EXHIBIT 10.15


                       FORM OF RESTRICTED STOCK AGREEMENT


Name of Company:                      ASHLAND  INC.

Name of Participant:

Number of Shares of Ashland Inc.
    Common Stock

Par Value Per Share:                  $1.00

Vesting Schedule:


Date of Award:



         WHEREAS, Ashland Inc. (hereinafter called "Ashland") desires to award
to the above-named Participant (hereinafter called the "Participant"), ______
shares of Ashland Common Stock, par value $1.00 per share, subject to certain
restrictions (hereinafter called "Restricted Stock"), pursuant to the Amended
and Restated Ashland Inc. Incentive Plan (hereinafter called the "Plan"), in
order to provide the Participant with an additional incentive to continue
his/her services to Ashland and to continue to work for the best interests of
Ashland;

         NOW, THEREFORE, Ashland hereby confirms this award to the Participant,
as a matter of separate agreement and not in lieu of salary or any other
compensation for services, of the number of shares of Restricted Stock set forth
above, subject to and upon all the terms, provisions and conditions contained
herein and in the Plan, which is incorporated by reference. Full details of the
Plan are in the legal text of the Plan. If there are any differences between the
general description of the restrictions offered herein and the legal text of the
Plan, the Plan governs.

         Your award will be evidenced by the issuance of Restricted Stock
Certificates. Each certificate issued in respect of shares of Restricted Stock
shall be registered in the name of the Participant, but held in the custody of
Ashland along with a copy of an executed Stock Power (the form of which is
attached hereto as Exhibit A), and shall bear the following legend:

         "The transferability of this certificate and the shares of stock
         represented hereby are subject to the terms and conditions (including
         forfeitures) contained in the Amended and Restated Ashland Inc.
         Incentive Plan and an Agreement entered into between the registered
         owner and Ashland Inc."

         The Restricted Stock will vest according to the Vesting Schedule and
may not be sold, assigned, transferred, pledged, or otherwise encumbered (except
to the extent such shares shall have vested) until such date. Unless otherwise
determined and directed by the Personnel and Compensation Committee (the
"Committee"), in the case of the Participant's termination for any reason prior
to the lapse of all restrictions on the Restricted Stock, all such Restricted
Stock which has not vested will be forfeited. Except for such restrictions
described above, the Participant will have all rights of a shareholder with
respect to the shares of Restricted Stock including, but not limited to, the
right to vote and to receive dividends if and when paid.

         Six months prior to each Vesting Date, the Participant may elect to
defer some or all of the shares of Restricted Stock that vest into a
hypothetical stock fund in the Ashland Inc. Deferred Compensation Plan
("Deferred Compensation Plan") in the form of Common Stock Units (the "Common
Stock Units"). Common Stock Units in the Deferred Compensation Plan have no
voting rights. However, the Common Stock Units have the right to receive
dividends if and when paid and those dividends will be automatically deferred.
Distribution will be made in accordance with the Participant's election under
the Deferred Compensation Plan. Currently, distribution of Common Stock Units
must be made in shares of Ashland Common Stock.

         If you elect to defer all of the shares of Restricted Stock, you will
owe federal employment taxes, and depending on your city and county of
residence, local income taxes at the Vesting Date. If you elect to defer a
portion of the shares, you will owe federal, state and local income taxes and
federal employment taxes on the portion of shares you receive, and federal
employment taxes, and depending on your city and county of residence, local
income taxes on the shares you defer, at the Vesting Date. If you do not elect
to defer any of the shares, you will owe federal, state and local income taxes
and employment taxes on all of the shares at the Vesting Date. The amount of
taxes due in each instance is based on the fair market value of the shares on
the Vesting Date.

         Nothing contained in this Agreement or in the Plan shall confer upon
the Participant any right to remain in the service of Ashland.

         Subject to the terms and conditions specified herein and of the Plan,
the Restricted Stock shall be confirmed by execution of this Agreement and
delivery thereof no later than _________________, to Ashland, which is located
at 3499 Blazer Parkway, Lexington, KY 40509 Attention: Kristie Ptasnik
(inter-company LA-1N). The right to the Restricted Stock under the Plan shall
expire if not accepted within forty-five (45) days after the date of the award
of Restricted Stock as set forth above.


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         IN WITNESS WHEREOF, ASHLAND has caused this instrument to be executed
and delivered effective as of the day and year first above written. This
Restricted Stock Agreement shall not be valid unless signed by a Vice President,
Human Resources of Ashland.

                                           ASHLAND  INC.


                                           By: _________________________
                                           Vice President, Human Resources





         I hereby elect to receive my award of Restricted Stock subject to the
terms and conditions of the Amended and Restated Ashland Inc. Incentive Plan. My
election to accept the award of Restricted Stock is effective October 1, 2004.






Date:  ________________                         _____________________________
                                                Employee Name


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STOCK POWER                                                       Exhibit A


FOR VALUE  RECEIVED,  _______________________  hereby  sells,  assigns  and
transfers unto  _________________________________  (_______)  Shares of the
Capital   Stock   of   ___________________________________    standing   in
__________________________     name     on    the     books     of     said
________________________  represented by Certificate No. _________ herewith
and do hereby  irrevocably  constitute and appoint  _______________________
attorney  to  transfer  the said  stock on the  books of the  within  named
Company with full power of substitution in the premises.

Dated: __________, ____                 ____________________________________




Signature Guaranteed By:

Not Required
                                                    (Name of Bank)


                                        By:-----------------------------------
                                                  (Signature of Officer)
                                                  (Title of Officer)

TO BE EXECUTED BY A DULY AUTHORIZED
OFFICER OF THE BANK