based  upon  the  foregoing,   I  am  of  the  opinion  that  when
certificates  representing  such  shares  of  Common  Stock  have been duly
executed,  countersigned by a Transfer Agent,  registered by a Registrar of
Ashland and paid for in  accordance  with  applicable  law and delivered in
accordance  with the terms of the Plan, such shares of Common Stock will be
duly authorized, validly issued, fully paid and nonassessable.

         I hereby consent to the use of my opinion for filing as an exhibit
to the Registration Statement.

                                      Very truly yours,



                                      David L. Hausrath


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EX-10 AMENDED AND RESTATED ASHLAND INC. INCENTIVE PLAN
<TEXT>

Exhibit 10 - Amended and Restated Ashland Inc. Incentive Plan

                            AMENDED AND RESTATED
                        ASHLAND INC. INCENTIVE PLAN
                       (As amended January 24, 2001)

SECTION 1.  PURPOSE

     The  purpose of the  Ashland  Inc.  Incentive  Plan is to promote  the
interests of Ashland Inc. and its  shareholders by providing  incentives to
its directors,  officers and employees.  Accordingly, the Company may grant
to selected officers and employees Option Awards, Stock Appreciation Rights
Awards, Restricted Stock Awards, Incentive Awards,  Performance Unit Awards
and Merit Awards in an effort to attract and retain in its employ qualified
individuals  and to provide such  individuals  with  incentives to continue
service  with the  Company,  devote  their best  efforts to the Company and
improve the Company's economic performance, thus enhancing the value of the
Company  for the  benefit  of  shareholders.  This  Plan also  provides  an
incentive for qualified  persons,  who are not officers or employees of the
Company,  to serve on the Board of Directors of the Company and to continue
to work for the best  interests  of the Company by  rewarding  such persons
with an  automatic  Restricted  Stock Award and with  discretionary  Option
Awards.

SECTION 2.  DEFINITIONS

     (A) "Agreement" shall mean a written agreement setting forth the terms
of an Award, to be entered into at the Company's discretion.

     (B)  "Attestation"  means the  delivery  to the Company of a completed
attestation  form  prescribed by the Company setting forth the whole shares
of  Common  Stock  owned by the  Recipient  which the  Recipient  wishes to
utilize  to  pay  the  Exercise  Price.  The  Common  Stock  listed  on the
attestation  form must  have  been  owned by the  Recipient  six  months or
longer,  and not have been used to effect  an Option  exercise  within  the
preceding six months, unless the Committees specifically provide otherwise.

     (C) "Award" shall mean an Option  Award,  a Stock  Appreciation  Right
Award,  an Incentive  Award, a Performance  Unit Award, a Restricted  Stock
Award or a Merit Award, in each case granted under this Plan.

     (D)  "Beneficiary"  shall mean the  person,  persons,  trust or trusts
designated by a Recipient or if no  designation  has been made, the person,
persons,  trust,  or trusts  entitled  by will or the laws of  descent  and
distribution to receive the benefits specified under this Plan in the event
of a Recipient's death.

     (E) "Board"  shall mean the Board of  Directors  of the Company or its
designee.

     (F)  "Cashless  Exercise"  shall mean the  procedure by which a broker
provides  the funds to a  Recipient  to effect an Option  exercise.  At the
direction of the  Recipient,  the broker will  either:  (i) sell all of the
shares  received  when the Option is exercised  and pay the  Recipient  the
proceeds of the sale (minus the Exercise Price,  withholding  taxes and any
fees due to the broker);  or (ii) sell enough of the shares  received  upon
exercise of the Option to cover the Exercise Price,  withholding  taxes and
any fees due the broker and deliver to the  Recipient  (either  directly or
through the Company) a stock certificate for the remaining shares.

     (G) "Change in Control"  shall be deemed to occur (1) upon approval of
the shareholders of the Company (or if such approval is not required,  upon
the  approval  of the  Board)  of (A) any  consolidation  or  merger of the
Company in which the Company is not the continuing or surviving corporation
or pursuant to which shares of Common  Stock would be converted  into cash,
securities  or other  property  other than a merger in which the holders of
Common  Stock   immediately   prior  to  the  merger  will  have  the  same
proportionate  ownership  of  common  stock  of the  surviving  corporation
immediately  after the  merger,  (B) any sale,  lease,  exchange,  or other
transfer (in one transaction or a series of related transactions) of all or
substantially all the assets of the Company, or (C) adoption of any plan or
proposal for the  liquidation or  dissolution of the Company,  (2) when any
person (as defined in Section 3(a)(9) or 13(d) of the Exchange Act),  other
than the  Company  or any  Subsidiary  or  employee  benefit  plan or trust
maintained by the Company, shall become the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act),  directly or  indirectly,  of more than
15% of the  Company's  Common Stock  outstanding  at the time,  without the
approval  of the  Board,  or  (3)  at  any  time  during  a  period  of two
consecutive  years,  individuals  who  at  the  beginning  of  such  period


                                      II-9
<PAGE>

constituted  the Board shall cease for any reason to  constitute at least a
majority thereof, unless the election or the nomination for election by the
Company's shareholders of each new director during such two-year period was
approved by a vote of at least  two-thirds of the  directors  then still in
office who were directors at the beginning of such two-year period.

     (H) "Code"  shall mean the Internal  Revenue Code of 1986,  as amended
from time to time.

     (I)  "Committees"  shall refer to the P&C  Committee  as it relates to
Awards to Participants  and to the G&N Committee as it relates to Awards to
Outside Directors.

     (J) "Common  Stock" shall mean the Common Stock of the Company  ($1.00
par value), subject to adjustment pursuant to Section 15 hereof.

     (K) "Company" shall mean, collectively, Ashland Inc. and its Subsidiaries.

     (L) "Disability"  shall mean, (i) in the case of a Participant,  he or
she becomes unable to perform the functions  required by his or her regular
job due to physical or mental illness and, in connection  with the grant of
an  Incentive  Stock Option shall be disabled if he or she falls within the
meaning of that term as provided  in Section  22(e)(3) of the Code and (ii)
in the case of an Outside  Director,  when he or she is unable to attend to
his or her duties and  responsibilities as a member of the Board because of
incapacity due to physical or mental illness.

     (M) "Exercise  Price" shall mean, with respect to each share of Common
Stock subject to an Option, the price fixed by the Committees at which such
share may be  purchased  from the Company  pursuant to the exercise of such
Option,  which  price at no time may be less than  100% of the Fair  Market
Value of the Common Stock on the date the Option is granted.

     (N) "Exchange Act" shall mean the Securities  Exchange Act of 1934, as
amended.

     (O) "Fair  Market  Value"  shall mean the price of the Common Stock as
reported on the Composite  Tape of the New York Stock  Exchange on the date
and at the time selected by the Committees or as otherwise provided in this
Plan.

     (P) "G&N Committee" shall mean the Governance and Nominating Committee
of the Board, as from time to time constituted,  or any successor committee
of the Board with similar functions, or its designee.

     (Q)  "Incentive  Award" shall mean an Award made pursuant to Section 7
hereof,  the payment of which is  contingent  upon the  achievement  of the
Performance Goals for the particular Performance Period.

     (R)  "Incentive  Stock  Option" or "ISO"  shall mean an Option that is
intended by the Committees to meet the  requirements  of Section 422 of the
Code or any successor provision.

     (S) "ISO  Award"  shall  mean an Award of an  Incentive  Stock  Option
pursuant to Section 10 hereof.

     (T) "Merit Award" shall mean an Award of Common Stock issued  pursuant
to Section 9 hereof.

     (U) "Non-Employee  Director" shall mean a non-employee director within
the  meaning  of  applicable  regulatory   requirements,   including  those
promulgated under Section 16 of the Exchange Act.

     (V) "Nonqualified Stock Option" or "NQSO" shall mean an Option granted
pursuant to this Plan which does not qualify as an Incentive Stock Option.

     (W) "Notice of Grant" shall mean a written  notice  setting  forth the
terms of an  Option  or SAR  Award,  to be  entered  into at the  Company's
discretion.

     (X) "Option" shall mean the right to purchase  Common Stock at a price
to be  specified  and upon  terms to be  designated  by the  Committees  or
otherwise  determined pursuant to this Plan. The Committees shall designate
an Option as a Nonqualified Stock Option or an Incentive Stock Option.


                                     II-10

<PAGE>

     (Y)  "Option  Award"  shall  mean an Award of an  Option  pursuant  to
Section 10 hereof.

     (Z) "Outside Director" shall mean a director of the Company who is not
also an employee of the Company as selected by the G&N Committee to receive
an Award under this Plan.

     (AA)  "P&C  Committee"  shall  mean  the  Personnel  and  Compensation
Committee of the Board, as from time to time constituted,  or any successor
committee of the Board with similar functions, which shall consist of three
or more  members,  each of whom  shall be a  Non-Employee  Director  and an
outside director as defined in the regulations  issued under Section 162(m)
of the Code, or its designee.

     (BB)  "Participant"  shall  mean a  regular,  full-time  or  part-time
employee  of the Company as  selected  by the P&C  Committee  to receive an
Award under this Plan.

     (CC)  "Performance  Goals"  shall  mean  performance  goals  as may be
established in writing by the P&C Committee which may be based on earnings,
stock  price,  return on  equity,  return on  investment,  total  return to
shareholders,  economic  profit,  debt rating or  achievement  of business,
financial or operational  goals.  Such goals may be absolute in their terms
or  measured  against  or in  relation  to other  companies  comparably  or
otherwise  situated.   Such  performance  goals  may  be  particular  to  a
Participant  or the division or other unit in which the  Participant  works
and/or may be based on the performance of the Company generally.

     (DD) "Performance  Period" shall mean the period designated by the P&C
Committee during which the performance objectives shall be measured.

     (EE)  "Performance  Unit Award"  shall mean an Award made  pursuant to
Section 8 hereof,  the payment of which is contingent  upon the achievement
of the Performance Goals for the particular Performance Period.

     (FF) "Personal  Representative"  shall mean the person or persons who,
upon the Disability or incompetence of a Recipient,  shall have acquired on
behalf of the  Recipient  by legal  proceeding  or  otherwise  the right to
receive the benefits specified in this Plan.

     (GG) "Plan" shall mean this Ashland Inc.  Incentive  Plan,  as amended
and restated.

     (HH) "Recipients" shall mean a Participant or an Outside Director,  as
appropriate.

     (II) "Restricted Period" shall mean the period designated during which
Restricted  Stock  may not be  sold,  assigned,  transferred,  pledged,  or
otherwise encumbered, which period in the case of Participants shall not be
less than one year from the date of grant (unless otherwise directed by the
P&C  Committee),  and in the case of  Outside  Directors  is the period set
forth in Section 6(B) hereof.

     (JJ) "Restricted Stock" shall mean those shares of Common Stock issued
pursuant to a Restricted Stock Award which are subject to the restrictions,
terms, and conditions set forth in the related Agreement, if any.

     (KK) "Restricted  Stock Award" shall mean an Award of Restricted Stock
pursuant to Section 6 hereof.

     (LL)  "Retained  Distributions"  shall  mean any  securities  or other
property (other than regular cash dividends)  distributed by the Company in
respect of Restricted Stock during any Restricted Period.

     (MM)  "Retirement"  shall  mean,  (a) in the  case  of a  Participant,
retirement  from the employ of the Company at any time as  described in the
Ashland Inc. and Affiliates  Pension Plan or in any successor pension plan,
as from time to time in effect, and (b) in the case of an Outside Director,
retirement  from the  Board at age 72 or at any  other age as the Board may
from time to time determine.

     (NN) "Stock  Appreciation  Right" or "SAR" shall mean the right of the
holder to elect to surrender an Option or any portion thereof which is then
exercisable and receive in exchange therefor shares of Common Stock,  cash,
or a combination thereof, as the case may be, with an aggregate value equal
to the excess of the Fair  Market  Value of one share of Common  Stock over
the Exercise  Price  specified in such Option  multiplied  by the number of
shares of Common Stock  covered by such Option or portion  thereof which is
so surrendered.  A SAR may only be granted  concurrently  with the grant of
the related Option.  A SAR shall be exercisable  upon any additional  terms
and


                                     II-11

<PAGE>

conditions (including,  without limitation,  the issuance of Restricted
Stock and the imposition of restrictions upon the timing of exercise) which
may be determined as provided in this Plan.

     (OO) "Stock  Appreciation  Right  Award" or "SAR Award"  shall mean an
Award of a Stock Appreciation Right pursuant to Section 11 hereof.

     (PP)  "Subsidiary"   shall  mean  any  present  or  future  subsidiary
corporations, as defined in Section 424 of the Code, of the Company.

     (QQ) "Tax Date"  shall mean the date the  withholding  tax  obligation
arises with respect to an Award.

SECTION 3.  STOCK SUBJECT TO THIS PLAN

     There will be reserved  for  issuance  under this Plan an aggregate of
4,000,000  shares of Common  Stock,  par value  $1.00 per share;  provided,
however,  that of such shares only 1,000,000  shares in the aggregate shall
be available  for  Restricted  Stock Awards,  Merit Awards,  ISO Awards and
Performance  Unit  Awards.  Such shares  shall be  authorized  but unissued
shares of  Common  Stock.  If any Award  under  this Plan  shall  expire or
terminate for any reason  without  having been earned or vested in full, or
if any Award shall be  forfeited  or  deferred,  the shares  subject to the
unearned,  forfeited  or  deferred  portion  of such Award  shall  again be
available  for the purposes of this Plan. No  Participant  shall be granted
more than a total of 250,000  Option or SAR Awards  annually and no Outside
Director  shall be granted more than a total of 10,000 Option or SAR Awards
annually.

SECTION 4.  ADMINISTRATION

     The P&C  Committee  shall have the  exclusive  authority to administer
this Plan for  Participants.  The G&N  Committee  shall have the  exclusive
authority to administer this Plan for Outside Directors.

     In  addition  to any  implied  powers and duties that may be needed to
carry out the provisions hereof, the Committees, acting individually, shall
have all the powers vested in them by the terms hereof, including exclusive
authority to select the  Recipients,  to determine the type, size and terms
of the  Awards to be made to each  Recipient,  to  determine  the time when
Awards will be  granted,  and to  prescribe  the form of the  Agreement  or
Notice of Grant embodying Awards made under this Plan. The Committees shall
be  authorized  to interpret  this Plan and the Awards  granted  under this
Plan, to establish, amend and rescind any rules and regulations relating to
this Plan, to make any other determinations which they believe necessary or
advisable  for the  administration  hereof,  and to  correct  any defect or
supply any omission or reconcile any  inconsistency  in this Plan or in any
Award in the  manner and to the extent the  Committees  deem  desirable  to
carry it into effect.  Any decision of the Committees in the administration
of this Plan, as described herein, shall be final and conclusive.

SECTION 5.  ELIGIBILITY

     Awards  may only be  granted  (i) to regular  full-time  or  part-time
employees of the Company,  or (ii) as expressly  provided in Sections 6(B),
10 and 11 hereof, to Outside Directors of the Company.

SECTION 6.  RESTRICTED STOCK AWARDS

(A)  Awards to Employees

     The P&C  Committee  may make a  Restricted  Stock  Award  to  selected
Participants,   which   Restricted  Stock  Awards  may,  at  the  Company's
discretion  and as  directed  by the  P&C  Committee,  be  evidenced  by an
Agreement  which  shall  contain  such  terms  and  conditions  as the  P&C
Committee,  in its sole  discretion,  may  determine.  The  amount  of each
Restricted  Stock Award and the  respective  terms and  conditions  of such
Award (which terms and conditions  need not be the same in each case) shall
be determined by the P&C Committee in its sole  discretion.  As a condition
to any Restricted  Stock Award  hereunder,  the P&C Committee may require a
Participant to pay to the Company a  non-refundable  amount equal to, or in
excess  of,  the par value of the  shares of the  Restricted  Stock  Award.
Subject to the terms and  conditions of each  Restricted  Stock Award,  the
Participant,  as the owner of the Common Stock issued as Restricted  Stock,
shall have all  rights of a  shareholder  including,  but not  limited  to,
voting  rights as to such Common  Stock and the right to receive  dividends
thereon when, as and if paid.



                                     II-12

<PAGE>

     Unless otherwise determined and directed by the P&C Committee,  in the
event that a Restricted  Stock Award has been made to a  Participant  whose
employment or service is  subsequently  terminated  for any reason prior to
the  lapse of all  restrictions  thereon,  such  Restricted  Stock  will be
forfeited in its entirety by such Participant.

(B)  Awards to Outside Directors

     During  the term of this  Plan,  each  person  who is  hereafter  duly
appointed or elected as an Outside Director shall be granted,  effective on
the date of his or her  appointment  or election to the Board, a Restricted
Stock  Award of 1,000  shares.  All Awards  under this  subsection  (B) are
subject to the limitation on the number of shares of Common Stock available
pursuant to Section 3 hereof and to the terms and  conditions  set forth in
this subsection (B) and subsection (C) below.

     As a condition to any Restricted  Stock Award  hereunder,  the Outside
Director  may be  required to pay to the  Company a  non-refundable  amount
equal to the par value of the shares of the  Restricted  Stock Award.  Upon
the granting of the Restricted Stock Award,  such Outside Director shall be
entitled to all rights incident to ownership of Common Stock of the Company
with respect to his or her Restricted Stock, including, but not limited to,
the right to vote such shares of Restricted Stock and to receive  dividends
thereon when, as and if paid; provided, however, that subject to subsection
(C) hereof,  in no case may any shares of  Restricted  Stock  granted to an
Outside  Director be sold,  assigned,  transferred,  pledged,  or otherwise
encumbered  during the  Restricted  Period  which shall not lapse until the
earlier  to occur  of the  following:  (i)  Retirement,  (ii) the  death or
Disability of such Outside  Director,  (iii) a 50% change in the beneficial
ownership of the Company as defined in Rule 13d-3 under the  Exchange  Act,
or (iv)  voluntary  early  retirement  to take a position  in  governmental
service.  Unless otherwise determined and directed by the G&N Committee, in
the case of voluntary  resignation  or other  termination  of service of an
Outside  Director prior to the occurrence of any of the events described in
the preceding  sentence,  any Restricted  Stock Award made pursuant to this
subsection will be forfeited by such Outside Director.

(C) Transferability

     Subject to Section  17(B)  hereof,  Restricted  Stock may not be sold,
assigned, transferred, pledged, or otherwise encumbered during a Restricted
Period, which, in the case of Participants,  shall be determined by the P&C
Committee and, unless otherwise determined by the P&C Committee,  shall not
be less than one year from the date of the Restricted Stock Award,  and, in
the case of Outside  Directors,  shall be  determined  in  accordance  with
subsection (B) of this Section.  The P&C Committee may, at any time, reduce
the  Restricted  Period  with  respect  to  any  outstanding  shares  of  a
Restricted  Stock  Award,  but,  unless  otherwise  determined  by the  P&C
Committee, such Restricted Period shall not be less than one year.

     During the Restricted Period, certificates representing the Restricted
Stock and any Retained Distributions shall be registered in the Recipient's
name and bear a  restrictive  legend to the effect that  ownership  of such
Restricted Stock (and any such Retained  Distributions),  and the enjoyment
of all rights appurtenant  thereto are subject to the restrictions,  terms,
and conditions provided in this Plan and the applicable Agreement,  if any.
Such  certificates  shall be deposited by the  Recipient  with the Company,
together  with  stock  powers  or other  instruments  of  assignment,  each
endorsed in blank,  which will permit transfer to the Company of all or any
portion of the Restricted  Stock and any securities  constituting  Retained
Distributions which shall be forfeited in accordance with this Plan and the
applicable Agreement,  if any. Restricted Stock shall constitute issued and
outstanding  shares of Common Stock for all  corporate  purposes,  with the
exception  that:  (i) the Recipient will not be entitled to delivery of the
stock   certificates   representing   such   Restricted   Stock  until  the
restrictions  applicable thereto shall have expired;  (ii) the Company will
retain custody of all Retained  Distributions made or declared with respect
to the Restricted Stock (and such Retained Distributions will be subject to
the same  restrictions,  terms  and  conditions  as are  applicable  to the
Restricted  Stock) until such time, if ever, as the  Restricted  Stock with
respect to which such Retained Distributions shall have been made, paid, or
declared shall have become vested,  and such Retained  Distributions  shall
not bear interest or be segregated in separate  accounts;  (iii) subject to
Section 17(B) hereof, the Recipient may not sell, assign, transfer, pledge,
exchange,  encumber,  or dispose of the  Restricted  Stock or any  Retained
Distributions  during the  Restricted  Period;  and (iv)  unless  otherwise
determined and directed by the  Committees,  a breach of any  restrictions,
terms, or conditions provided in this Plan or established by the Committees
with respect to any Restricted Stock or Retained Distributions will cause a
forfeiture of such  Restricted  Stock and any Retained  Distributions  with
respect thereto.



                                     II-13

<PAGE>

SECTION 7.  INCENTIVE AWARDS

     (A) Any Participant may receive one or more Incentive  Awards,  as the
P&C Committee shall from time to time determine.

     (B) No later than 120 days (90 days for those Participants  subject to
the  limitations  of Code Section  162(m)) after the  commencement  of each
Performance  Period,  the P&C Committee  shall  establish in writing one or
more  Performance  Goals that must be reached by a Participant  in order to
receive an Incentive Award for such Performance Period. Except with respect
to Participants  subject to the limitations of Code Section 162(m), the P&C
Committee shall have the discretion to later revise the  Performance  Goals
and the amount to be paid out upon the  attainment  of these  goals for any
reason  including the reflection of promotions,  transfers or other changes
in a  Participant's  employment so long as such changes are consistent with
the Performance  Goals  established  for other  Participants in the same or
similar positions.  Performance Goals established for Participants  subject
to Code  Section  162(m) may only be  adjusted to reduce or  eliminate  the
amount of compensation otherwise payable upon attainment of the Performance
Goals.

     (C)  The  target   Incentive  Award  is  a  fixed  percentage  of  the
Participant's Base Salary paid during the year. The maximum Incentive Award
is 150% of the target  Incentive  Award.  No  Incentive  Award shall exceed
three million dollars ($3,000,000).

     (D) Payment of Incentive Awards shall be made on a date or dates fixed
by the P&C Committee.  Payment may be made in one or more  installments and
may be made  wholly  in  cash,  wholly  in  shares  of  Common  Stock  or a
combination thereof as determined by the P&C Committee.

     If payment of an  Incentive  Award shall be made all or  partially  in
shares  of Common  Stock,  the  number  of  shares  of  Common  Stock to be
delivered  to a  Participant  on any payment  date shall be  determined  by
dividing (x) the original  dollar amount to be paid on the payment date (or
the part thereof  determined by the P&C Committee to be delivered in shares
of such Incentive Award) by (y) the Fair Market Value on the date the Board
approves the P&C  Committee's  decision to pay an  Incentive  Award or such
other date as the Board shall determine.

     (E) Unless otherwise determined and directed by the P&C Committee,  an
Incentive  Award  shall  terminate  if  the  Participant  does  not  remain
continuously  employed and in good standing with the Company until the date
of payment of such Award.  Unless otherwise  determined and directed by the
P&C  Committee,  in the  event a  Participant's  employment  is  terminated
because of death, Disability or Retirement,  the Participant (or his or her
beneficiaries  or estate) shall receive the prorated portion of the payment
of an Incentive Award for which the  Participant  would have otherwise been
eligible based upon the portion of the  Performance  Period during which he
or she was so employed so long as the  Performance  Goals are  subsequently
achieved.

SECTION 8.  PERFORMANCE UNIT AWARDS

     (A) Any Participant may receive one or more  Performance  Unit Awards,
as the P&C Committee shall from time to time determine.

     (B) The  Performance  Goals and  Performance  Period  applicable  to a
Performance  Unit Award shall be set forth in writing by the P&C  Committee
no later  than 120 days (90  days for  those  Participants  subject  to the
limitations  imposed by Code Section 162(m)) after the  commencement of the
Performance  Period.  Except with  respect to  Participants  subject to the
limitations  of Code  Section  162(m),  the P&C  Committee  shall  have the
discretion to later revise the Performance  Goals and the amount to be paid
out upon the  attainment  of  these  goals  for any  reason  including  the
reflection of  promotions,  transfers or other  changes in a  Participant's
employment  so long as such  changes are  consistent  with the  Performance
Goals established for other  Participants in the same or similar positions.
Goals established for Participants  subject to Code Section 162(m) may only
be adjusted to reduce or  eliminate  the amount of  compensation  otherwise
payable upon attainment of the Performance Goals.

     (C) Each  Performance  Unit Award shall be  established  in dollars or
shares of Common Stock,  or a combination of both, as determined by the P&C
Committee.  The  original  amount of any  Performance  Unit Award shall not
exceed 400% of the  Participant's  then annual base salary and the original
amount of any Performance  Unit Award shall not exceed five million dollars
($5,000,000). In determining the amount of any Performance Unit Award made,


                                     II-14



<PAGE>

in whole or in part, in shares of Common Stock,  the value thereof shall be
based on the Fair Market Value on the first day of the  Performance  Period
or on such other date, as the Board shall determine.

     (D) Unless otherwise  determined and directed by the P&C Committee,  a
Performance  Unit Award shall terminate for all purposes if the Participant
does not remain continuously employed and in good standing with the Company
until payment of such Performance Unit Award.  Unless otherwise  determined
and  directed  by  the  P&C  Committee,   a  Participant  (or  his  or  her
beneficiaries or estate) whose employment was terminated  because of death,
Disability or Retirement will receive a prorated  portion of the payment of
his or her Award based upon the portion of the  Performance  Period  during
which  he or she  was so  employed  so long as the  Performance  Goals  are
subsequently achieved.

     (E) Payment  with respect to  Performance  Unit Awards will be made to
Participants  on a date or dates fixed by the P&C Committee.  The amount of
such payment shall be determined by the P&C Committee and shall be based on
the original amount of such  Performance Unit Award adjusted to reflect the
attainment of the Performance Goals during the Performance Period.  Payment
may be made in one or more  installments  and may be made  wholly  in cash,
wholly in shares of Common Stock or a combination  thereof as determined by
the P&C Committee.

     If payment of a Performance Unit Award established in dollars is to be
made in shares of Common  Stock or  partly in such  shares,  the  number of
shares of Common Stock to be delivered to a Participant on any payment date
shall be  determined  by  dividing  (x) the amount  payable by (y) the Fair
Market Value on the date the Board approves the P&C Committee's decision to
pay the  Performance  Unit Award or on such  other date as the Board  shall
determine.

     If payment of a Performance Unit Award established in shares of Common
Stock is to be made in cash or  partly  in cash,  the  amount of cash to be
paid  to  a  Participant  on  any  payment  date  shall  be  determined  by
multiplying  (x) the number of shares of Common Stock to be paid in cash on
such payment date with respect to such  Performance  Unit Award, by (y) the
Fair  Market  Value on the  date the  Board  approves  the P&C  Committee's
decision  to pay the  Performance  Unit  Award or on such other date as the
Board shall determine.  Any payment may be subject to such restrictions and
conditions as the P&C Committee may determine.

SECTION 9.  MERIT AWARDS

     Any  Participant  may receive a Merit Award of Common Stock under this
Plan for such  reasons and in such  amounts as the P&C  Committee  may from
time to time  determine.  As a condition to any such Merit  Award,  the P&C
Committee may require a Participant to pay to the Company a  non-refundable
amount  equal to, or in excess  of,  the par value of the  shares of Common
Stock awarded to him or her.

SECTION 10.  OPTION AWARDS

     (A) Any  Recipient  may  receive  one or more  Option  Awards,  as the
Committees shall from time to time determine.

     (B)  Designation and Price

         (1) Any  Option  granted  under  this  Plan may be  granted  as an
Incentive  Stock  Option  or as a  Nonqualified  Stock  Option  as shall be
designated by the Committees at the time of the grant of such Option.  Only
Participants  may be granted ISOs.  Each Option shall, at the discretion of
the Company and as directed by the Committees,  be evidenced by a Notice of
Grant, which Notice of Grant shall specify the designation of the Option as
an ISO or a NQSO,  as the case may be,  and shall  contain  such  terms and
conditions as the Committees,  in their sole  discretion,  may determine in
accordance with this Plan.

         (2) Every ISO shall  provide  for a fixed  expiration  date of not
later  than ten years from the date such ISO is  granted.  Every NQSO shall
provide  for a fixed  expiration  date of not later  than ten years and one
month from the date such NQSO is granted.

          (3) The Exercise  Price of Common  Stock issued  pursuant to each
Option shall be fixed by the  Committees at the time of the granting of the
Option;  provided,  however,  that such Exercise Price shall in no event be
less than 100% of the Fair  Market  Value of the  Common  Stock on the date
such Option is granted.


                                     II-15



<PAGE>

     (C)  Exercise

     The  Committees  may,  in their sole  discretion,  provide for Options
granted under this Plan to be  exercisable  in whole or in part;  provided,
however, that no Option shall be exercisable prior to the first anniversary
of the date of its grant, except as provided in Section 13 hereof or as the
Committees otherwise determine in accordance with this Plan, and in no case
may an Option be  exercised  at any time for fewer  than 50 shares  (or the
total  remaining  shares  covered  by the  Option if fewer  than 50 shares)
during  the term of the  Option.  The  specified  number of shares  will be
issued upon receipt by the Company of (i) notice from the holder thereof of
the exercise of an Option,  and (ii) payment to the Company (as provided in
subsection  (D) of this  Section),  of the Exercise Price for the number of
shares with respect to which the Option is exercised.  Each such notice and
payment  shall be  delivered or mailed by postpaid  mail,  addressed to the
Trust  Investments   Department  of  the  Company,   3499  Blazer  Parkway,
Lexington, Kentucky 40509, or such other place as the Company may designate
from time to time.

     (D)  Payment for Shares

     Except as otherwise  provided in this Section,  the Exercise Price for
the  Common  Stock  shall be paid in full  when the  Option  is  exercised.
Subject to such rules as the Committees may impose,  the Exercise Price may
be paid in whole or in part:  (i) in cash;  (ii) in whole  shares of Common
Stock owned by the  Recipient  and  evidenced by  negotiable  certificates,
valued at their Fair Market Value  (which  shares of Common Stock must have
been owned by the Recipient six months or longer, and not used to effect an
Option  exercise  within the  preceding six months,  unless the  Committees
specifically   provide  otherwise);   (iii)  by  Attestation;   (iv)  by  a
combination of such methods of payment;  or (v) by such other consideration
as shall constitute  lawful  consideration for the issuance of Common Stock
and be approved by the Committees (including, without limitation, effecting
a Cashless Exercise of the Option with a broker).

     (E) Continued Employment, Agreement to Serve and Exercise Period

         (1)   Participants

                  (a) Subject to the  provisions  of Section  13(D) hereof,
every Option and SAR shall provide that it may not be exercised in whole or
in part for a period of one year  after the date of  granting  such  Option
(unless otherwise determined by the P&C Committee) and if the employment of
the  Participant  shall  terminate prior to the end of such one year period
(or such other period determined by the P&C Committee),  the Option granted
to such Participant shall immediately terminate.

                  (b)  Every  Option  shall  provide  that in the event the
Participant dies (i) while employed by the Company, (ii) during the periods
in  which  Options  may be  exercised  by a  Participant  determined  to be
Disabled, or (iii) after Retirement,  such Option shall be exercisable,  at
any time or from  time to time,  prior to the  fixed  termination  date set
forth in the Option, by the Beneficiaries of the decedent for the number of
shares  which  the  Participant   could  have  acquired  under  the  Option
immediately prior to the Participant's death.

                  (c)  Every  Option  shall  provide  that in the event the
employment  of any  Participant  shall  cease by reason of  Disability,  as
determined  by the P&C Committee at any time during the term of the Option,
such Option shall be exercisable, at any time or from time to time prior to
the fixed  termination date set forth in the Option by such Participant for
the number of shares which the  Participant  could have acquired  under the
Option immediately prior to the Participant's Disability. The determination
by the P&C Committee of any question involving  Disability of a Participant
shall be conclusive and binding.

                  (d)  Every  Option  shall  provide  that in the event the
employment of any  Participant  shall cease by reason of  Retirement,  such
Option  may be  exercised  at any time or from  time to time,  prior to the
fixed  termination  date set forth in the  Option  for the number of shares
which the  Participant  could have  acquired  under the Option  immediately
prior to such Retirement.

                  (e)  Notwithstanding  any  provision  of this Plan to the
contrary,  any Option,  may, in the  discretion  of the P&C Committee or as
provided in the relevant Notice of Grant (if any), become  exercisable,  at
any time or from  time to time,  prior to the  fixed  termination  date set
forth in the  Option  for the full  number  of  awarded  shares or any part
thereof,  less such number as may have been theretofore  acquired under the
Option from and after the time

                                     II-16



<PAGE>

the Participant  ceases to be an employee of the Company as a result of the
sale or other  disposition by the Company of assets or property  (including
shares  of any  Subsidiary)  in  respect  of  which  such  Participant  had
theretofore  been  employed  or as a  result  of which  such  Participant's
continued employment with the Company is no longer required.

                  (f) Except as provided in sub-subsections  (b), (c), (d),
(e) and (g) of this Section 10(E) and Section  13(D)  hereof,  every Option
shall provide that it shall  terminate on the earlier to occur of the fixed
termination  date  set  forth in the  Option  or  thirty  (30)  days  after
cessation of the  Participant's  employment for any cause in respect of the
number of shares which the Participant could have acquired under the Option
immediately prior to such cessation of employment;  provided, however, that
no Option may be exercised  after the fixed  termination  date set forth in
the Option.

                  (g)  Notwithstanding any provision of this Section to the
contrary,  in the  event  the P&C  Committee  determines,  in its  sole and
absolute discretion,  that the employment of any Participant has terminated
for a reason or in a manner  adversely  affecting  the  Company  (which may
include,  without limitation,  taking other employment or rendering service
to others  without the consent of the Company),  then the P&C Committee may
direct that such  Participant  forfeit  any and all Options  that he or she
could otherwise have exercised pursuant to the terms of this Plan.

                  (h) Each  Participant  granted  an Award  under this Plan
shall agree by his or her acceptance of such Award to remain in the service
of the  Company  for a  period  of at least  one year  from the date of the
Notice of Grant  respecting  the Award (or, if no Notice of Grant is given,
at least one year from the date of the Award). Such service shall,  subject
to the terms of any contract between the Company and such  Participant,  be
at the  pleasure  of the Company  and at such  compensation  as the Company
shall reasonably  determine from time to time.  Nothing in this Plan, or in
any Award granted pursuant to this Plan, shall confer on any individual any
right to  continue  in the  employment  of or  service  to the  Company  or
interfere  in any way  with the  right  of the  Company  to  terminate  the
Participant's employment at any time.

                  (i) Notwithstanding  anything to the contrary herein, any
Option that is an ISO shall be exercisable  not later than three (3) months
following the date that the employment of a Participant terminated.

         (2)      Outside Directors

         If an Outside Director's service on the Board terminates by reason
of (i) Retirement,  (ii) the death or Disability of such Outside  Director,
(iii) a 50% change in the beneficial ownership of the Company as defined in
Rule 13d-3 under the Exchange Act, or (iv)  voluntary  early  retirement to
take a position in  governmental  service,  any Option held by such Outside
Director may  thereafter  be exercised by the Outside  Director,  or in the
event of death,  by his or her  Beneficiary to the extent it was vested and
exercisable at the time of such  termination  (i) for a period equal to the
number  of  years  of  completed  Board  service  as of the  date  of  such
termination  of  the  Outside  Director  on  whose  behalf  the  Option  is
exercised,  or (ii) until the  expiration of the stated term of such Option
whichever period is the shorter. In the event of termination for any reason
other than those set forth above,  any Option held by such Outside Director
may  thereafter  be exercised by the Outside  Director to the extent it was
vested and  exercisable at the time of termination  (i) for a period of one
year from the date of such  termination or (ii) until the expiration of the
stated  term  of such  Option,  whichever  period  is the  shorter,  unless
otherwise determined by the G&N Committee.

SECTION 11.  STOCK APPRECIATION RIGHT AWARDS

     The Committees  may grant Stock  Appreciation  Rights  pursuant to the
provisions  of this  Section to any  Recipient  holding any Option  granted
under this Plan with  respect to all or a portion of the shares  subject to
the related Option. A SAR may only be granted  concurrently  with the grant
of the related Option. Subject to the terms and provisions of this Section,
each SAR shall be exercisable  only at the same time and to the same extent
the related Option is exercisable  and in no event after the termination of
the related  Option.  A SAR shall be exercisable  only when the Fair Market
Value  (determined  as of the date of exercise of the SAR) of each share of
Common Stock with respect to which the SAR is to be exercised  shall exceed
the Exercise Price per share of Common Stock subject to the related Option.
A SAR granted under this Plan shall be  exercisable  in whole or in part by
notice to the  Company.  Each such notice  shall be  delivered or mailed by
postpaid  mail,  addressed  to  the  Trust  Investments  Department  of the
Company,  3499 Blazer  Parkway,  Lexington,  Kentucky  40509, or such other
place as the company may  designate  from time to time.  Such notice  shall
state that the holder of the SAR elects to exercise  the SAR and the number
of shares in respect of which the SAR is being exercised.



                                   II-17



<PAGE>

     Subject to the terms and provisions of this Section, upon the exercise
of a SAR,  the  Recipient  shall be  entitled  to receive  from the Company
consideration  (in the  form  hereinafter  provided)  equal in value to the
excess of the Fair Market Value  (determined  as of the date of exercise of
the SAR) of each share of Common  Stock with  respect to which such SAR has
been exercised over the Exercise Price per share of Common Stock subject to
the related Option. The Committees may stipulate in the Notice of Grant the
form of  consideration  which shall be received upon the exercise of a SAR.
If no consideration is specified  therein,  upon the exercise of a SAR, the
Recipient,  may  specify the form of  consideration  to be received by such
Recipient,  which shall be in shares of Common Stock, or in cash, or partly
in cash and partly in shares of Common  Stock  (valued  at the Fair  Market
Value on the date of exercise of the SAR), as the Recipient  shall request;
provided,  however,  that the  Committees,  in their sole  discretion,  may
disapprove the form of  consideration  requested and instead  authorize the
payment  of such  consideration  in  shares  of  Common  Stock  (valued  as
aforesaid),  or in cash,  or partly in cash and  partly in shares of Common
Stock.

     Upon the  exercise  of a SAR,  the  related  Option  shall  be  deemed
exercised  to the  extent of the  number of  shares  of Common  Stock  with
respect to which such SAR is exercised  and to that extent a  corresponding
number of shares of Common Stock shall not again be available for the grant
of Awards under this Plan.  Upon the exercise or termination of the related
Option,  the SAR with  respect  thereto  shall be  considered  to have been
exercised  or  terminated  to the  extent of the number of shares of Common
Stock  with  respect  to which  the  related  Option  was so  exercised  or
terminated.

SECTION 12.  CONTINUED EMPLOYMENT

     Nothing in this Plan, or in any Award  granted  pursuant to this Plan,
shall confer on any  individual any right to continue in the employment of,
or service  to, the Company or  interfere  in any way with the right of the
Company to terminate the Participant's employment at any time.

SECTION 13.  CHANGE IN CONTROL

     (A) Upon a Change in Control, any Restricted Stock Award shall be free
of all  restrictions for the full number of awarded shares less such number
as may have been theretofore acquired under the Restricted Stock Award.

     (B) Upon a Change in Control,  there shall be an  acceleration  of any
Performance  Period  relating to any  Incentive  Award,  and payment of any
Incentive  Award  shall be made in cash as soon as  practicable  after such
Change  in  Control  based  upon  achievement  of  the  Performance   Goals
applicable to such Award up to the date of the Change in Control.  Further,
the  Company's  obligation  with respect to such  Incentive  Award shall be
assumed,  or new  obligations  substituted  therefor,  by the  acquiring or
surviving  corporation after such Change in Control. In addition,  prior to
the  date  of such  Change  in  Control,  the P&C  Committee,  in its  sole
judgment, may make adjustments to any Incentive Award as may be appropriate
to reflect such Change in Control.

     (C) Upon a Change in Control,  there shall be an  acceleration  of any
Performance  Period relating to any Performance  Unit Award, and payment of
any  Performance  Unit Award  shall be made in cash as soon as  practicable
after such  Change in Control  based upon  achievement  of the  Performance
Goals  applicable  to such  Performance  Unit  Award  up to the date of the
Change in Control. If such Performance Unit Award was established in shares
of  Common  Stock,  the  amount  of cash to be paid to a  Participant  with
respect to the  Performance  Unit Award shall be determined by  multiplying
(x) the number of shares of Common Stock relating to such  Performance Unit
Award,  by (y) the Fair Market  Value on the date of the Change in Control.
Further,  the Company's  obligation with respect to such  Performance  Unit
Award shall be assumed,  or new obligations  substituted  therefor,  by the
acquiring  or  surviving  corporation  after  such  Change in  Control.  In
addition,  prior to the date of such Change in Control,  the P&C Committee,
in its sole judgment, may make adjustments to any Performance Unit Award as
may be appropriate to reflect such Change in Control.

     (D) Upon a Change in  Control,  any  Option  Award or SAR Award  shall
become immediately exercisable for the full number of awarded shares or any
part thereof, less such numbers as may have been theretofore acquired under
the  Option  Award or SAR Award  from and after the date of such  Change in
Control, unless otherwise provided in the Notice of Grant.



                                   II-18



<PAGE>

SECTION 14.  WITHHOLDING TAXES

     Federal,  state or local  law may  require  the  withholding  of taxes
applicable  to gains  resulting  from the  payment  or vesting of an Award.
Unless  otherwise  prohibited by the P&C Committee,  each  Participant  may
satisfy any such tax withholding  obligation by any of the following means,
or by a combination of such means: (i) a cash payment; (ii) authorizing the
Company to withhold from the shares of Common Stock  otherwise  issuable to
the  Participant  pursuant  to the  vesting  of an Award a number of shares
having a Fair  Market  Value,  as of the Tax Date,  which will  satisfy the
amount of the  withholding  tax  obligation;  or (iii) by  delivery  to the
Company of a number of shares of Common Stock having a Fair Market Value as
of the Tax Date  which  will  satisfy  the  amount of the  withholding  tax
obligation  arising from the vesting of an Award. A Participant's  election
to pay the  withholding  tax obligation by (ii) or (iii) above must be made
on or before the Tax Date, is irrevocable,  is subject to such rules as the
P&C Committee may adopt,  and may be disapproved  by the P&C Committee.  If
the amount  requested is not paid,  the P&C  Committee  may refuse to issue
Common Stock under this Plan.

SECTION 15.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     In the event of any  change  in the  outstanding  Common  Stock of the
Company by reason of any stock  split,  stock  dividend,  recapitalization,
merger, consolidation,  reorganization, combination, or exchange of shares,
split-up,  split-off,  spin-off,  liquidation  or other  similar  change in
capitalization,  or any distribution to common stockholders other than cash
dividends,  the number or kind of shares that may be issued under this Plan
pursuant  to Section 3 hereof and the number or kind of shares  subject to,
or the price per share under any outstanding  Award shall be  automatically
adjusted  so that the  proportionate  interest  of the  Recipient  shall be
maintained as before the occurrence of such event. Such adjustment shall be
conclusive and binding for all purposes hereof.

SECTION 16.  AMENDMENT AND TERMINATIONS

     The  Committees  may amend,  alter or terminate  this Plan at any time
without the prior approval of the Board;  provided,  however, that: (i) the
Committees may not, without approval by the Board and the shareholders, (a)
materially  increase the benefits provided to Recipients under this Plan or
(b) provide for the  re-pricing  of Options;  and (ii) any  amendment  with
respect to Restricted  Stock granted to Outside  Directors must be approved
by the full Board.

     Termination  of this Plan shall not affect any Awards  made  hereunder
which are  outstanding  on the date of  termination  and such Awards  shall
continue  to be  subject  to the  terms of this  Plan  notwithstanding  its
termination.

SECTION 17.  MISCELLANEOUS PROVISIONS

     (A) Except as to Awards of Restricted Stock to Outside  Directors,  no
Participant  or other person shall have any claim or right to be granted an
Award under this Plan.

     (B) A  Recipient's  rights  and  interest  under  this Plan may not be
assigned  or  transferred  in  whole  or in  part,  either  directly  or by
operation of law or otherwise (except in the event of a Recipient's  death,
by will or the laws of descent and distribution), including, but not by way
of limitation, execution, levy, garnishment, attachment, pledge, bankruptcy
or in any other  manner,  and no such right or interest of any Recipient in
this  Plan  shall  be  subject  to any  obligation  or  liability  of  such
individual; provided, however, that a Recipient's rights and interest under
this Plan may,  subject to the discretion and direction of the  Committees,
be made  transferable by such Recipient during his or her lifetime.  Except
as specified in Section 6 hereof, the holder of an Award shall have none of
the rights of a  shareholder  until the shares  subject  thereto shall have
been  registered  in the name of the person  receiving or person or persons
exercising the Award on the transfer books of the Company.

     (C) No Common Stock shall be issued  hereunder  unless counsel for the
Company shall be satisfied  that such  issuance will be in compliance  with
applicable Federal, state, and other securities laws.

     (D) The expenses of this Plan shall be borne by the Company.

     (E) By accepting  any Award under this Plan,  each  Recipient and each
Personal Representative or Beneficiary claiming under or through him or her
shall be  conclusively  deemed to have  indicated his or her acceptance and
ratification  of, and consent  to, any action  taken under this Plan by the
Company, the Board, and the Committees.



                                   II-19



<PAGE>

     (F) Awards  granted under this Plan shall be binding upon the Company,
its successors, and assigns.

     (G)  Nothing  contained  in this Plan  shall  prevent  the Board  from
adopting  other  or  additional  compensation   arrangements,   subject  to
shareholder approval if such approval is required.

     (H) Each  Recipient  shall be deemed to have been granted any Award on
the date the Committees  took action to grant such Award under this Plan or
such date as the Committees in their sole discretion shall determine at the
time such grant is authorized.

SECTION 18.  EFFECTIVENESS OF THIS PLAN

     This Plan was originally  approved by the  shareholders of the Company
on January 27, 2000.  The Amended and  Restated  Plan shall be submitted to
the  shareholders of the Company for their approval and adoption on January
25, 2001, or such other date fixed for the next meeting of  shareholders or
any   adjournment  or  postponement   thereof.   If  not  approved  by  the
shareholders  of the Company at the January  25, 2001 Annual  Meeting,  the
original  Plan shall  remain in effect  with  respect to Awards  other than
Option Awards and SAR Awards.  No Option Awards or SAR Awards shall be made
under the  Amended  and  Restated  Plan  unless and until the  Amended  and
Restated  Plan has been  approved and adopted at a meeting of the Company's
shareholders.

SECTION 19.  GOVERNING LAW

     The  provisions  of this Plan shall be  interpreted  and  construed in
accordance with the laws of the Commonwealth of Kentucky.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>EX 23.1 - CONSENT OF ERNST & YOUNG
<TEXT>


                                                                 Exhibit 23.1

                        Consent of Independent Auditors

We consent to the  reference  to our firm under the caption  "Interests  of
Named  Experts  and  Counsel"  in the  Registration  Statement  (Form  S-8)
pertaining  to the Amended and  Restated  Ashland  Inc.  Incentive  Plan of
Ashland Inc. (Ashland) and to the incorporation by reference therein of our
report dated November 1, 2000, with respect to the  consolidated  financial
statements  and schedule of Ashland  included in its Annual  Report on Form
10-K for the year ended  September 30, 2000,  filed with the Securities and
Exchange Commission.

                                         /s/ Ernst & Young LLP

Cincinnati, Ohio
January 30, 2001


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>EX 23.2 - CONSENT OF DAVID L. HAUSRATH
<TEXT>


Exhibit 23.2 - Consent of David L. Hausrath, Esq. (included as part of
Exhibit 5).

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>7
<FILENAME>0007.txt
<DESCRIPTION>EX 24 - POWER OF ATTORNEY
<TEXT>



Exhibit 24 - Power of Attorney, including resolutions of the board of directors

                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned Directors and
Officers of ASHLAND INC., a Kentucky corporation,  which is about to file a
Registration Statement on Form S-8 for the registration of 4,000,000 shares
of Ashland Common Stock with the Securities and Exchange  Commission  under
the provisions of the Securities  Exchange Act of 1934, as amended,  hereby
constitutes and appoints PAUL W. CHELLGREN,  DAVID L. HAUSRATH and LINDA L.
FOSS,  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 and file such
Registration  Statement  and the  exhibits  thereto  and any and all  other
documents in connection  therewith,  and any such amendments thereto,  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:  November 2, 2000


<TABLE>
<CAPTION>


<S>                                                        <C>
---------------------------------------                    ----------------------------------------
Paul W. Chellgren, Chairman of the Board                   Ralph E. Gomory, Director
and Chief Executive Officer



---------------------------------------                    ----------------------------------------
J. Marvin Quin, Senior Vice President                      Bernadine P. Healy, Director
and Chief Financial Officer



---------------------------------------                    ----------------------------------------
Kenneth L. Aulen, Administrative Vice President,           Mannie L. Jackson, Director
Controller and Principal Accounting Officer


---------------------------------------                    ----------------------------------------
Samuel C. Butler, Director                                 Patrick F. Noonan, Director



---------------------------------------                    ----------------------------------------
Frank C. Carlucci, Director                                Jane C. Pfeiffer, Director



---------------------------------------                    ----------------------------------------
Ernest H. Drew, Director                                   William L. Rouse, Jr., Director




---------------------------------------                    ----------------------------------------
James B. Farley, Director                                  Theodore M. Solso, Director

</TABLE>

<PAGE>




                               CERTIFICATION

The undersigned certifies that he is an Assistant 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  are true and  correct  copies of  excerpts  from the minutes of a
meeting of the Board of Directors of ASHLAND  duly  called,  convened,  and
held on  November  2,  2000 at  which  a  quorum  was  present  and  acting
throughout.

IN WITNESS WHEREOF,  I have signed and sealed this  Certification this 22nd
day of January, 2001.

                                           ------------------------------
                                           J. Michael Peffer
                                           Assistant Secretary


<PAGE>



                                EXCERPT FROM

                                ASHLAND INC.

                   MINUTES OF BOARD OF DIRECTORS' MEETING

                              November 2, 2000

              AMENDED AND RESTATED ASHLAND INC. INCENTIVE PLAN

WHEREAS,  the Ashland Inc.  Incentive Plan (the "Plan") was approved by the
Board of  Directors  on  November  4, 1999 and by the  shareholders  of the
Corporation on January 27, 2000;

WHEREAS,  the Board of Directors  desires to amend the Plan to provide for,
among other  things,  stock  options and stock  appreciation  rights and to
increase  the  number of shares  of  Common  Stock,  $1.00 par value of the
Corporation ("Common Stock") reserved for issuance from 2,000,000 shares of
Common Stock to 4,000,000 shares of Common Stock;

RESOLVED,  that the  "Amended and Restated  Ashland  Inc.  Incentive  Plan"
substantially in the form attached hereto as Exhibit A (the "Amended Plan")
be, and the same hereby is, approved and adopted,  subject, however, to its
approval by the  shareholders of the Corporation at the next Annual Meeting
of said  shareholders  to be held on  January  25,  2001 or such other date
fixed  for  the  next  meeting  of  shareholders,  or  any  adjournment  or
postponement thereof;

FURTHER  RESOLVED,  there is hereby reserved for issuance under the Amended
Plan an  additional  2,000,000  shares  of  Common  Stock  for a  total  of
4,000,000  shares of Common Stock  reserved for issuance  under the Amended
Plan;

FURTHER RESOLVED, that the authority of any Transfer Agent or Registrar for
the Common  Stock be, and hereby is,  extended to apply to the transfer and
registration from time to time of such additional shares of Common Stock;

FURTHER  RESOLVED,  that,  the Personnel  and  Compensation  Committee,  in
accordance  with the Amended Plan, is hereby  authorized to administer  the
Amended Plan;

FURTHER RESOLVED, that the Chief Executive Officer, any Vice President, the
Secretary of the Corporation, or the Corporation's counsel (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  of the Common
Stock to be issued pursuant to the foregoing  resolutions;  and to take all
other  action  which  in  their  judgment  shall be  necessary,  proper  or
advisable to accomplish the listing;

FURTHER RESOLVED,  that the Authorized Officers be, and each of them hereby
is,  authorized  to  execute  and file  with the  Securities  and  Exchange
Commission a  Registration  Statement on Form S-8 or any other  appropriate
form with  respect  to the  4,000,000  shares of Common  Stock to be issued
pursuant to the foregoing  resolutions and such further  amendments thereto
as are necessary or desirable;
<PAGE>

FURTHER RESOLVED,  that the Authorized Officers be, and each of them hereby
is,  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  in their  judgment  may be  necessary,  proper or advisable to
accomplish the purposes of the foregoing resolutions.

                                   *****

</TEXT>
</DOCUMENT>
</SUBMISSION>
