
                                                                 Exhibit 10.1





     AMENDMENT NO. 2 dated as of March 17, 2004 (this "Amendment"),  to the
Put/Call,  Registration Rights and Standstill Agreement dated as of January
1, 1998,  as amended by  Amendment  No. 1 thereto  dated as of December 31,
1998 (the  "Agreement"),  among Marathon Oil Company,  an Ohio  corporation
("Marathon"),   Marathon  Oil  Corporation,   a  Delaware  corporation  (as
successor to USX Corporation) ("MRO"), Ashland Inc., a Kentucky corporation
("Ashland"), and Marathon Ashland Petroleum LLC (the "Company").


     WHEREAS  Marathon,  MRO,  Ashland  and the  Company are parties to the
Agreement  (terms used in this  Amendment and not defined herein shall have
the meanings given such terms in the Agreement);

     WHEREAS  Marathon and Ashland are entering into  Amendment No. 1 dated
as of the date of this Amendment (the "MAP LLC Agreement Amendment") to the
Amended  and  Restated  Limited  Liability  Company  Agreement  dated as of
December 31, 1998 of the Company,  which  facilitates  the expansion of the
Company's Detroit refinery (the "Detroit  Refinery" as previously  reviewed
by the Board of Managers;

     WHEREAS  the  expansion  and clean fuels  modification  of the Detroit
Refinery,  upon completion,  is intended to increase the Detroit refinery's
crude oil throughput refining capacity to 100,000 barrels per calendar day,
enable it to produce low sulfur gasoline and ultra-low  sulfur diesel fuel,
increase  the crude oil  pipeline  capacity  into the Detroit  Refinery and
expand the truck loading rack to accommodate increased refinery output (the
"Project");

     WHEREAS  Marathon and Ashland wish to minimize any adverse impact that
the Project might have on the value of Ashland's Membership Interest in the
event that Marathon exercises the Marathon Call Right; and

     WHEREAS,  as a result of the Project,  Marathon,  MRO, Ashland and the
Company wish to amend the Agreement to reflect changes to the Marathon Call
Price set forth therein.

     NOW,  THEREFORE,  in  consideration  of the mutual  agreements  herein
contained and other good and valuable  consideration,  the  sufficiency and
receipt of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     Section 1. AMENDMENTS. (a) Section 1.01 of the Agreement is amended to
insert  the  following  definitions  after the  definition  of  "Designated
Sublease Agreements" and prior to the definition of "Disclosing Party":

     "'DETROIT  ADJUSTMENt'  means the product of (x) Ashland's  Percentage
Interest and (y) the amount,  if any, by which the Detroit Refinery Working
Capital exceeds the Detroit Refinery Value;  provided,  however,  that such
amount shall not be less than zero.

     "'DETROIT  REFINERY  VALUE' means the  difference of (x) the Appraised
Value of the  Company  determined  by  including  the value of the  Detroit
refinery  less the Appraised  Value of the Company  determined by excluding
the  value of the  Detroit  Refinery  minus (y) the  outstanding  amount of
principal  and accrued  and unpaid  interest on the Loan (as defined in the
MAP LLC Agreement Amendment).

     "'DETROIT  REFINERY WORKING CAPITAL' means the working capital related
to the Detroit Refinery (excluding working capital additions related to the
Project), calculated in accordance with the Company's present methodologies
for estimating pro forma working capital on a fair market value basis."

     (b)  Section  3.02(a)  of the  Agreement  is  amended  to  read in its
entirety as follows:

     "(a) AMOUNT.  The Marathon  Call Price shall be an amount equal to (i)
the product of (x) 115% of the Appraised Value of the Company multiplied by
(y) Ashland's Percentage Interest,  minus (ii) the Price Reduction and plus
(iii) 115% of the Detroit Adjustment."

     Section 2.  PARTIES IN  INTEREST.  This  Amendment  shall inure to the
benefit of, and be binding upon,  the parties  hereto and their  respective
successors, legal representatives and permitted assigns.

     Section  3.   COUNTERPARTS.   This   Amendment   may  be  executed  in
counterparts,  each of which shall be deemed an original,  but all of which
together shall constitute one and the same instrument.

     Section 4.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF  DELAWARE,  WITHOUT
GIVING EFFECT TO THE  PRINCIPLES OF CONFLICTS OF LAW THEREOF.  ANY RIGHT TO
TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR PROCEEDING RELATED TO OR ARISING
OUT OF  THIS  AMENDMENT,  OR  ANY  TRANSACTION  OR  CONDUCT  IN  CONNECTION
HEREWITH, IS WAIVED.

     Section  5.  NO  THIRD-PARTY  BENEFICIARIES.  This  Amendment  is  not
intended to confer upon any person other than the parties hereto any rights
or remedies.

     Section 6.  INTERPRETATION.  The headings  contained in this Amendment
are for reference purposes only and shall not affect in any way the meaning
or  interpretation  of  this  Amendment.   Whenever  the  words  "include",
"includes" or "including" are used in this Agreement,  they shall be deemed
to be followed by the words "without limitation".

     Section  7.  SEVERABILITY.  If any  term or  other  provision  of this
Amendment is invalid, illegal or incapable of being enforced by any rule or
Law,  or  public  policy,  all  other  conditions  and  provisions  of this
Amendment shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions and amendments contemplated
hereby is not affected in any manner materially  adverse to any party. Upon
such determination that any term or other provision is invalid,  illegal or
incapable of being  enforced,  the parties  hereto shall  negotiate in good
faith to modify this  Amendment so as to effect the original  intent of the
parties  as  closely  as  possible  to the end  that the  transactions  and
amendments contemplated hereby are fulfilled to the extent possible.




     IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
be duly executed as of the day and year first written above.

                                              MARATHON OIL COMPANY,

                                              By:/s/C.P. Cazalot, Jr.
                                              Name:C.P. Cazalot, Jr
                                              Title: President

                                              ASHLAND INC.,


                                              By: J. Marvin Quin
                                              Name: J. Marvin Quin
                                              Title: Senior Vice President
                                                     and Chief Financial
                                                     Officer


                                              MARATHON OIL CORPORATION,

                                              By:/s/C.P. Cazalot, Jr.
                                              Name:C.P. Cazalot, Jr
                                              Title: President


                                              MARATHON ASHLAND PETROLEUM LLC,


                                              By:/s/G.L. Peiffer
                                              Name:G.L. Peiffer
                                              Title: Senior Vice President
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