


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.

                                   *****

