<SUBMISSION>
<ACCESSION-NUMBER>0000007694-04-000164
<TYPE>8-K
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<PERIOD>20041104
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20041104
<DATE-OF-FILING-DATE-CHANGE>20041104
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<CONFORMED-NAME>ASHLAND INC
<CIK>0000007694
<ASSIGNED-SIC>5160
<IRS-NUMBER>610122250
<STATE-OF-INCORPORATION>KY
<FISCAL-YEAR-END>0930
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<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-02918
<FILM-NUMBER>041118111
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<BUSINESS-ADDRESS>
<STREET1>50 E. RIVERCENTER BOULEVARD
<CITY>COVINGTON
<STATE>KY
<ZIP>41012
<PHONE>6068153333
</BUSINESS-ADDRESS>
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<STREET1>50 E. RIVERCENTER BOULEVARD
<CITY>COVINGTON
<STATE>KY
<ZIP>41012
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<FORMER-CONFORMED-NAME>ASHLAND OIL INC
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ASHLAND OIL & REFINING CO
<DATE-CHANGED>19700806
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<TYPE>8-K
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<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                     SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                  FORM 8-K

                               CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of report (Date of earliest event reported): November 4, 2004

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

                                    Kentucky
                 (State or other jurisdiction of incorporation)

              1-2918                                         61-0122250
       (Commission File Number)                          (I.R.S. Employer
                                                        Identification No.)


   50 E. RiverCenter Boulevard, Covington, Kentucky          41012-0391
           (Address of principal executive offices)          (Zip Code)


           P.O.    Box 391, Covington, Kentucky 41012-0391 (Mailing
                   Address) (Zip Code)


        Registrant's telephone number, including area code (859) 815-3333


     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[  ]     Written communications pursuant to Rule 425 under the Securities Act
         (17 CFR 2230.425)
[  ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act
         (17 CFR 240.14a-12)
[  ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the
         Exchange Act (17 CFR 240.14d-2(b))
[  ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the
         Exchange Act (17 CFR 240.13e-4(c))


<PAGE>


Item 8.01.  Other Events
---------   ------------

     Ashland  Inc.  ("Ashland")  announced  today  that  Ashland  Composite
Polymers,  a business group of Ashland  Specialty  Chemical,  a division of
Ashland,  has signed an  agreement to purchase  the  DERAKANE*  epoxy vinyl
ester resin business (which includes the DERAKANE  MOMENTUM*  product line)
from The Dow Chemical Company in a cash transaction valued at approximately
$92  million.  The  closing,  which is  anticipated  to take  place in late
calendar  2004 or early  calendar  2005,  is  conditional  upon a number of
standard closing conditions,  including several regulatory reviews. Details
of the proposed  transaction  are included in the attached  press  release,
which is attached hereto as Exhibit 99.1.

* Trademark of The Dow Chemical Company

Item 9.01.  Financial Statements and Exhibits
---------   ---------------------------------

   (c)   Exhibits

         99.1     Press Release dated November 4, 2004


<PAGE>



                                    -2-


<PAGE>




                                 SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.

                                                      ASHLAND INC.
                                          -----------------------------------
                                                      (Registrant)



    Date:  November 4, 2004                      /s/ J. Marvin Quin
                                          -----------------------------------
                                          Name:     J. Marvin Quin
                                          Title:    Senior Vice President
                                                    and Chief Financial Officer


                                    -3-



<PAGE>


                               EXHIBIT INDEX

99.1     Press Release dated November 4, 2004




                                    -4-
<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex991.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                EXHIBIT 99.1



{GRAPHIC OMITTED]    [GRAPHIC OMITTED]

News Release         ASHLAND LOGO

                            FOR ADDITIONAL INFORMATION:

                            Jim Vitak
                            (614) 790-3715
                            jevitak@ashland.com

                            David Cameron, The Dow Chemical Company
                            (989) 636-3369
                            dccameron@dow.com

                            Josiah McClellan, Gibbs & Soell, Inc.
                            (212) 697-2600


                            FOR IMMEDIATE RELEASE:
                            November 4, 2004

ASHLAND PURCHASES DERAKANE EPOXY VINYL ESTER RESIN BUSINESS FROM DOW

DUBLIN,  OHIO  (USA) - Ashland  Composite  Polymers,  a  business  group of
Ashland  Specialty  Chemical,  a division of Ashland Inc. (NYSE:  ASH), has
expanded  its  technology  assets by signing an  agreement  to purchase the
DERAKANE*  epoxy vinyl ester resin  business  (which  includes the DERAKANE
MOMENTUM* product line) from The Dow Chemical Company (NYSE: DOW) in a cash
transaction  valued at  approximately  $92 million  (USD).  Annual sales of
DERAKANE resins are approximated at $70 million (USD).
     The proven performance of DERAKANE and DERAKANE MOMENTUM  technologies
for  use  in  fiber  reinforced   plastics  (FRP)  applications   requiring
outstanding   corrosion  resistance  and  structural  strength  complements
Ashland's current product portfolio of thermoset resins.
     "Over the past two years,  Ashland has spent a  significant  amount of
time refining its portfolio of businesses  and focusing on  technologies  -
such as thermoset  chemistries - that are core to the company's  long-term,
strategic  focus,"  said Ted  Harris,  vice  president,  Ashland  Specialty
Chemical, and general manager,  Composite Polymers.  "Ashland's purchase of
the  DERAKANE  resin  business is in direct  alignment  with our  long-term
strategy to develop integrated systems and technology  solutions that offer
superior value to our customers."
     "We  successfully  built the DERAKANE  business into a global industry
leader,"  said Juan  Antonio  Merino,  general  manager of Dow's  Thermoset
Systems business. "However, in today's environment, continued success would
require us to broaden our market  participation and product offering.  This
would involve investing in polyester, which lies outside of our established
core capabilities.  We are pleased to have found a strategic buyer with the
business  model  required  to  strengthen  and  maximize  the  value of the
business and give customers a strong and proven supplier for the future. We
will work with Ashland and customers to ensure a smooth transition."

                                  - more -


<PAGE>
ASHLAND PURCHASES DERAKANE EPOXY VINYL ESTER RESIN BUSINESS FROM DOW    - 2


     The  purchase  includes  all  technology  assets  associated  with the
DERAKANE  business.  No  physical  assets will  transfer  to  Ashland.  The
closing,  which is anticipated to take place in late 2004 or early 2005, is
conditional upon a number of standard closing conditions, including several
regulatory reviews.
     Ashland  Composite  Polymers,  a business  group of Ashland  Specialty
Chemical, is a leader in supplying products,  processes and technologies to
the global marketplace in composites and gel coats.
     Ashland Specialty Chemical,  a division of Ashland Inc., is a leading,
worldwide  supplier of specialty  chemicals  serving  industries  including
adhesives,  automotive,  composites, metal casting, merchant marine, paint,
paper, plastics,  watercraft and water treatment.  Visit www.ashspec.com to
learn more about these operations.
ABOUT ASHLAND
     Ashland Inc. (NYSE: ASH) is a Fortune 500 transportation construction,
chemicals and petroleum company providing  products,  services and customer
solutions throughout the world. Find us at www.ashland.com.
ABOUT THE DOW CHEMICAL COMPANY
     Dow  (NYSE:  DOW) is a leader in  science  and  technology,  providing
innovative chemical,  plastic,  agricultural  products and services to many
essential  consumer markets.  With annual sales of $33 billion,  Dow serves
customers in more than 180  countries  and a wide range of markets that are
vital  to  human  progress,  including  food,  transportation,  health  and
medicine,  personal and home care,  and building  and  construction,  among
others. Committed to the principles of sustainable development, Dow and its
approximately 46,000 employees seek to balance economic,  environmental and
social responsibilities.  References to "Dow" or the "Company" mean The Dow
Chemical  Company  and  its  consolidated   subsidiaries  unless  otherwise
expressly  noted.  For  further  information,   visit  Dow's  web  site  at
www.dow.com.  Visit  www.derakane.com  to learn  more  about  the  DERAKANE
business.


                                   - 0 -

  * Trademark of The Dow Chemical Company



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