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))





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






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                                 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


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                               EXHIBIT INDEX

99.1     Press Release dated November 4, 2004




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