SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549

                                FORM 10-K/A

                              AMENDMENT NO. 2

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

                FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2003

                       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 annual
report on Form 10-K or any amendment to this annual report on Form 10-K. [x]

     Indicate by check mark whether the Registrant is an accelerated  filer
(as defined in Rule 12b-2 of the Act). Yes [x] No

     At October  31,  2003,  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  $2,549,347,022.  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,  2003,  there were  68,603,477  shares of  Registrant's
common stock outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE

     Portions of  Registrant's  definitive  Proxy Statement for its January
29, 2004 Annual Meeting of Shareholders  are incorporated by reference into
Part III.

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                              EXPLANATORY NOTE

     This amendment to the Annual Report on Form 10-K/A for the fiscal year
ended  September  30, 2003 of Ashland  Inc.  ("Ashland")  is being filed to
include as exhibits the consents of Tillinghast-Towers Perrin and Hamilton,
Rabinovitz  &  Alschuler,  Inc. 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.

                                  PART IV

ITEM 15. 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  in this  annual  report on Form 10-K are  listed in the
index on page F-1.

     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  -  Third Restated Articles of Incorporation of Ashland (filed
                 as Exhibit 3 to Ashland's  Form 10-Q for the quarter ended
                 June 30, 2002 and incorporated herein by reference).

        3.2   -  By-laws of Ashland,  effective  as of November  15, 2002
                 (filed as Exhibit 3.2 to Ashland's  annual  report on Form
                 10-K for the fiscal  year  ended  September  30,  2002 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  (filed  as  Exhibit  4.2 to
                 Ashland's  annual  report on Form 10-K for the fiscal year
                 ended  September  30,  2001  and  incorporated  herein  by
                 reference).

         4.3  -  Indenture,  dated  as of  September  7,  2001,  between
                 Ashland and U.S.  Bank  National  Association,  as Trustee
                 (filed as Exhibit 4.3 to Ashland's  annual  report on Form
                 10-K for the fiscal  year  ended  September  30,  2001 and
                 incorporated herein by reference).

         4.4  -  Rights  Agreement,  dated as of May 16,  1996,  between
                 Ashland Inc. and the Rights  Agent,  together with Form of
                 Right  Certificate  (filed  as  Exhibit  4.4 to  Ashland's
                 annual  report  on Form  10-K for the  fiscal  year  ended
                 September 30, 2001 and incorporated herein by reference).

     The following  Exhibits 10.1 through 10.12 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  annual  report on 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-Q
                 for the  quarter  ended  June 30,  2003  and  incorporated
                 herein by reference).


<PAGE>



        10.3  -  Ashland  Inc.  Deferred  Compensation  Plan  (filed  as
                 Exhibit 10.1 to Ashland's  Form 10-Q for the quarter ended
                 June 30, 2003 and incorporated herein by reference).

        10.4  -  Eleventh Amended and Restated Ashland Inc.  Supplemental
                 Early  Retirement  Plan for  Certain  Employees  (filed as
                 Exhibit 10.3 to Ashland's  Form 10-Q for the quarter ended
                 June 30, 2003 and incorporated herein by reference).

        10.5  -  Ashland Inc. Salary  Continuation Plan (filed as Exhibit
                 10.5 to  Ashland's  annual  report  on Form  10-K  for the
                 fiscal  year ended  September  30,  2002 and  incorporated
                 herein by reference).

        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  annual report on Form
                 10-K for the fiscal  year  ended  September  30,  2002 and
                 incorporated herein by reference).

        10.7  -  Form of  Indemnification  Agreement between Ashland Inc.
                 and members of its Board of Directors.

        10.8  -  Ashland Inc. Nonqualified Excess Benefit Pension
                 Plan (filed as Exhibit 10.4 to Ashland's Form 10-Q for the
                 quarter  ended June 30,  2003 and  incorporated  herein by
                 reference).

        10.9  -  Ashland Inc. Directors'  Charitable Award Program (filed
                 as Exhibit  10.11 to Ashland's  annual report on Form 10-K
                 for  the  fiscal  year  ended   September   30,  2002  and
                 incorporated herein by reference).

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

        10.11 -  Ashland Inc. 1997 Stock Incentive Plan (filed as Exhibit
                 10.14 to  Ashland's  annual  report  on Form  10-K for the
                 fiscal  year ended  September  30,  2002 and  incorporated
                 herein by reference).

        10.12 -  Amended and Restated Ashland Inc.  Incentive Plan (filed
                 as Exhibit  10.15 to Ashland's  annual report on Form 10-K
                 for  the  fiscal  year  ended   September   30,  2002  and
                 incorporated herein by reference).

        10.13 -  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 annual report on
                 Form 10-K for the fiscal year ended September 30, 1999 and
                 incorporated herein by reference).

        10.14 -  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
                 annual  report  on 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 F-9
                 of this annual report on Form 10-K).

        12    -  Computation of Ratio of Earnings to Fixed Charges.

        21    -  List of subsidiaries.

        23.1  -  Consent of independent auditors.

        23.2  -  Consent of PricewaterhouseCoopers LLP.

        23.3* -  Consent of Tillinghast-Towers Perrin.

        23.4* -  Consent of Hamilton, Rabinovitz & Alschuler, Inc.

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

        31.1* -  Certificate of James J. O'Brien, Chief Executive Officer
                 of Ashland,  pursuant to Section 302 of the Sarbanes-Oxley
                 Act of 2002.

        31.2* -  Certificate of J. Marvin Quin,  Chief Financial  Officer
                 of Ashland,  pursuant to Section 302 of the Sarbanes-Oxley
                 Act of 2002.


<PAGE>



        32*   -  Certificate of James J. O'Brien, Chief Executive Officer
                 of Ashland, and J. Marvin Quin, Chief Financial Officer of
                 Ashland, pursuant to Section 906 of the Sarbanes-Oxley Act
                 of 2002.

         *Filed herewith

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

     (b) Reports on Form 8-K

     During the quarter ended September 30, 2003, and between such date and
the filing of the annual  report on Form 10-K,  Ashland  filed or furnished
the following reports on Form 8-K.

     (1) A report on Form 8-K dated July 18, 2003 reporting the filing of a
lawsuit by a third party seeking,  among other remedies,  a preliminary and
permanent  injunction  preventing the  consummation of the proposed sale of
the net assets of  Ashland's  Electronic  Chemicals  business  and  certain
related subsidiaries.

     (2) A report on Form 8-K dated July 22, 2003 reporting Ashland's third
quarter results.

     (3) A report on Form 8-K dated July 23, 2003  containing  a Regulation
FD disclosure.

     (4) A report on Form 8-K dated August 20, 2003  reporting that Ashland
had signed a definitive  agreement to sell the net assets of its Electronic
Chemicals business group to Air Products and Chemicals, Inc.

     (5) A report on Form 8-K dated August 27, 2003 containing a Regulation
FD disclosure.

     (6) A report on Form 8-K dated August 29, 2003  reporting that Ashland
had completed the sale of its  Electronic  Chemicals  business group to Air
Products and Chemicals, Inc.

     (7) A report on Form 8-K dated October 1, 2003 containing a Regulation
FD disclosure.

     (8) A report on Form 8-K dated  October 21, 2003  reporting  Ashland's
fourth quarter and fiscal 2003 results.

     (9) A  report  on  Form  8-K  dated  October  23,  2003  containing  a
Regulation FD disclosure.

     (10) A report on Form 8-K dated  November  26,  2003,  as amended by a
Form 8-K/A dated November 26, 2003, containing a Regulation FD disclosure.


<PAGE>


                                 SIGNATURES

     Pursuant to the  requirements of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  registrant  has duly  caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.

                                           ASHLAND INC.
                                           (Registrant)
                                           By:


                                           /s/ J. Marvin Quin
                                           -----------------------------------
                                           J. Marvin Quin
                                           Senior Vice President and Chief
                                           Financial Officer

                                           Date:  November 8, 2004


<PAGE>


                               EXHIBIT INDEX

        23.3     Consent of Tillinghast-Towers Perrin.

        23.4     Consent of Hamilton, Rabinovitz & Alschuler, Inc.

        31.1  -  Certificate of James J. O'Brien, Chief Executive Officer
                 of Ashland,  pursuant to Section 302 of the Sarbanes-Oxley
                 Act of 2002.

        31.2  -  Certificate of J. Marvin Quin,  Chief Financial  Officer
                 of Ashland,  pursuant to Section 302 of the Sarbanes-Oxley
                 Act of 2002.

        32    -  Certificate of James J. O'Brien, Chief Executive Officer
                 of Ashland, and J. Marvin Quin, Chief Financial Officer of
                 Ashland, pursuant to Section 906 of the Sarbanes-Oxley Act
                 of 2002.