EXHIBIT 24
                             POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned Directors and
Officers of ASHLAND INC., a Kentucky corporation, which is about to file an
Annual  Report on Form 10-K with the  Securities  and  Exchange  Commission
under the  provisions of the  Securities  Exchange Act of 1934, as amended,
hereby  constitutes  and appoints  JAMES J. O'BRIEN,  DAVID L. HAUSRATH and
LINDA  L.   FOSS,   and  each  of  them,   his  or  her  true  and   lawful
attorneys-in-fact  and agents, with full power to act without the others to
sign and file such Annual  Report and the exhibits  thereto and any and all
other documents in connection  therewith,  and any such amendments thereto,
with the Securities and Exchange Commission,  and to do and perform any and
all acts and things  requisite and necessary to be done in connection  with
the  foregoing  as fully as he or she might or could do in  person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue hereof.

Dated:  November 7, 2002


/s/ James J. O'Brien                            /s/ Bernadine P. Healy
---------------------------------------         --------------------------------
James J. O'Brien, Chairman of the Board         Bernadine P. Healy, Director
and Chief Executive Officer


/s/ J. Marvin Quin                              /s/ Mannie L. Jackson
---------------------------------------         --------------------------------
J. Marvin Quin, Senior Vice President           Mannie L. Jackson, Director
and Chief Financial Officer


/s/ Kenneth L. Aulen                            /s/ Patrick F. Noonan
---------------------------------------         --------------------------------
Kenneth L. Aulen, Administrative Vice           Patrick F. Noonan, Director
President, Controller and Principal
Accounting Officer


/s/ Samuel C. Butler                            /s/ Jane C. Pfeiffer
---------------------------------------         --------------------------------
Samuel C. Butler, Director                      Jane C. Pfeiffer, Director


/s/ Frank C. Carlucci                           /s/ William L. Rouse, Jr.
---------------------------------------         --------------------------------
Frank C. Carlucci, Director                     William L. Rouse, Jr., Director


/s/ Ernest H. Drew                              /s/ Theodore M. Solso
---------------------------------------         --------------------------------
Ernest H. Drew, Director                        Theodore M. Solso, Director


/s/ James B. Farley                             /s/ Michael J. Ward
---------------------------------------         --------------------------------
James B. Farley, Director                       Michael J. Ward, Director


/s/ Roger W. Hale
---------------------------------------
Roger W. Hale, Director


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                                ASHLAND INC.
                     Certificate of Assistant Secretary


     The undersigned hereby certifies that she is an Assistant Secretary of
Ashland  Inc., a Kentucky  corporation  (the  "Corporation"),  and that, as
such,  she is  authorized  to  execute  this  Certificate  on behalf of the
Corporation and further certifies that:

(a)      Attached  hereto  as  Exhibit A is a true and  correct  copy of an
         excerpt  from the minutes of the meeting of the Board of Directors
         of the Corporation held on November 7, 2002, setting forth certain
         actions  taken at such  meeting,  and the powers  and  authorities
         granted  pursuant to such actions have at all times been in effect
         without  amendment,   waiver,  rescission  or  modification  since
         November 7, 2002.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed the seal
of the Corporation on this 2nd day of December, 2002.


                             /s/ Linda L. Foss
                             ------------------------
                             Linda L. Foss
                             Assistant Secretary

[SEAL]



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                                 Exhibit A
                         Annual Report on Form 10-K

RESOLVED,  that the  Corporation's  Annual  Report  to the  Securities  and
Exchange  Commission (the "SEC") on Form 10-K (the "Form 10-K") in the form
previously  circulated to the Board in preparation for this meeting be, and
it hereby is,  approved with such changes as the Chief  Executive  Officer,
any Vice President, the Secretary or the Corporation's counsel ("Authorized
Persons") shall approve, the execution and filing of the Form 10-K with the
SEC to be conclusive  evidence of such approval;  provided,  however,  that
without  derogating  from the binding effect of the above, it is understood
that an Authorized Person shall cause the distribution  prior to the filing
with the SEC, of a copy of such Form 10-K to the directors in substantially
that form  which is to be filed with the SEC and that each  director  shall
have the  opportunity  to review with and comment to an  Authorized  Person
prior to such filing;

FURTHER RESOLVED,  that the Authorized  Persons be, and each of them hereby
is,  authorized  to file  with  the SEC the Form  10-K  and any  amendments
thereto on Form 10-K/A and/or any other applicable form; and

FURTHER RESOLVED,  that the Authorized  Persons be, and each of them hereby
is, authorized to take all such further actions as in their judgment may be
necessary  or  advisable  to  accomplish  the  purposes  of  the  foregoing
resolutions.


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