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<TYPE>8-K/A
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<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20041216
<DATE-OF-FILING-DATE-CHANGE>20041216
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<COMPANY-DATA>
<CONFORMED-NAME>ASHLAND INC
<CIK>0000007694
<ASSIGNED-SIC>5160
<IRS-NUMBER>610122250
<STATE-OF-INCORPORATION>KY
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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
</MAIL-ADDRESS>
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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/A
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<FILENAME>form8k.txt
<DESCRIPTION>FORM 8-K/A
<TEXT>
                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C. 20549

                                  FORM 8-K/A
                              AMENDMENT NO. 1

                               CURRENT REPORT

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

    Date of report (Date of earliest event reported): December 14, 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>
                                EXPLANATORY NOTE

     This  amendment to the Current  Report on Form 8-K dated  December 14,
2004 and filed December 14, 2004 of Ashland Inc. ("Ashland") is being filed
to attach the earnings update press release.



Item 8.01.  Other Events

     On December 14, 2004, Ashland Inc. provided an earnings update for the
December  quarter,  which is discussed in more detail in the press  release
attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(c)      Exhibits

99.1     Press Release dated December 14, 2004




<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:  December 16, 2004                /s/ J. Marvin Quin
                                --------------------------------------------
                                Name:     J. Marvin Quin
                                Title:    Senior Vice President and
                                          Chief Financial Officer





<PAGE>


                                                               EXHIBIT INDEX

99.1     Press Release dated December 14, 2004




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex991b.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                        EXHIBIT 99.1

NEWS RELEASE


                             FOR FURTHER INFORMATION:

                             Media Relations:            Investor Relations:
                             Jim Vitak                   Bill Henderson
                             (614) 790-3715              (859) 815-4454
                             jevitak@ashland.com         wehenderson@ashland.com

                             FOR IMMEDIATE RELEASE
                             December 14, 2004


ASHLAND INC. PROVIDES EARNINGS UPDATE

COVINGTON, Ky. - Ashland Inc. announced today that it expects substantially
higher earnings for the December quarter,  compared to last year's quarter,
primarily  due to the  performance  of its  38-percent  owned  refining and
marketing  joint  venture,  Marathon  Ashland  Petroleum LLC (MAP).  Strong
refining  margins earlier in the quarter and, more recently,  falling crude
oil prices  have  created a favorable  profit  environment.  Ashland's  net
income for the 2003 December quarter was $34 million or 49 cents per share.
Results from wholly-owned businesses are expected to fall short compared to
results from the same  quarter a year ago due  primarily to the impact that
adverse  weather  has  had  on  the  Transportation   Construction  Sector,
commercially known as Ashland Paving And Construction, Inc. (APAC). For the
first two months of the quarter,  revenues declined nine percent versus the
prior year as wet conditions,  caused in part by Hurricane Ivan,  adversely
affected  construction  activity and increased  operating costs.  APAC will
likely record  quarterly  operating income well below and perhaps less than
half of the 2003 December quarter.  First quarter results from the Chemical
Sector, which consists of the Ashland  Distribution,  Valvoline and Ashland
Specialty Chemical  divisions,  are expected to be slightly above the prior
year.  Valvoline  will likely  report a reduction  in  operating  income as
branded sales volumes have declined  about 5 percent due to softer  markets
and competitors' promotions. Ashland Specialty Chemical expects earnings to
be down slightly relative to the


                                  -more-

<PAGE>


Ashland Inc. Provides Earnings Update, page 2

prior year due to the  continuing  challenge of rapidly rising raw material
prices.  Ashland  Distribution's  profit growth  should  offset  weaknesses
elsewhere  in the Sector,  as it expects to achieve  operating  income well
above 2003 levels.
     Ashland  plans to announce  earnings for the December  2004 quarter on
January 25, 2005.
     Ashland Inc. (NYSE: ASH) is a Fortune 500 transportation construction,
chemical and petroleum  company providing  products,  services and customer
solutions  throughout  the  world.  To  learn  more  about  Ashland,  visit
www.ashland.com.


                                       -0-


Forward-Looking  Statements
This news release contains forward-looking  statements,  within the meaning
of  Section  27A of the  Securities  Act of  1933  and  Section  21E of the
Securities  Exchange Act of 1934. These statements include those that refer
to Ashland's operating performance, earnings and expectations about the MAP
transaction.  Although  Ashland  believes  its  expectations  are  based on
reasonable assumptions,  it cannot assure the expectations reflected herein
will be achieved. These forward-looking  statements are based upon internal
forecasts and analyses of current and future market  conditions and trends,
management  plans  and  strategies,  weather,  operating  efficiencies  and
economic  conditions,  such  as  prices,  supply  and  demand,  cost of raw
materials,  and legal proceedings and claims  (including  environmental and
asbestos matters) and are subject to a number of risks, uncertainties,  and
assumptions that could cause actual results to differ materially from those
we describe in the forward-looking  statements.  The risks,  uncertainties,
and  assumptions  include the  possibility  that  Ashland will be unable to
fully  realize  the  benefits  anticipated  from the MAP  transaction;  the
possibility  of failing to receive a  favorable  ruling  from the  Internal
Revenue Service;  the possibility that Ashland fails to obtain the approval
of its shareholders;  the possibility that the transaction may not close or
that  Ashland may be required to modify some aspect of the  transaction  to
obtain regulatory  approvals;  and other risks that are described from time
to time in the Securities and Exchange Commission (SEC) reports of Ashland.
Other factors and risks  affecting  Ashland are contained in Ashland's Form
10-K for the  fiscal  year ended  Sept.  30,  2004,  filed with the SEC and
available     on     Ashland's     Investor     Relations     website    at
www.ashland.com/investors  or the SEC's  website  at  www.sec.gov.  Ashland
undertakes   no   obligation   to   subsequently   update  or  revise   the
forward-looking  statements  made in this news release to reflect events or
circumstances after the date of this news release.

Additional Information about the MAP Transaction
In connection  with the proposed  transaction,  Ashland filed a preliminary
proxy  statement  on  Schedule  14A with  the SEC on June  21,  2004 and an
amended preliminary proxy statement on Schedule 14A on August 31, 2004. ATB
Holdings Inc. and New EXM Inc. filed a registration  statement on Form S-4,
which includes a further amended  preliminary  proxy  statement/prospectus,
with the SEC on October 12, 2004.  Investors and security holders are urged
to read those documents and any other relevant documents filed or that will
be filed with the SEC, including the definitive proxy  statement/prospectus
regarding the proposed  transaction as they become available,  because they
contain,  or will contain,  important  information.  The  definitive  proxy
statement/prospectus  will be filed with the SEC by Ashland,  and  security
holders may obtain a free copy of the definitive proxy statement/prospectus
when it  becomes  available,  and  other  documents  filed  with the SEC by
Ashland,  including the preliminary proxy statement at the SEC's website at
www.sec.gov. The definitive proxy statement/prospectus, and other documents
filed with the SEC by Ashland,  including the preliminary  proxy statement,
may also be  obtained  for free in the SEC  filings  section  on  Ashland's
Investor Relations website at www.ashland.com/investors,  or by directing a
request to Ashland at 50 E.  RiverCenter  Blvd.,  Covington,  KY 41012. The
respective  directors and  executive  officers of Ashland and other persons
may be deemed to be  participants  in solicitation of proxies in respect of
the proposed  transaction.  Information  regarding  Ashland's directors and
executive  officers is available in its proxy  statement filed with the SEC
by Ashland on December 8, 2003. Investors may obtain information  regarding
the interests of participants in the  solicitation of proxies in connection
with the transaction referenced in the foregoing information by reading the
definitive proxy statement/prospectus when it becomes available.


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