================================================================================


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549


                                   FORM 10-K/A
                                 AMENDMENT NO. 1

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

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001

                          Commission file number 1-2918


                                  ASHLAND INC.
                            (a Kentucky corporation)

                              I.R.S. No. 61-0122250
                           50 E. RiverCenter Boulevard
                                  P.O. Box 391
                         Covington, Kentucky 41012-0391

                        Telephone Number: (859) 815-3333

                Securities Registered Pursuant to Section 12(b):


                                                 Name of each exchange
     Title of each class                           on which registered
     -------------------                           -------------------

Common Stock, par value $1.00 per share         New York Stock Exchange
                                                 and Chicago Stock Exchange

Rights to Purchase Series A Participating       New York Stock Exchange
 Cumulative Preferred Stock                      and Chicago Stock Exchange



              SECURITIES REGISTERED PURSUANT TO SECTION 12(G): NONE

     Indicate  by check  mark  whether  the  Registrant  (1) has  filed all
reports  required  to be filed  by  Section  13 or 15(d) of the  Securities
Exchange  Act of 1934 during the  preceding  12 months (or for such shorter
period that the Registrant was required to file such reports),  and (2) has
been subject to such filing requirements for the past 90 days. Yes X No

     Indicate by check mark if disclosure of delinquent  filers pursuant to
Item  405 of  Regulation  S-K is not  contained  herein,  and  will  not be
contained,  to the best of Registrant's  knowledge,  in definitive proxy or
information  statements  incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. [X]

     At October  31,  2001,  based on the New York Stock  Exchange  closing
price, the aggregate market value of voting stock held by non-affiliates of
the  Registrant  was  approximately  $2,759,644,567.  In  determining  this
amount,  the  Registrant  has  assumed  that its  directors  and  executive
officers are affiliates. Such assumption shall not be deemed conclusive for
any other purpose.

     At October 31,  2001,  there were  69,041,473  shares of  Registrant's
common stock outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

     Portions of Registrant's  Annual Report to Shareholders for the fiscal
year ended  September 30, 2001 are  incorporated by reference into Parts I,
II and IV.


     Portions of  Registrant's  definitive  Proxy Statement for its January
31, 2002 Annual Meeting of Shareholders  are incorporated by reference into
Part III.
================================================================================



<PAGE>


                                EXPLANATORY NOTE
                                ----------------


     This  amendment to the Annual  Report on Form 10-K for the fiscal year
ended  September  30, 2001 of Ashland  Inc.  ("Ashland")  is being filed to
include the audited financial  statements of Marathon Ashland Petroleum LLC
("MAP")  for the fiscal  year ended  December  31, 2001 as required by Rule
3-09 of  Regulation  S-X.  Ashland  has a 38% equity  interest  in MAP.  In
accordance  with Rule 12b-15 under the Securities  Exchange Act of 1934, as
amended,  the text of the amended  item is set forth in its entirety in the
pages attached hereto.

     A consent of  PricewaterhouseCoopers  LLP, independent accountants for
MAP, is being filed as an exhibit hereto.


<PAGE>


ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)      DOCUMENTS FILED AS PART OF THIS REPORT
         (1) and (2) Financial Statements and Financial Schedule

     The  consolidated  financial  statements  and  financial  schedule  of
Ashland presented or incorporated by reference in this report are listed in
the index on page 19.

     Audited  financial  statements  of  Marathon  Ashland  Petroleum  LLC.
Financial  statement  schedules are omitted because they are not applicable
as the  required  information  is  contained  in the  applicable  financial
statements or notes thereto.

     (3) Exhibits

3.1  -   Second Restated Articles of Incorporation of Ashland, as amended
         to January 30, 1998 (filed as Exhibit 3 to Ashland's Form 10-Q for
         the quarter  ended  December 31, 1997 and  incorporated  herein by
         reference).

3.2 -    By-laws of  Ashland,  effective  as of June 21,  2001  (filed as
         Exhibit 3.2 to Ashland's  Form 10-Q for the quarter ended June 30,
         2001 and incorporated herein by reference).

4.1 -    Ashland  agrees to  provide  the SEC,  upon  request,  copies of
         instruments  defining the rights of holders of  long-term  debt of
         Ashland  and all of its  subsidiaries  for which  consolidated  or
         unconsolidated  financial statements are required to be filed with
         the SEC.

4.2 -    Indenture,  dated as of August 15, 1989, as amended and restated
         as of August 15, 1990,  between  Ashland and  Citibank,  N.A.,  as
         Trustee.

4.3 -    Indenture,  dated as of September 7, 2001,  between  Ashland and
         U.S. Bank National Association, as Trustee.

4.4 -    Rights Agreement, dated as of May 16, 1996, between Ashland Inc.
         and the Rights Agent, together with Form of Right Certificate.

     The following  Exhibits 10.1 through 10.15 are  compensatory  plans or
arrangements  or  management  contracts  required  to be filed as  exhibits
pursuant to Item 601(b)(10)(ii)(A) of Regulation S-K.

10.1  -  Amended Stock  Incentive  Plan for Key Employees of Ashland Inc.
         and its Subsidiaries (filed as Exhibit 10.1 to Ashland's Form 10-K
         for the fiscal  year ended  September  30,  1999 and  incorporated
         herein by reference).

10.2  -  Ashland  Inc.  Deferred   Compensation  Plan  for  Non-Employee
         Directors  (filed as Exhibit 10.2 to  Ashland's  Form 10-K for the
         fiscal year ended  September 30, 1999 and  incorporated  herein by
         reference).

10.3  -  Ashland Inc. Deferred  Compensation Plan (filed as Exhibit 10.14
         to  Ashland's  Form 10-K for the fiscal year ended  September  30,
         2000 and incorporated herein by reference).

10.4  -  Tenth  Amended and  Restated  Ashland  Inc.  Supplemental  Early
         Retirement  Plan for  Certain  Employees,  as  amended  (filed  as
         Exhibit 10.2 to Ashland's Form 10-Q for the quarter ended December
         31, 2000 and incorporated herein by reference).

10.5  -  Ashland Inc. Salary Continuation Plan.

10.6  -  Form of  Ashland  Inc.  Executive  Employment  Contract  between
         Ashland Inc. and certain  executives of Ashland  (filed as Exhibit
         10.6 to  Ashland's  Form 10-K for the fiscal year ended  September
         30, 1999 and incorporated herein by reference).

10.7  -  Form of Separation Agreement and General Release between Ashland
         Inc. and James R. Boyd, an executive officer of Ashland.

10.8  -  Form of Indemnification  Agreement between Ashland Inc. and each
         member of its Board of Directors.

10.9  -  Ashland Inc.  Nonqualified Excess Benefit Pension Plan (filed as
         Exhibit  10.11 to  Ashland's  Form 10-K for the fiscal  year ended
         September 30, 1998 and incorporated herein by reference).

10.10 -  Ashland Inc.  Long-Term  Incentive Plan (filed as Exhibit 10.9
         to  Ashland's  Form 10-K for the fiscal year ended  September  30,
         2000 and incorporated herein by reference).

10.11 -  Ashland Inc.  Directors'  Charitable  Award Program  (filed as
         Exhibit  10.10 to  Ashland's  Form 10-K for the fiscal  year ended
         September 30, 2000 and incorporated herein by reference).

10.12 -  Ashland Inc. 1993 Stock Incentive Plan (filed as Exhibit 10.11
         to  Ashland's  Form 10-K for the fiscal year ended  September  30,
         2000 and incorporated herein by reference).

10.13 -  Ashland  Inc.  1995  Performance  Unit Plan  (filed as Exhibit
         10.12 to Ashland's  Form 10-K for the fiscal year ended  September
         30, 2000 and incorporated herein by reference).

10.14 -  Ashland Inc. 1997 Stock Incentive Plan (filed as Exhibit 10.15
         to  Ashland's  Form 10-K for the fiscal year ended  September  30,
         2000 and incorporated herein by reference).

10.15 -  Ashland Inc. Amended and Restated Ashland Inc.  Incentive Plan
         (filed as  Exhibit  10.1 to  Ashland's  Form 10-Q for the  quarter
         ended December 31, 2000 and incorporated herein by reference).

10.16 -  Amended and Restated Limited  Liability  Company  Agreement of
         Marathon  Ashland  Petroleum  LLC dated as of  December  31,  1998
         (filed as Exhibit 10.17 to Ashland's Form 10-K for the fiscal year
         ended September 30, 1999 and incorporated herein by reference).

10.17 -  Put/Call,  Registration  Rights and  Standstill  Agreement  as
         amended to  December  31, 1998 among  Marathon  Oil  Company,  USX
         Corporation, Ashland Inc. and Marathon Ashland Petroleum (filed as
         Exhibit  10.18 to  Ashland's  Form 10-K for the fiscal  year ended
         September 30, 1999 and incorporated herein by reference).

11    -  Computation  of  Earnings  Per Share  (appearing  on page 43 of
         Ashland's Annual Report to Shareholders, incorporated by reference
         herein, for the fiscal year ended September 30, 2001).

12    -  Computation  of Ratios of Earnings to Fixed Charges and Earnings
         to Combined Fixed Charges and Preferred Stock Dividends.

13    -  Portions   of   Ashland's   Annual   Report  to   Shareholders,
         incorporated  by  reference  herein,  for the  fiscal  year  ended
         September 30, 2001.

21    -  List of subsidiaries.

23.1  -  Consent of independent auditors.

23.2* -  Consent of PricewaterhouseCoopers LLP.

24    -  Power  of  Attorney,  including  resolutions  of the  Board  of
         Directors.

*Filed herewith

     Upon written or oral  request,  a copy of the above  exhibits  will be
furnished at cost.

     (B) REPORTS ON FORM 8-K

         None.


<PAGE>


                                 SIGNATURES


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

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



Date:    March 14, 2002                        /s/ David L. Hausrath
                                              --------------------------
                                              Name: David L. Hausrath
                                              Title:   Vice President and
                                                       General Counsel




<PAGE>




                 MARATHON ASHLAND PETROLEUM LLC AND SUBSIDIARIES



                    AUDITED CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001




                                    CONTENTS
<TABLE>
<CAPTION>
                                                                                                                           <C>
                                                                                                                           PAGE
<S>
REPORT OF INDEPENDENT ACCOUNTANTS:                                                                                          1

CONSOLIDATED FINANCIAL STATEMENTS:

     CONSOLIDATED STATEMENT OF OPERATIONS --------------------------------------------------------------------              2
     CONSOLIDATED BALANCE SHEET ------------------------------------------------------------------------------              3
     CONSOLIDATED STATEMENT OF CASH FLOWS --------------------------------------------------------------------              4
     CONSOLIDATED STATEMENT OF MEMBERS' CAPITAL --------------------------------------------------------------              5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS:

     NOTE A   -    BUSINESS DESCRIPTION AND BASIS OF PRESENTATION --------------------------------------------              6
     NOTE B   -    SUMMARY OF PRINCIPAL ACCOUNTING POLICIES --------------------------------------------------              7
     NOTE C   -    NEW ACCOUNTING STANDARDS ------------------------------------------------------------------              8
     NOTE D   -    RELATED PARTY TRANSACTIONS ----------------------------------------------------------------              9
     NOTE E   -    OTHER ITEMS -------------------------------------------------------------------------------             10
     NOTE F   -    PENSIONS AND OTHER POSTRETIREMENT BENEFITS ------------------------------------------------             10
     NOTE G   -    INCOME TAXES ------------------------------------------------------------------------------             12
     NOTE H   -    INVENTORIES -------------------------------------------------------------------------------             13
     NOTE I   -    INVESTMENTS AND LONG-TERM RECEIVABLES -----------------------------------------------------             13
     NOTE J   -    PROPERTY, PLANT AND EQUIPMENT -------------------------------------------------------------             14
     NOTE K   -    SHORT-TERM DEBT ---------------------------------------------------------------------------             14
     NOTE L   -    LONG-TERM DEBT ----------------------------------------------------------------------------             15
     NOTE M   -    SUPPLEMENTAL CASH FLOW INFORMATION --------------------------------------------------------             15
     NOTE N   -    LEASES ------------------------------------------------------------------------------------             15
     NOTE O   -    DERIVATIVE INSTRUMENTS --------------------------------------------------------------------             16
     NOTE P   -    FAIR VALUE OF FINANCIAL INSTRUMENTS -------------------------------------------------------             16
     NOTE Q   -    CONTINGENCIES AND COMMITMENTS -------------------------------------------------------------             17


</TABLE>
<PAGE>



 PRICEWATERHOUSECOOPERS LLP

                                                    PricewaterhouseCoopers LLP
                                                              600 Grant Street
                                                        Pittsburgh, PA   15219





                        Report of Independent Accountants


February 15, 2002



To the Board of Managers of
Marathon Ashland Petroleum LLC:


In our opinion, the accompanying consolidated balance sheet and the related
consolidated  statements  of  operations,  cash flows and members'  capital
present  fairly,  in all  material  respects,  the  financial  position  of
Marathon Ashland  Petroleum LLC and its subsidiaries  (MAP) at December 31,
2001 and 2000, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 2001 in conformity
with  accounting  principles  generally  accepted  in the United  States of
America.  These  financial  statements  are  the  responsibility  of  MAP's
management;  our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these statements
in accordance  with  auditing  standards  generally  accepted in the United
States of  America,  which  require  that we plan and  perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material  misstatement.  An audit includes  examining,  on a test basis,
evidence   supporting   the  amounts  and   disclosures  in  the  financial
statements,  assessing  the  accounting  principles  used  and  significant
estimates  made  by  management,   and  evaluating  the  overall  financial
statement  presentation.  We believe  that our audits  provide a reasonable
basis for our opinion.

As discussed in Note C to the financial statements,  MAP changed its method
of accounting for derivatives in 2001.

/s/ PricewaterhouseCoopers LLP
------------------------------

PricewaterhouseCoopers  LLP
Pittsburgh, Pennsylvania






                                       1

<PAGE>

<TABLE>
<CAPTION>


CONSOLIDATED STATEMENT OF OPERATIONS (Dollars in Millions)

MARATHON ASHLAND PETROLEUM LLC AND SUBSIDIARIES

                                                                                         Year Ended December 31
                                                                          -----------------------------------------------------
                                                                               2001               2000                1999
                                                                          -------------       -------------       -------------
<S>                                                                       <C>                 <C>                 <C>
REVENUES AND OTHER INCOME:
       Revenues *                                                         $      27,245       $      28,775       $      20,008
       Dividend and investee income                                                  44                  24                  18
       Net gains (losses) on disposal of assets                                      30                  28                  (3)
       Other income                                                                  29                  28                  24
                                                                          -------------       -------------       --------------

              Total revenues and other income                                    27,348              28,855              20,047
                                                                          -------------       -------------       --------------

COSTS AND EXPENSES:
       Cost of revenues (excludes items shown below)                             20,061              22,366              14,675
       Selling, general and administrative expenses                                 456                 394                 369
       Depreciation and amortization                                                348                 316                 283
       Taxes other than income taxes *                                            4,545               4,474               4,098
       Inventory market valuation charges (credits) - Note H                         77                  --                (552)
                                                                          -------------       -------------       --------------

              Total costs and expenses                                           25,487              27,550              18,873
                                                                          -------------       -------------       --------------

INCOME FROM OPERATIONS:                                                           1,861               1,305               1,174
Net interest and other financial income - Note E                                      4                  12                   5
                                                                          -------------       -------------       --------------

INCOME BEFORE INCOME TAXES:                                                       1,865               1,317               1,179
Provision for income taxes - Note G                                                   9                   7                   2
                                                                          -------------       -------------       --------------

INCOME BEFORE CUMULATIVE EFFECT OF CHANGE
       IN ACCOUNTING PRINCIPLE:                                                   1,856               1,310               1,177
       Cumulative effect of change in derivatives accounting - Note C               (20)                 --                  --
                                                                          -------------       -------------       --------------

NET INCOME                                                                $       1,836        $      1,310        $      1,177
                                                                          =============       =============       ==============

</TABLE>


*        Included in revenues  and costs and  expenses  for 2001,  2000 and
         1999 were  $4,404  million,  $4,344  million  and $3,973  million,
         respectively,  representing  consumer  excise  taxes on  petroleum
         products and merchandise.









            THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                    CONSOLIDATED FINANCIAL STATEMENTS.

                                     2


<PAGE>


CONSOLIDATED BALANCE SHEET (Dollars in Millions)

MARATHON ASHLAND PETROLEUM LLC AND SUBSIDIARIES

<TABLE>
<CAPTION>
                                                                                                         December 31
                                                                                              ---------------------------------
                                                                                                  2001                2000
                                                                                              -------------       -------------
<S>                                                                                           <C>                 <C>

ASSETS:
       Current assets:
              Cash and cash equivalents                                                       $         33        $         58
              Receivables, less allowance for doubtful accounts of $3
                    and $3                                                                           1,104               1,415
              Inventories - Note H                                                                   1,793               1,824
              Related party receivables - Note D                                                        42                  43
              Other current assets                                                                      41                  44
                                                                                              -------------       -------------
                           Total current assets                                                      3,013               3,384

       Investments and long-term receivables - Note I                                                  502                 113
       Property, plant and equipment - net - Note J                                                  3,977               4,022
       Other noncurrent assets                                                                          66                  72
                                                                                              -------------       -------------

                           Total assets                                                       $      7,558        $      7,591
                                                                                              =============       =============

LIABILITIES:
       Current liabilities:
              Accounts payable                                                                $      1,740        $      2,180
              Accounts payable to related parties - Note D                                              62                  66
              Payroll and benefits payable                                                             166                 159
              Accrued taxes                                                                             42                  38
                                                                                               ------------       -------------
                           Total current liabilities                                                 2,010               2,443

       Long-term debt - Note L                                                                           7                   8
       Deferred income taxes - Note G                                                                    4                   4
       Employee benefits - Note F                                                                      336                 288
       Deferred credits and other liabilities                                                           35                   7
                                                                                              -------------       -------------

                           Total liabilities                                                         2,392               2,750
                                                                                              -------------       -------------

MEMBERS' CAPITAL (details on page 5)
       Members' contributed capital                                                                  4,259               4,244
       Retained earnings                                                                               912                 601
       Accumulated other comprehensive income (losses)                                                  (5)                 (4)
                                                                                              -------------       -------------
                           Total members' capital                                                    5,166               4,841
                                                                                              -------------       -------------

                           Total liabilities and members' capital                             $      7,558        $      7,591
                                                                                              =============       =============



</TABLE>



            THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                    CONSOLIDATED FINANCIAL STATEMENTS.

                                     3


<PAGE>


<TABLE>
<CAPTION>

CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in Millions)

MARATHON ASHLAND PETROLEUM LLC AND SUBSIDIARIES

                                                                                         Year Ended December 31
                                                                          -----------------------------------------------------
                                                                               2001                2000                1999
                                                                          -------------       -------------       -------------
<S>                                                                       <C>                 <C>                 <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

OPERATING ACTIVITIES:
Net income                                                                $      1,836        $      1,310        $      1,177
Adjustments to reconcile to net cash provided from
       operating activities:
       Depreciation and amortization                                               348                 316                 283
       Inventory market valuation charges (credits)                                 77                  --                (552)
       Pensions and other postretirement benefits                                   44                  30                  44
       Cumulative effect of change in accounting principle                          20                  --                  --
       Deferred income taxes                                                        --                  --                  (1)
       Net (gains) losses on disposal of assets                                    (30)                (28)                  3
       Changes in:
              Current receivables                                                  283                (278)               (465)
              Inventories                                                          (59)                 (5)                (41)
              Current accounts payable and accrued expenses                       (517)                378                 749
              Net receivables and payables with related parties                     (3)                 31                  22
       All other - net                                                              25                 (38)                 38
                                                                          -------------       -------------       -------------
              Net cash provided from operating activities                        2,024               1,716               1,257
                                                                          -------------       -------------       -------------

INVESTING ACTIVITIES:
Capital expenditures                                                              (576)               (637)               (597)
Disposal of assets                                                                  51                  70                 162
Loans for Section 1031 transactions  - principal loaned                            (31)                (46)                 --
                                     - principal collected                          35                  42                  --
Property exchange trust    - deposits                                              (62)                (54)                 (4)
                           - withdrawals                                            54                  53                   2
Investees -  investments                                                           (16)                 (1)                 --
          -  loans and advances                                                     (5)                 (5)                 --
          -  returns and repayments                                                 10                  --                  --
                                                                          -------------       -------------       -------------
       Net cash used in investing activities                                      (540)               (578)               (437)
                                                                          -------------       -------------       -------------

FINANCING ACTIVITIES:
Revolving credit facilities - borrowings - Note D                                  294                  931                 386
                            - repayments - Note D                                 (294)                (931)               (386)
Debt repayments                                                                     (1)                 (14)                 --
Member distributions                                                            (1,508)              (1,104)             (1,054)
                                                                          -------------       --------------      --------------
       Net cash used in financing activities                                    (1,509)              (1,118)             (1,054)
                                                                          -------------       --------------      --------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                               (25)                 20                (234)

Cash and cash equivalents at beginning of year                                      58                  38                 272
                                                                          -------------       -------------       -------------

CASH AND CASH EQUIVALENTS AT END OF YEAR                                  $         33        $         58        $         38
                                                                          =============       =============       =============
</TABLE>


See Note M for supplemental cash flow information.






            THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                    CONSOLIDATED FINANCIAL STATEMENTS.

                                     4


<PAGE>



<TABLE>
<CAPTION>


CONSOLIDATED STATEMENT OF MEMBERS' CAPITAL (Dollars in Millions)

MARATHON ASHLAND PETROLEUM LLC AND SUBSIDIARIES


                                                      Members' Capital                          Comprehensive Income
                                                         Year Ended                                  Year Ended
                                                         December 31                                 December 31
                                            ----------------------------------------   ----------------------------------------
                                                2001          2000          1999           2001          2000          1999
                                            -----------    -----------   -----------   -----------   -----------    -----------
<S>                                         <C>            <C>           <C>           <C>           <C>            <C>
MEMBERS' CONTRIBUTED CAPITAL:
     Balance at beginning of year           $     4,244    $    4,218    $    4,188
     Member contributions                            15            26            30
                                            ------------   -----------   -----------
     Balance at end of year                       4,259         4,244         4,218
                                            ------------   -----------   -----------

RETAINED EARNINGS:
     Balance at beginning of year                   601           395            --
     Net income                                   1,836         1,310         1,177    $     1,836   $     1,310    $     1,177
     Distributions to members                    (1,525)       (1,104)         (782)
                                            ------------   -----------   -----------
     Balance at end of year                         912           601           395
                                            ------------   -----------   -----------

ACCUMULATED OTHER COMPREHENSIVE
INCOME (LOSS):
     Minimum pension liability adjustments:
         Balance at beginning of year                (4)           --            (5)
         Changes during the year                     (1)           (4)            5             (1)           (4)              5
                                            -----------    -----------   -----------
         Balance at end of year                      (5)           (4)           --
                                            -----------    -----------   -----------

     Deferred gains (losses) on derivative
     instruments:
         Balance at beginning of year                --            --            --
         Cumulative effect adjustment                 6            --            --              6            --             --
         Reclassification of the cumulative
              effect adjustment into
              earnings                               (6)           --            --             (6)           --             --
                                            -----------    -----------   -----------   -----------   -----------    -----------
         Balance at end of year                      --            --            --
                                            -----------    -----------   -----------

         TOTAL COMPREHENSIVE INCOME                                                    $     1,835   $     1,306    $     1,182
                                                                                       ============  ============   ============

TOTAL MEMBERS' CAPITAL                      $     5,166     $   4,841    $    4,613
                                            ===========    ===========   ===========



</TABLE>




            THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE
                    CONSOLIDATED FINANCIAL STATEMENTS.


                                     5



<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARATHON ASHLAND PETROLEUM LLC AND SUBSIDIARIES


NOTE A - BUSINESS DESCRIPTION AND BASIS OF PRESENTATION

On December  12,  1997,  Marathon  Oil Company  (Marathon),  a wholly owned
subsidiary of Marathon Oil  Corporation  (MOC),  formerly USX  Corporation,
entered into an Asset Transfer and Contribution Agreement with Ashland Inc.
(Ashland)  providing  for the formation of Marathon  Ashland  Petroleum LLC
(MAP). Effective January 1, 1998, Marathon contributed substantially all of
its refining,  marketing and transportation (RM&T) operations to MAP. Also,
on January 1, 1998,  Marathon acquired certain RM&T net assets from Ashland
in exchange for a 38% interest in MAP. The purchase price was determined to
be $1.9  billion,  based upon an external  valuation.  The  acquisition  of
Ashland's  net  assets  was  accounted  for  under the  purchase  method of
accounting.

In connection with the formation of MAP,  Marathon and Ashland entered into
a Limited  Liability  Company  Agreement (LLC  Agreement)  dated January 1,
1998.  The LLC Agreement  provides for an initial term expiring on December
31,  2022 (25 years from its  formation).  The term will  automatically  be
extended  for ten-year  periods,  unless a  termination  notice is given by
either party.

Also in connection  with the  formation of MAP, the parties  entered into a
Put/Call,  Registration  Rights  and  Standstill  Agreement  (the  Put/Call
Agreement). The Put/Call Agreement provides that at any time after December
31, 2004,  Ashland will have the right to sell to Marathon all of Ashland's
ownership  interest in MAP,  for an amount in cash  and/or  Marathon or MOC
debt or  equity  securities  equal to the  product  of 85%  (90% if  equity
securities  are  used)  of the  fair  market  value  of MAP at  that  time,
multiplied by Ashland's  percentage  interest in MAP. Payment could be made
at closing,  or at Marathon's  option, in three equal annual  installments,
the first of which would be payable at closing.  At any time after December
31,  2004,  Marathon  will  have the  right to  purchase  all of  Ashland's
ownership  interests  in MAP, for an amount in cash equal to the product of
115% of the fair market value of MAP at that time,  multiplied by Ashland's
percentage interest in MAP.

MAP is engaged in petroleum  supply,  refining,  marketing & transportation
operations  and includes  Speedway  SuperAmerica  LLC (SSA), a wholly owned
subsidiary,  which  operates  retail  outlets for  petroleum  products  and
merchandise.  In  addition,  MAP,  through  its  wholly  owned  subsidiary,
Marathon  Ashland  Pipe Line  LLC,  is  actively  engaged  in the  pipeline
transportation of crude oil and petroleum products.

Pilot Travel  Centers LLC (PTC),  a joint  venture owned 50 percent each by
MAP and Pilot  Corporation,  began  operations  on September 1, 2001.  MAP,
through its wholly owned retail unit,  SSA,  contributed  94 travel centers
and other assets in the  formation  of PTC.  PTC is now the largest  travel
center  network in the United States with about 230 locations in 35 states.
The new venture,  based in Knoxville,  Tennessee,  has approximately 11,000
employees. PTC is accounted for under the equity method of accounting.

In June 2001,  MAP  acquired an interest in  approximately  50  convenience
stores located in Indiana and Michigan from Welsh,  Inc. The acquisition of
these retail outlets increases MAP's presence in these markets.

In 2001, 2000 and 1999, MAP recorded capital contributions from Marathon of
$2 million,  $2 million and $2 million,  respectively,  and from Ashland of
$10 million, $24 million and $28 million,  respectively,  for environmental
improvements.  The LLC Agreement  stipulates that ownership interest in MAP
will  not be  adjusted  as a result  of such  contributions.  In 2001,  MAP
recorded  capital  contributions of $1 million from Marathon and $2 million
from Ashland related to stock-based compensation expense which is allocated
100% to Marathon and Ashland, respectively.

In March 2000, MAP,  Panhandle  Eastern Pipe Line Company,  a subsidiary of
CMS  Energy  Corporation,  and  TE  Products  Pipe  Line  Company,  Limited
Partnership,  formed a  limited  liability  company  with  equal  one-third
ownership  called  Centennial  Pipeline  LLC  (Centennial)  to  develop  an
interstate refined petroleum products pipeline extending from the U.S. Gulf
of Mexico to the  Midwest.  In March 2001,  the Federal  Energy  Regulatory
Commission approved the abandonment of a 720-mile pipeline from natural gas
service,  thereby  allowing  Centennial  to  convert  the  line to  refined
products  transportation.  Centennial  is  accounted  for under the  equity
method of accounting.

During 2000,  MAP sold 159 Speedway  SuperAmerica  non-core  stores for $48
million. MAP recorded a pretax gain of $19 million related to these sales.

                                     6

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE A - BUSINESS DESCRIPTION AND BASIS OF PRESENTATION - Continued

In 1999, MAP sold Scurlock  Permian LLC, its crude oil gathering  business,
to Plains Marketing,  L.P. for $137 million. In 1999, MAP recorded a pretax
loss of $16 million related to the sale.

In 1999,  MAP finalized the  transaction  with  Ultramar  Diamond  Shamrock
("UDS") to purchase  178 UDS owned and  operated  convenience  stores and 5
product terminals.  In addition, MAP was assigned supply contracts with UDS
branded jobbers who supplied 242 branded jobber stations in Michigan.  This
transaction was accounted for under the purchase method of accounting.


NOTE B - SUMMARY OF PRINCIPAL ACCOUNTING POLICIES

PRINCIPLES APPLIED IN CONSOLIDATION - The consolidated financial statements
include the accounts of MAP and the  majority-owned  subsidiaries  which it
controls. Investments in undivided interest pipelines are consolidated on a
pro  rata  basis.   Investments  in  other  entities  over  which  MAP  has
significant  influence  are  accounted  for  using  the  equity  method  of
accounting  and are  carried at MAP's  share of net assets  plus  advances.
Differences in the basis of the investment and the separate net asset value
of the investee, if any, are amortized into earnings in accordance with the
underlying  remaining useful life of the associated assets.  Investments in
companies whose stocks have no readily  determinable fair value are carried
at cost.

Dividend and investee income includes MAP's  proportionate  share of income
from equity method  investments and dividend income from other investments.
Dividend income is recognized when dividend payments are received.

USE  OF  ESTIMATES  -  Generally  accepted  accounting  principles  require
management  to make  estimates  and  assumptions  that affect the  reported
amounts of assets and liabilities,  the disclosure of contingent assets and
liabilities  at year-end and the reported  amounts of revenues and expenses
during  the  year.   Significant   items  subject  to  such  estimates  and
assumptions  include the carrying  value of property,  plant and equipment;
valuation   allowances  for  receivables  and  inventories;   environmental
liabilities;  liabilities  for  potential  tax  deficiencies  and potential
litigation  claims and settlements;  and assets and obligations  related to
employee benefits. Additionally, certain estimated liabilities are recorded
when management commits to a plan to close an operating facility or to exit
a business  activity.  Actual  results  could differ from the estimates and
assumptions used.

REVENUE  RECOGNITION - Revenues are recognized  generally when products are
shipped or services are provided to customers, the sales price is fixed and
determinable,  and collectibility is reasonably  assured.  Costs associated
with  revenues,  including  shipping and other  transportation  costs,  are
recorded in cost of revenues.  Matching  buy/sell  transactions  settled in
cash are recorded in both  revenues and cost of revenues as separate  sales
and purchase transactions, with no net effect on income.

CASH AND CASH EQUIVALENTS - Cash and cash equivalents  include cash on hand
and on deposit and  investments  with related parties in highly liquid debt
instruments  with  maturities  of  three  months  or  less.  See Note D for
information regarding investments with related parties.

INVENTORIES - Inventories  are carried at lower of cost or market.  Cost of
inventories is determined  primarily  under the last-in,  first-out  (LIFO)
method.

DERIVATIVE INSTRUMENTS - MAP uses commodity-based derivative instruments to
manage its exposure to price risk.  Management  has  authorized  the use of
futures,  forwards, swaps and options to reduce the effects of fluctuations
related to the purchase or sale of crude oil,  refined products and natural
gas.   Changes  in  the  fair  value  of  all  derivatives  are  recognized
immediately in earnings, either within revenues or cost of revenues, unless
the derivative qualifies as a hedge of future cash flows or certain foreign
currency  exposures.  During  2001,  MAP did not  elect  to  designate  any
derivatives as qualifying for hedge accounting treatment.

PROPERTY,   PLANT  AND  EQUIPMENT  -  Property,  plant  and  equipment  are
depreciated  principally  by the  straight-line  method  over their  useful
lives. MAP evaluates  impairment of its assets on an individual asset basis
or by logical groupings of assets. Assets deemed to be impaired are written
down to their fair value, including any related goodwill,  using discounted
future cash flows and, if available, comparable market values.

When property,  plant and equipment  depreciated on an individual basis are
sold or otherwise disposed of, any gains or losses are reflected in income.
Gains on disposal of property,  plant and  equipment  are  recognized  when
earned, which is generally at the time of closing. If a loss on disposal is
expected,  such losses are recognized  when the assets are  reclassified as
held for sale.  Proceeds  from  disposal of property,  plant and  equipment
depreciated on a group basis are credited to accumulated  depreciation  and
amortization with no immediate effect on income.

                                     7

<PAGE>


NOTES TO CONSOLIDATED FINNCIAL STATEMENTS - Continued


NOTE B - SUMMARY OF PRINCIPAL ACCOUNTING POLICIES - Continued

MAJOR  MAINTENANCE  ACTIVITIES - MAP incurs planned major maintenance costs
primarily for refinery turnarounds. These types of costs include contractor
repair  services,  materials  and supplies,  equipment  rentals and company
labor costs. Such costs are expensed in the same annual period as incurred;
however,  estimated  annual  turnaround  costs  are  recognized  in  income
throughout the year on a pro rata basis.

ENVIRONMENTAL  LIABILITIES - Environmental  expenditures are capitalized if
the costs mitigate or prevent future  contamination or if the costs improve
existing  assets'  environmental  safety or  efficiency.  MAP  provides for
remediation  costs and penalties  when the  responsibility  to remediate is
probable and the amount of  associated  costs is  reasonably  determinable.
Generally,  the timing of remediation accruals coincides with completion of
a  feasibility  study  or  the  commitment  to a  formal  plan  of  action.
Remediation   liabilities   are  accrued   based  on   estimates  of  known
environmental  exposure  and  are  discounted  in  certain  instances.   If
recoveries  of  remediation  costs  from  third  parties  are  probable,  a
receivable is recorded.

STOCK-BASED  COMPENSATION  -  MAP  applies  the  principles  of  Accounting
Principles   Board  Opinion  No.  25,   "Accounting  for  Stock  Issued  to
Employees,"  to the  stock-based  compensation  granted to MAP employees by
Marathon,  and  MAP  applies  the  principles  of  Statement  of  Financial
Accounting Standards No. 123, "Accounting For Stock-Based Compensation," as
interpreted  by Emerging  Issues Task Force Issue  96-18,  "Accounting  for
Equity  Instruments  That Are Issued To Other Than Employees For Acquiring,
Or In  Conjunction  With Selling,  Goods Or  Services," to the  stock-based
compensation granted to MAP employees by Ashland.

INSURANCE - MAP is insured for  catastrophic  casualty and certain property
and business interruption  exposures, as well as those risks required to be
insured by law or contract.  Costs  resulting  from  noninsured  losses are
charged against income upon occurrence.

INCOME TAXES - MAP is a limited liability  company,  and therefore,  except
for several small subsidiary  corporations,  is not subject to U.S. federal
income  taxes.  Accordingly,  the  taxable  income or loss  resulting  from
operations of MAP is  ultimately  included in the U.S.  federal  income tax
returns of MOC and  Ashland.  MAP is,  however,  subject to income taxes in
certain state, local and foreign jurisdictions.

RECLASSIFICATIONS  - Certain  reclassifications  of prior  years' data have
been made to conform to 2001  classifications.  These changes had no impact
on previously reported results of operations or members' capital.


NOTE C - NEW ACCOUNTING STANDARDS

ADOPTED IN 2001 -  Effective  January 1, 2001,  MAP  adopted  Statement  of
Financial   Accounting   Standards  No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities" (SFAS No. 133), as amended by SFAS Nos.
137 and 138.  This  Statement,  as  amended,  requires  recognition  of all
derivatives at fair value as either assets or liabilities.

The  transition  adjustment  related to adopting SFAS No. 133 on January 1,
2001,  was  recognized  as a  cumulative  effect of  change  in  accounting
principle. The unfavorable cumulative effect on net income was $20 million.
The favorable  cumulative effect included within Other Comprehensive Income
(OCI) was $6 million.

A portion of the cumulative effect  adjustment  relating to the adoption of
SFAS No. 133 was  recognized in OCI which relates only to deferred gains or
losses for hedge  transactions as of December 31, 2000. A reconciliation of
the changes in OCI relating to  derivative  instruments  is included in the
Statement of Members' Capital.

MAP did not have any foreign  currency  contracts  in place at December 31,
2001.

TO BE ADOPTED IN FUTURE  PERIODS - In June 2001,  the Financial  Accounting
Standards Board (FASB) issued Statements of Financial  Accounting Standards
No. 141 "Business Combinations" (SFAS No. 141), No. 142 "Goodwill and Other
Intangible  Assets"  (SFAS  No.  142) and No.  143  "Accounting  for  Asset
Retirement Obligations" (SFAS No. 143).

                                     8


<PAGE>


NOTES TO CONSOLIDATED FINNCIAL STATEMENTS - Continued


NOTE C - NEW ACCOUNTING STANDARDS - Continued

SFAS No. 141 requires that all business  combinations  initiated after June
30,  2001,  be  accounted  for under the purchase  method.  This  Statement
establishes  specific  criteria  for the  allocation  of purchase  price to
intangible  assets  separately from goodwill for all business  combinations
made after June 30, 2001.

SFAS No. 142 addresses  the  accounting  for goodwill and other  intangible
assets after an acquisition.  The most significant changes made by SFAS No.
142 are: 1) goodwill and intangible  assets with  indefinite  lives will no
longer be  amortized;  2) goodwill and  intangible  assets with  indefinite
lives  must  be  tested  for  impairment  at  least  annually;  and  3) the
amortization  period for intangible assets with finite lives will no longer
be limited to forty years. MAP will adopt SFAS No. 142 effective January 1,
2002, as required.  At that time, annual  amortization of existing goodwill
of $2  million  will  cease  on the  unamortized  portion  associated  with
previous  acquisitions.  As required,  a  transitional  impairment  test is
required for existing goodwill as of the date of adoption of this Standard.
This test must be  completed  within the first year.  Any  impairment  loss
resulting from applying the goodwill  impairment test will be reported as a
cumulative  effect of a change in accounting  principle.  Goodwill recorded
after  adoption of this  Standard is to be tested for  impairment  at least
annually and any resulting  impairment is not considered part of the change
in accounting principle.

SFAS No. 143  establishes a new accounting  model for the  recognition  and
measurement of retirement  obligations  associated with tangible long-lived
assets.  SFAS No. 143 requires that an asset retirement cost be capitalized
as part of the  cost  of the  related  long-lived  asset  and  subsequently
allocated to expense using a systematic and rational method. MAP will adopt
the  Statement  effective  January 1, 2003,  as  required.  The  transition
adjustment  resulting from the adoption of SFAS No. 143 will be reported as
a cumulative effect of a change in accounting principle.  At this time, MAP
cannot reasonably  estimate the effect of the adoption of this Statement on
either its financial position or results of operations.

In August 2001, the FASB approved SFAS No. 144,  "Accounting for Impairment
or  Disposal  of  Long-Lived   Assets"  (SFAS  No.  144).   This  Statement
establishes a single  accounting model for long-lived assets to be disposed
of by sale and provides additional implementation guidance for assets to be
held and used and assets to be  disposed  of other  than by sale.  MAP will
adopt the Statement prospectively effective January 1, 2002.


NOTE D - RELATED PARTY TRANSACTIONS

MAP sales in 2001,  2000 and 1999 to Ashland and its  affiliates  were $237
million, $285 million and $198 million,  respectively; and sales to MOC and
its   affiliates   were  $209  million,   $145  million  and  $50  million,
respectively.  MAP  purchases  in 2001,  2000 and 1999 from Ashland and its
affiliates totaled $23 million,  $19 million and $9 million,  respectively;
and  purchases  from MOC and its  affiliates  totaled  $610  million,  $540
million  and $297  million,  respectively.  Such  transactions  were in the
ordinary   course  of  business  and  included  the   purchase,   sale  and
transportation of crude oil, natural gas,  refinery  feedstocks and refined
petroleum   products.   These   transactions  were  conducted  under  terms
comparable to those with unrelated parties.

During the years ended  December 31, 2001,  2000 and 1999,  Ashland and its
affiliates,  and  MOC  and  its  affiliates  provided  certain  information
technology and  administrative  services and facilities to MAP. Billings to
MAP for these  services  and  facilities  for the years ended  December 31,
2001, 2000 and 1999 from Ashland and its affiliates totaled $6 million,  $7
million and $13 million,  respectively.  Billings to MAP for these services
and facilities  for the years ended  December 31, 2001,  2000 and 1999 from
MOC and its  affiliates  totaled $39 million,  $48 million and $47 million,
respectively.

As of December 31, 2001 and 2000,  related party  receivables  included $19
million and $35  million,  respectively,  of accounts  receivable  due from
Ashland  and its  affiliates;  and  accounts  payable  to  related  parties
included $20 million and $2 million,  respectively,  due to Ashland and its
affiliates.  Included in the December 31, 2001, accounts payable to Ashland
is a $17 million member  distribution  payable. As of December 31, 2001 and
2000,  related  party  receivables  included  $23  million  and $8 million,
respectively,  of accounts receivable due from MOC and its affiliates;  and
accounts  payable to related parties  included $42 million and $64 million,
respectively, due to MOC and its affiliates.

In connection with the formation of MAP, certain Marathon debt was assigned
to MAP. Marathon agreed to reimburse MAP for this debt and related interest
expense. During 2001, 2000 and 1999, Marathon reimbursed MAP $0 million, $6
million and $0 million, respectively, for debt repayments.

A revolving  credit agreement was entered into as of January 1, 1998, among
Ashland and Marathon  (collectively  the Lenders) and MAP (Borrower).  This
agreement  provides  that the Lenders  may loan to the  Borrower up to $500
million at defined short-term

                                     9

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE D - RELATED PARTY TRANSACTIONS - Continued

market  rates.  At  December  31, 2001 and 2000,  there were no  borrowings
against this  facility.  During 2001 and 2000, MAP borrowed and repaid $294
million  and  $931  million,  respectively,  under  this  revolving  credit
facility.  The weighted average borrowings outstanding under this revolving
credit  facility  during the years  2001 and 2000 were $3  million  and $14
million,  respectively.  During the years ended December 31, 2001, 2000 and
1999, interest expense paid on these borrowings were $0 million, $1 million
and $0 million, respectively, to Marathon.

On November 16, 1998,  MAP entered  into  agreements  with MOC and Ashland,
which  allow MAP to invest its  surplus  cash  balances on a daily basis at
competitive  interest  rates with MOC and Ashland in proportion up to their
ownership  interests in MAP.  These  agreements,  as  previously  extended,
expired on March 15, 2001 and have been  subsequently  amended and extended
with an  expiration  date of March 15, 2002. At December 31, 2001 and 2000,
there was no cash invested under these  agreements.  During the years ended
December  31,  2001,  2000 and 1999,  interest  income  earned  from  these
investments was $2 million, $6 million and $4 million,  respectively,  from
Ashland and $1 million, $7 million and $5 million, respectively, from MOC.


NOTE E - OTHER ITEMS

<TABLE>
<CAPTION>

                                                                                               Year Ended December 31
                                                                                      ------------------------------------------
                                                                                                     (Millions)
                                                                                          2001           2000           1999
                                                                                      -----------    -----------     -----------
<S>                                                                                   <C>            <C>             <C>

NET INTEREST AND OTHER FINANCIAL INCOME

       INTEREST AND OTHER FINANCIAL INCOME:
       Interest income - third parties                                                $       11     $        9      $        3
       Interest income - related parties                                                       3             13               9
                                                                                      -----------    -----------     -----------
              Total                                                                           14             22              12
                                                                                      -----------    -----------     -----------

       INTEREST AND OTHER FINANCIAL COSTS:
       Interest incurred                                                                       3              3               2
       Other                                                                                   7              7               5
                                                                                      -----------    -----------     -----------
              Total                                                                           10             10               7
                                                                                      -----------    -----------     -----------

       NET INTEREST AND OTHER FINANCIAL INCOME                                        $        4     $       12      $        5
                                                                                      ===========    ===========     ===========

</TABLE>


NOTE F - PENSIONS AND OTHER POSTRETIREMENT BENEFITS

MAP has a noncontributory  defined benefit pension plan and several related
excess benefit plans covering  substantially all employees.  Benefits under
its final pay formula are based  primarily  upon age,  years of service and
the  highest  three  years  earnings  during  the  last  ten  years  before
retirement.  Benefits under its pension equity formula are based  primarily
upon  age,  years of  service  and the final  three  years of  earnings  at
retirement.

MAP also has defined benefit retiree health and life insurance plans (other
benefits)  covering most employees upon their  retirement.  Health benefits
are provided, for the most part, through comprehensive  hospital,  surgical
and major  medical  benefit  provisions  subject  to various  cost  sharing
features.  Life  insurance  benefits are  provided to certain  nonunion and
union  represented  retiree  beneficiaries  primarily  based on  employees'
annual base salary at retirement. Other benefits have not been prefunded.

                                    10

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE F - PENSIONS AND OTHER POSTRETIREMENT BENEFITS - Continued

<TABLE>
<CAPTION>

                                                                      Pension Benefits                        Other Benefits
                                                                  ----------------------                   ---------------------
                                                                                             (Millions)
                                                                     2001        2000                        2001        2000
                                                                  ---------   ---------                    ---------   ---------
<S>                                                               <C>         <C>             <C>          <C>         <C>
CHANGE IN PROJECTED BENEFIT OBLIGATION:
Benefit obligation at January 1                                   $    568    $    482                     $    189    $    152
Service cost                                                            40          36                            9           8
Interest cost                                                           42          38                           14          12
Plan amendments                                                         --           4                           --           1
Actuarial (gains) losses                                               130          64                            7          19
Benefits paid                                                          (47)        (56)                          (3)         (3)
Settlement                                                              (6)         --                           --          --
                                                                  ---------   ---------                    ---------   ---------
Benefit obligations at December 31                                $    727    $    568                     $    216    $    189
                                                                  =========   =========                    =========   =========

CHANGE IN PLAN ASSETS:
Fair value of plan assets at January 1                            $    502    $    560
Actual return on plan assets                                           (17)         (4)
Employer contributions                                                  --           1
Benefits paid                                                          (45)        (55)
                                                                  ---------   ---------
Fair value of plan assets at December 31                          $    440    $    502
                                                                  =========   =========

FUNDED STATUS OF PLANS AT DECEMBER 31: (a)                        $   (287)   $    (66)                    $   (216)   $   (189)
Unrecognized net gain from transition                                   (7)         (9)                          --          --
Unrecognized prior service costs (credits)                              24          25                          (47)        (54)
Unrecognized actuarial (gains) losses                                  187          (5)                          27          21
Additional minimum liability (b)                                        (5)         (6)                          --          --
                                                                  ---------   ---------                    ---------   ---------
Accrued benefit cost                                              $    (88)   $    (61)                    $   (236)   $   (222)
                                                                  =========   =========                    =========   =========

(a)    Includes several small plans that have
       accumulated benefit obligations and no
       plan assets:
          Accumulated benefit obligation                          $     (9)   $    (12)
          Projected benefit obligation                                 (26)        (17)
(b)    Additional minimum liability recorded
       was offset by the following:
          Intangible asset                                        $     --    $      2
                                                                  ---------   ---------
          Accumulated other comprehensive income (loss):
             Beginning of year                                    $     (4)   $     --
             Change during year                                         (1)         (4)
                                                                  ---------   ---------
                Balance at end of year                            $     (5)   $     (4)
                                                                  =========   =========

</TABLE>
<TABLE>
<CAPTION>

                                                                 Pension Benefits                       Other Benefits
                                                      ----------------------------------       ---------------------------------
                                                                                       (Millions)
                                                         2001        2000        1999            2001        2000        1999
                                                      ---------   ---------   ---------        ------      -------     -------
<S>                                                   <C>         <C>         <C>              <C>         <C>         <C>
COMPONENTS OF NET PERIODIC BENEFIT COST:
Service cost                                          $     40    $     36    $     41         $      9    $    8    $     10
Interest cost                                               42          38          33               14        12          13
Expected return on plan assets                             (50)        (51)        (46)              --        --          --
Amortization of prior service costs                          2           2           1               (6)       (8)         (6)
Amortization of actuarial losses                             1          (4)          1               --        --           3
Amortization of transition gain                             (2)         (2)         (2)              --        --          --
Other plans                                                  2           1           2               --        --          --
Settlement, curtailment and termination benefits             3           3           2               --        --          (1)
                                                      ---------   ---------   ---------        ---------   -------   ---------
Net periodic benefit cost                             $     38    $     23    $     32         $     17    $   12    $     19
                                                      =========   =========   =========        =========   =======   =========


</TABLE>


                                    11


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE F - PENSIONS AND OTHER POSTRETIREMENT BENEFITS - Continued

<TABLE>
<CAPTION>

                                                                     Pension Benefits                          Other Benefits
                                                                  ---------------------                    ---------------------
ACTUARIAL ASSUMPTIONS AT DECEMBER 31:                                2001        2000                        2001        2000
                                                                  ---------   ---------                    ---------   ---------
<S>                                                               <C>         <C>                          <C>         <C>

Discount rate                                                          7.0%        7.5%                         7.0%        7.5%
Expected annual return on plan assets                                  9.5%        9.5%                          N/A        N/A
Increase in compensation rate                                          5.0%        5.0%                         5.0%        5.0%

</TABLE>

For measurement  purposes, a 7.5% annual rate of increase in the per capita
cost of covered  health care  benefits  was assumed for 2002.  The rate was
assumed  to  decrease  gradually  to 5% for 2007 and  remain at that  level
thereafter.

A one-percentage-point change in assumed health care cost trend rates would
have the following effects:

<TABLE>
<CAPTION>

                                                                       1-Percentage                            1-Percentage
                                                                      Point Increase                          Point Decrease
                                                                  ----------------------                  ----------------------
<S>                                                               <C>                       <C>           <C>
                                                                                            (Millions)
Effect on total of service and interest
   cost components                                                     $          5                           $         (4)
Effect on postretirement benefit obligation                                      34                                    (27)

</TABLE>

MAP also contributes to several defined contributions plans for salaried
employees. Contributions to these plans, which for the most part are based on a
percentage of the employees' salaries, totaled $25 million, $21 million and $22
million in 2001, 2000 and 1999, respectively.


NOTE G - INCOME TAXES

The taxable income or loss resulting from operations of MAP, except for several
small subsidiary corporations, is ultimately included in the federal income tax
returns of MOC and Ashland. MAP is, however, subject to taxation in certain
state, local and foreign jurisdictions.

Provisions (credits) for income taxes:

<TABLE>
<CAPTION>

                                                                     Year Ended December 31
                               ------------------------------------------------------------------------------------------
                                                                           (Millions)
                                             2001                         2000                         1999
                               ----------------------------  -----------------------------  -----------------------------
                               CURRENT    DEFERRED   TOTAL   Current   Deferred    Total    Current  Deferred      Total
                               -------    --------   ------  -------   --------  ---------  -------  --------    --------

<S>                            <C>        <C>        <C>     <C>       <C>       <C>        <C>      <C>        <C>
Federal                        $    --    $    --    $   --  $    --   $     --  $     --   $    --  $     (1)  $     (1)
State and local                      8         --         8        5         --         5         1        --          1
Foreign                              1          -         1        2         --         2         2        --          2
                               -------    --------   ------  -------  ---------  ---------  -------  ---------  ---------
Total                          $     9    $     -    $    9  $     7   $     --  $      7   $     3  $     (1)  $      2
                               =======    ========   ======  =======   ========  =========  =======  =========  =========
</TABLE>

Deferred tax liabilities at December 31, 2001 and 2000 of $4 million and $4
million, respectively,  principally arise from differences between the book
and tax basis of  inventories  and property,  plant and  equipment.  Pretax
income in 2001,  2000 and 1999  included  $0  million,  $0  million  and $3
million, respectively, attributable to foreign sources.


                                    12

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE H - INVENTORIES

<TABLE>
<CAPTION>

Inventories consist of the following:
                                                                                                              December 31
                                                                                                     ---------------------------
                                                                                                              (Millions)
                                                                                                         2001            2000
                                                                                                     -----------     -----------
<S>                                                                                                  <C>             <C>

Crude oil and natural gas liquids                                                                    $      654     $       674
Refined products and merchandise                                                                          1,149           1,074
Supplies and sundry items                                                                                    67              76
                                                                                                     -----------    ------------
              Total (at cost)                                                                             1,870           1,824
Less inventory market valuation reserve                                                                      77              --
                                                                                                     -----------    ------------
              Net inventory carrying value                                                           $    1,793     $     1,824
                                                                                                     ===========    ============

</TABLE>

Inventories  of crude  oil and  refined  products  are  valued  by the LIFO
method.  The LIFO method  accounted  for 94% and 95% of total  inventory at
December 31, 2001 and 2000,  respectively.  Current  acquisition costs were
estimated to exceed the above inventory values at December 31, 2000 by $476
million.  Cost of  revenues  was reduced  and income  from  operations  was
increased  by $17  million  in 2001 and $14  million in 2000 as a result of
liquidations of LIFO inventories.

The  inventory  market  valuation  reserve  reflects  the  extent  that the
recorded  LIFO cost  basis of crude oil and  refined  products  inventories
exceeds net realizable value. The reserve is decreased to reflect increases
in market prices and inventory  turnover and increased to reflect decreases
in market prices.  Changes in the inventory market valuation reserve result
in noncash  charges or credits to costs and  expenses.  During 2000,  there
were no charges or credits to costs and expenses.


NOTE I - INVESTMENTS AND LONG-TERM RECEIVABLES

<TABLE>
<CAPTION>
                                                                                                               December 31
                                                                                                     ---------------------------
                                                                                                               (Millions)
                                                                                                         2001            2000
                                                                                                     -----------     -----------
<S>                                                                                                  <C>             <C>

Equity method investments                                                                            $      468      $      104
Receivables due after one year                                                                               23               6
Property exchange trust                                                                                      11               3
                                                                                                     -----------     -----------

              Total                                                                                  $      502      $      113
                                                                                                     ===========     ===========

</TABLE>
<TABLE>
<CAPTION>


The following  represents  summarized  financial  information  of investees
accounted for by the equity method of accounting:

                                                                                               Year Ended December 31
                                                                                      ------------------------------------------
                                                                                                     (Millions)
                                                                                          2001           2000           1999
                                                                                      -----------    -----------     -----------
<S>                                                                                   <C>            <C>             <C>
Income data:
       Revenues                                                                       $     1,462     $      239      $      207
       Operating income                                                                       134             95              78
       Net income                                                                              90             57              44

</TABLE>

<TABLE>
<CAPTION>

                                                                                                              December 31
                                                                                                     ---------------------------
                                                                                                              (Millions)
                                                                                                         2001            2000
                                                                                                     -----------     -----------
<S>                                                                                                  <C>             <C>
Balance sheet data:
       Current assets                                                                                $       389     $       99
       Noncurrent assets                                                                                   2,156            605
       Current liabilities                                                                                   417             93
       Noncurrent liabilities                                                                                859            418

</TABLE>

                                    13




<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE I - INVESTMENTS AND LONG-TERM RECEIVABLES - Continued

MAP's carrying value of its equity method investments is $129 million lower
than  the  underlying  net  assets  of  investees.   Generally  this  basis
difference  is  being  amortized  into  earnings  over  the  lives  of  the
underlying net assets which average approximately 16 years.

In the third  quarter  of 2001,  MAP and Pilot  Corporation  formed a joint
venture  combining  their  travel  center  operations.  The  joint  venture
company,  named Pilot Travel  Centers LLC (PTC),  commenced  operations  on
September  1,  2001  and is  accounted  for  under  the  equity  method  of
accounting.  MAP sales to PTC totaled $210  million in 2001.  There were no
sales to PTC in 2000 or 1999.

Dividends and partnership distributions received from equity investees were
$31  million,  $25  million  and  $18  million  in  2001,  2000  and  1999,
respectively.  MAP purchases from equity investees totaled $53 million, $61
million and $50 million in 2001, 2000 and 1999, respectively.

Principal  unconsolidated equity investees of MAP at December 31, 2001, are
as follows:

<TABLE>
<CAPTION>

                      Company                         Ownership                       Activity
                      -------                         ---------                       --------
              <S>                                       <C>                     <C>
              Pilot Travel Centers LLC                  50.0%                   Travel centers
              Minnesota Pipe Line Company               33.3%                   Crude oil pipeline system
              LOOP LLC                                  46.7%                   Offshore oil port
              Southcap Pipe Line Company                21.6%                   Crude oil pipeline system
              LOCAP LLC                                 49.9%                   Crude oil pipeline system
              Centennial Pipeline LLC                   33.3%                   Refined products pipeline system

</TABLE>


NOTE J - PROPERTY, PLANT AND EQUIPMENT

<TABLE>
<CAPTION>
                                                                                                              December 31
                                                                                                     ---------------------------
                                                                                                              (Millions)
                                                                                                         2001           2000
                                                                                                     -----------     -----------
<S>                                                                                                  <C>             <C>

Refining                                                                                             $    2,821      $    2,555
Marketing                                                                                                 2,005           2,270
Transportation                                                                                            1,382           1,296
Other                                                                                                        31              20
                                                                                                     -----------     -----------
              Total                                                                                       6,239           6,141
Less accumulated depreciation and amortization                                                            2,262           2,119
                                                                                                     -----------     -----------
              Net                                                                                    $    3,977      $    4,022
                                                                                                     ===========     ===========

</TABLE>


Property, plant and equipment at December 31, 2001 and 2000, includes gross
assets  acquired  under  capital  leases  of $8  million  and  $8  million,
respectively,   with  related  amounts  in  accumulated   depreciation  and
amortization of $1 million and $0 million, respectively.


NOTE K - SHORT-TERM DEBT

In July  2001,  MAP  renewed  its $100  million  364-day  revolving  credit
agreement  with a group  of  banks,  which  now  terminates  in July  2002.
Interest is based on defined  short-term  market rates.  During the term of
the agreement,  MAP is required to pay a facility fee on total commitments,
which at December 31, 2001 was 0.11%.  At December 31, 2001,  there were no
borrowings against this facility.  Additionally, MAP has a revolving credit
agreement with Ashland and Marathon as discussed in Note D.


                                    14

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE L - LONG-TERM DEBT

<TABLE>
<CAPTION>
                                                                                                              December 31
                                                                                                     ---------------------------
                                                                                                              (Millions)
                                                                                                         2001           2000
                                                                                                     -----------     -----------
<S>                                                                                                  <C>             <C>

Capital lease obligations                                                                            $        6      $        7
5% Promissory Note due 2009                                                                                   1               1
Revolving credit facilities (a) (b)                                                                          --              --
                                                                                                     -----------     -----------
              Total (c)                                                                              $        7      $        8
                                                                                                     ===========     ===========

</TABLE>

 (a)     MAP has a $350 million  revolving  credit facility with a group of
         banks that  terminates in July 2003.  Interest is based on defined
         short-term market rates. During the term of the agreement,  MAP is
         required  to pay a  variable  facility  fee on total  commitments,
         which at December  31,  2001,  was 0.125%.  At December  31, 2001,
         there were no borrowings or letters of credit outstanding  against
         the revolving credit  facility.  In the event that MAP defaults on
         indebtedness  (as  defined  in the  agreement)  in  excess of $100
         million,  MOC  has  guaranteed  the  payment  of  any  outstanding
         obligations.

 (b)     In 1998,  MAP  entered  into a  revolving  credit  agreement  with
         Marathon and Ashland for $500 million that  terminated on December
         31, 1998, and which was renewed on an uncommitted  basis for 1999.
         This agreement expired on December 31, 1999, but has been extended
         with an  expiration  date of March 15, 2002.  Interest is based on
         defined  short-term market rates. At December 31, 2001, the unused
         and available credit was $500 million.

 (c)     Required  payments of long-term debt for the years 2004,  2005 and
         2006 are $1 million, $1 million and $1 million,  respectively.  No
         other significant payments of long-term debt are required in other
         years.



NOTE M - SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                                                 Year Ended December 31
                                                                                      ------------------------------------------
                                                                                                       (Millions)
                                                                                          2001           2000           1999
                                                                                      -----------    -----------     -----------
<S>                                                                                   <C>            <C>             <C>
CASH PROVIDED FROM OPERATING ACTIVITIES INCLUDES:
       Interest and other financial costs paid                                        $       (2)    $       (3)     $       (2)
       Income taxes paid                                                                      (5)            (5)             (5)
NON-CASH INVESTING AND FINANCING ACTIVITIES:
       Liabilities assumed in acquisitions                                                    --             --              16
       Net assets contributed to joint ventures                                              246             --              --

</TABLE>


NOTE N - LEASES

Future  minimum   commitments  for  capital  and  operating  leases  having
noncancelable lease terms in excess of one year are as follows:

<TABLE>
<CAPTION>

                                                                       Capital          Operating
                                                                       Leases            Leases
                                                                     -----------      -----------
                                                                                (Millions)
<S>                                                                  <C>              <C>

2002                                                                 $        1       $       45
2003                                                                          1               33
2004                                                                          1               23
2005                                                                          1               12
2006                                                                          1                8
Later years                                                                   4               40
Sublease rentals                                                             --               (2)
                                                                     -----------      -----------

       Total minimum lease payments                                           9       $      159
                                                                                      ===========

Less imputed interest costs:                                                 (3)
                                                                     -----------
       Present value of minimum lease payments
       included in long-term debt                                    $        6
                                                                     ===========

                                    15

</TABLE>
<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued


NOTE N - LEASES - Continued

<TABLE>
<CAPTION>

Operating lease rental expense:
                                                                                                Year Ended December 31
                                                                                      ------------------------------------------
                                                                                                       (Millions)
                                                                                          2001           2000           1999
                                                                                      -----------    -----------     -----------
<S>                                                                                   <C>            <C>             <C>

Minimum rental                                                                        $       73     $       73      $       66
Contingent rental                                                                             13             10              11
Sublease rentals                                                                              (2)            (6)             (6)
                                                                                      -----------    -----------     -----------
              Net rental expense                                                      $       84     $       77      $       71
                                                                                      ===========    ===========     ===========

</TABLE>


MAP leases a wide  variety of  facilities  and  equipment  under  operating
leases,  including land and building space,  office  equipment,  production
facilities and  transportation  equipment.  Most  long-term  leases include
renewal options and, in certain leases, purchase options.


NOTE O - DERIVATIVE INSTRUMENTS

The  following  table sets forth  quantitative  information  by category of
derivative  instrument  at  December  31,  2001.  The  amounts  exclude the
variable margin deposit balances held in various  brokerage  accounts.  MAP
did not have any foreign currency contracts in place at December 31, 2001.

<TABLE>
<CAPTION>


                                                                      Fair           Fair          Carrying        Carrying
                                                                     Value          Value           Value            Value
(In Millions)                                                       Assets(a)   (Liabilities)(a)     Assets(b)   (Liabilities)(b)
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>            <C>            <C>               <C>
NON-HEDGE DESIGNATION (c) :
       Exchange-traded commodity futures                          $        7      $      (16)    $          7     $      (16)
       Exchange-traded commodity options                                  15             (10)              15            (10)
       OTC commodity swaps                                                 5              (6)               5             (6)
       OTC commodity options                                               0              (1)               0             (1)

</TABLE>

(a)      The fair  value  amounts  for OTC  positions  are based on various
         indices  or  dealer  quotes.  The fair  value  of  exchange-traded
         positions are based on market price changes for each commodity.

(b)      The  carrying  values   represent  the  value  of  the  derivative
         instruments.   This  excludes  any  margin  deposit  amounts  with
         respective brokers.  These amounts are reflected on a gross basis.
         MAP's   consolidated   balance   sheet  is   reflected  on  a  net
         asset/(liability)  basis,  as  permitted  by  the  master  netting
         agreements, by brokerage firm.

(c)      The table excludes nontraditional derivative instruments which are
         created due to netting of physical  receipts and delivery  volumes
         with the same  counterparty.  At December 31, 2001, the fair value
         of these assets and  liabilities  was $13 million and $13 million,
         respectively.

MAP  recorded  a net  derivative  gain  of $209  million  in  2001,  with a
derivative  gain of  $226  million  recorded  in  cost  of  revenues  and a
derivative loss of $17 million recorded in revenues.  In 2000, MAP recorded
a derivative  loss of $205 million,  with $111 million  recorded in cost of
revenues  and  $94  million  recorded  in  revenues.  MAP  recorded  a  net
derivative  gain of $20  million  in 1999,  with a  derivative  gain of $23
million  recorded in cost of revenues and a  derivative  loss of $3 million
recorded in revenues.



NOTE P - FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying  value of most financial  instruments  are based on historical
costs.  The  carrying  values  of cash and cash  equivalents,  receivables,
payables,  long-term  receivables and long-term debt approximate their fair
value.

MAP's unrecognized  financial  instruments consist of financial  guarantees
and  commitments  to extend credit.  It is not  practicable to estimate the
fair value of these forms of financial instrument obligations because there
are no quoted market prices for  transactions  which are similar in nature.
For details relating to financial guarantees, see Note Q.

                                    16

<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENETS - Continued


NOTE Q - CONTINGENCIES AND COMMITMENTS

MAP is the subject of, or party to, a number of pending or threatened legal
actions,  contingencies  and  commitments  involving  a variety of matters,
including  laws and  regulations  relating to the  environment.  Certain of
these  matters  are  discussed  below.  The  ultimate  resolution  of these
contingencies could,  individually or in the aggregate,  be material to the
MAP financial statements. However, management believes that MAP will remain
a viable and  competitive  enterprise even though it is possible that these
contingencies could be resolved unfavorably.

ENVIRONMENTAL MATTERS - MAP is subject to federal, state, local and foreign
laws and  regulations  relating to the  environment.  These laws  generally
provide for control of pollutants released into the environment and require
responsible  parties to undertake  remediation of hazardous  waste disposal
sites.  Penalties  may be imposed for  noncompliance.  Marathon and Ashland
have retained the  liabilities,  subject to certain  thresholds,  for costs
associated  with  remediating  properties  conveyed  to MAP for  conditions
existing  prior to  January  1,  1998.  The  costs  associated  with  these
thresholds are not expected to be material to the MAP financial statements.
At December 31, 2001 and 2000,  MAP's accrued  liabilities  for remediation
totaled $13  million and $10  million,  respectively.  It is not  presently
possible to estimate  the  ultimate  amount of all  remediation  costs that
might be incurred or the  penalties  that may be imposed.  Receivables  for
recoverable  costs from certain states,  under programs to assist companies
in clean  up  efforts  related  to  underground  storage  tanks  at  retail
marketing outlets,  were $7 million and $4 million at December 31, 2001 and
2000, respectively.

MAP has made substantial capital  expenditures to bring existing facilities
into  compliance  with various laws relating to the  environment.  In 2001,
2000 and 1999, such capital expenditures for environmental controls totaled
$37 million,  $47 million and $24 million,  respectively.  MAP  anticipates
making  additional  such  expenditures  in the future;  however,  the exact
amounts  and  timing of such  expenditures  are  uncertain  because  of the
continuing evolution of specific regulatory requirements.

On May  11,  2001,  MAP  entered  into  a  consent  decree  with  the  U.S.
Environmental Protection Agency which commits it to complete certain agreed
upon  environmental  programs over an eight-year  period primarily aimed at
reducing air  emissions at its seven  refineries.  This consent  decree was
approved by the court on August 28,  2001.  The current  estimated  cost to
complete these programs is approximately  $300 million in expenditures over
the next seven  years.  In  addition,  MAP is required to complete  certain
agreed upon supplemental  environmental projects as part of this settlement
of an enforcement action for alleged Clean Air Act violations, at a current
estimated cost of $8 million.

GUARANTEES  - At  December  31,  2001 and  2000,  MAP's  pro rata  share of
obligations  of  LOCAP  LLC and  Southcap  Pipe  Line  Company  secured  by
throughput and deficiency  agreements  totaled $14 million and $14 million,
respectively. Under the agreements, MAP is required to advance funds if the
investees  are unable to service  debt.  Any such  advances  are treated as
prepayments of future transportation charges.

At December 31, 2001,  MAP had  guaranteed  the repayment of $35 million of
the  outstanding   balance  of  Centennial   Pipeline  LLC's  Master  Shelf
Agreement.  Once  Centennial  Pipeline  commences  operations  and achieves
certain financial targets, MAP's guarantee will be released.

CONCENTRATION  OF CREDIT  RISK - MAP is exposed to credit risk in the event
of  nonpayment  by  counterparties,  a  significant  portion  of which  are
concentrated  in  energy  related  industries.   The   creditworthiness  of
customers  and  other  counterparties  is  subject  to  continuing  review,
including  the use of master  netting  agreements,  where  appropriate.  No
single customer accounts for more than 5% of annual gross revenues.

COMMITMENTS - At December 31, 2001 and 2000, MAP's contract commitments for
capital expenditures for property,  plant and equipment totaled $87 million
and $89 million, respectively.

In May 2001, MAP entered into a  Transportation  Agreement with  Centennial
Pipeline  LLC in  which  MAP  guarantees  to ship  certain  volumes  on the
Centennial system or make deficiency payments for any volume shortfall. Any
deficiency  payment made by MAP will be treated as a  prepayment  of future
transportation charges.

PUT/CALL  AGREEMENT - As part of the formation of Pilot Travel  Centers LLC
(PTC),  MAP and Pilot  Corporation  (Pilot)  entered  into a  Put/Call  and
Registration Rights Agreement (Agreement).  The Agreement provides that any
time after September 1, 2006, Pilot can sell its interest in PTC to MAP for
an amount of cash and/or MOC, MAP or Ashland equity securities equal to the
product of

                                     17


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENETS - Continued


NOTE Q - CONTINGENCIES AND COMMITMENTS - Continued

90% (95% if paid in securities) of the fair market value of PTC at the time
multiplied  by  Pilot's  percentage  interest  in PTC.  At any  time  after
September  1, 2011,  under  certain  conditions  MAP will have the right to
purchase  Pilot's  interest in PTC for an amount of cash and/or MOC, MAP or
Ashland  equity  securities  equal to the  product of 105% (110% if paid in
securities)  of the fair  market  value of PTC at the  time  multiplied  by
Pilot's percentage interest in PTC.


                                    18





<PAGE>


                                 EXHIBIT INDEX


NO.                              DESCRIPTION
---                              -----------

23.2                             Consent of PricewaterhouseCoopers LLP

<PAGE>