

                             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-3 for the  registration  of up to 149,550
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  September  21,  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

                             September 21, 2000

                    GRANT OF STOCK OPTIONS TO EMPLOYEES
                     OF MARATHON ASHLAND PETROLEUM LLC
                      AND CERTAIN OF ITS SUBSIDIARIES

RESOLVED,  that approval is hereby  granted to issue 149,550  non-qualified
Ashland Inc. stock options to 254 individuals  employed by Marathon Ashland
Petroleum LLC to purchase  Ashland Common Stock, at an exercise price equal
to the  closing  price on the New York  Stock  Exchange  composite  tape on
September 21, 2000 (which price was subsequently  determined to be $33.0625
per share) under the terms set forth in the Ashland Inc.  Stock Option Plan
for  Employees of Joint  Ventures and the Notice of Grant of  Non-Qualified
Stock Option provided to each recipient of such stock options;

FURTHER RESOLVED,  that the Chairman of the Board, any Vice President,  the
Secretary,  any Assistant Secretary of the Corporation or the Corporation's
counsel (the "Authorized  Officers") be, and each of them hereby is, acting
singly,  authorized  to  execute  and file  with  Securities  and  Exchange
Commission  (1)  a  Registration   Statement  on  Form  S-3  or  any  other
appropriate  form with  respect to the Common  Stock  underlying  the stock
options to be granted  pursuant to the  foregoing  resolution  and (2) such
further amendments thereto as are necessary or desirable;

FURTHER RESOLVED,  that the Authorized Officers be, and each of them hereby
is, authorized to cause the Corporation to make application to the New York
Stock  Exchange  and the  Chicago  Stock  Exchange  for the listing on such
Exchanges,  upon  official  notice of  issuance  of the Common  Stock to be
issued  pursuant to the foregoing  resolutions and to take all other action
which  in their  judgment  shall  be  necessary,  proper  or  advisable  to
accomplish the foregoing;

FURTHER  RESOLVED,   that  in  connection  with  the  stock  option  grants
contemplated under the foregoing resolutions,  there may be credited to the
Corporation's  capital  account  the sum of $1.00 for each  share of Common
Stock issued by the  Corporation  pursuant to an exercise of stock  options
and the  granting  and  exercise of the stock  options  shall  otherwise be
handled on the books of the  Corporation in accordance with the laws of the
Commonwealth of Kentucky and generally accepted accounting principles; and

FURTHER  RESOLVED,  that the  Authorized  Officers be, and they hereby are,
authorized to take all such further  action and to execute all such further
instruments and documents, in the name and on behalf of the Corporation, as
shall be necessary,  proper or advisable to accomplish  the purposes of the
foregoing resolutions.

                                  ****



