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                     SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C. 20549


                                 FORM 10-K

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


                FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2000

                       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,  2000,  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  $2,268,150,178.  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,  2000,  there were  69,669,072  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, 2000 are  incorporated by reference into Parts I,
II and IV.

     Portions of  Registrant's  definitive  Proxy Statement for its January
25, 2001 Annual Meeting of Shareholders  are incorporated by reference into
Part III.

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                             TABLE OF CONTENTS
                                                                           Page


PART I
     Item 1.    Business ..................................................  1
                    Corporate Developments.................................  1
                    APAC...................................................  2
                    Ashland Distribution...................................  2
                    Ashland Specialty Chemical.............................  3
                    Valvoline..............................................  4
                    Refining and Marketing.................................  5
                    Miscellaneous..........................................  8
     Item 2.    Properties................................................. 10
     Item 3.    Legal Proceedings.......................................... 11
     Item 4.    Submission of Matters to a
                  Vote of Security Holders................................. 11
     Item X.    Executive Officers of Ashland.............................. 11

PART II
     Item 5.    Market for Registrant's Common Stock and Related
                  Security Holder Matters.................................. 12
     Item 6.    Selected Financial Data.................................... 12
     Item 7.    Management's Discussion and Analysis of Financial
                  Condition and Results of Operations...................... 12
     Item 7A.   Quantitative and Qualitative Disclosures About Market Risk  13
     Item 8.    Financial Statements and Supplementary Data...............  13
     Item 9.    Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure..................  13
PART III
     Item 10.   Directors and Executive Officers of the Registrant........  13
     Item 11.   Executive Compensation....................................  13
     Item 12.   Security Ownership of Certain Beneficial
                  Owners and Management...................................  13
     Item 13.   Certain Relationships and Related Transactions............  13

PART IV
     Item 14.   Exhibits, Financial Statement Schedules and Reports
                  on Form 8-K.............................................  14

<PAGE>
                                   PART I

ITEM 1. BUSINESS

     Ashland Inc. is a Kentucky corporation, organized on October 22, 1936,
with  its  principal   executive  offices  located  at  50  E.  RiverCenter
Boulevard,  Covington,  Kentucky 41011 (Mailing Address:  50 E. RiverCenter
Boulevard, P.O. Box 391, Covington,  Kentucky 41012-0391) (Telephone: (859)
815-3333).  The terms  "Ashland" and the  "Company" as used herein  include
Ashland Inc. and its  consolidated  subsidiaries,  except where the context
indicates otherwise.

     Ashland's  businesses are grouped into five industry  segments:  APAC,
Ashland  Distribution,  Ashland Specialty Chemical,  Valvoline and Refining
and  Marketing.  Financial  information  about these segments for the three
fiscal  years ended  September  30, 2000 is set forth on pages 48 and 49 of
Ashland's Annual Report to Shareholders for the fiscal year ended September
30, 2000 ("Annual Report").

     APAC performs contract construction work, including highway paving and
repair,  excavation  and  grading,  and bridge  construction,  and produces
asphaltic and ready-mix concrete,  crushed stone and other aggregate in the
southern and midwestern United States.

     Ashland  Distribution  distributes  industrial  chemicals,   solvents,
plastics,  fiber  reinforcements  and fine ingredients in North America and
plastics in Europe.  Ashland  Specialty  Chemical  manufactures and sells a
wide variety of performance  chemicals,  resins,  products and services and
certain petrochemicals.

     Valvoline  is a marketer of  premium-branded,  packaged  motor oil and
automotive chemicals,  automotive appearance products, antifreeze, filters,
rust  preventives  and coolants.  In addition,  Valvoline is engaged in the
"fast oil change"  business  through outlets  operating under the Valvoline
Instant Oil Change(R) name.

     Marathon Ashland Petroleum LLC ("MAP"),  a joint venture with Marathon
Oil  Company,  operates  seven  refineries  with a total crude oil refining
capacity  of 935,000  barrels per day.  Refined  products  are  distributed
through a network of independent and company-owned  outlets in the Midwest,
the upper Great Plains and the  southeastern  United  States.  Marathon Oil
Company  has a 62%  interest  in MAP,  and  Ashland  holds a 38%  interest.
Ashland accounts for its investment in MAP using the equity method.

     At September 30, 2000,  Ashland and its consolidated  subsidiaries had
approximately 25,800 employees (excluding contract employees).

                           CORPORATE DEVELOPMENTS

     On March  27,  2000,  Ashland  distributed  17.4  million  of its 22.1
million shares of Common Stock of Arch Coal, Inc. to Ashland's shareholders
of record on March 24, 2000, in the form of a taxable dividend.  Each share
of Ashland Common Stock received 0.246097 shares of Arch Coal Common Stock.
In  addition,  Ashland  shareholders  received  $7.1875  per  share for any
fractional shares of Arch Coal Common Stock, which was determined to be the
value of Arch Coal  Common  Stock on the record  date.  Ashland  intends to
dispose of its remaining 4.7 million  shares of Arch Coal Common Stock in a
transaction or  transactions  that qualify as a sale for federal income tax
purposes  by  March  2001.  On  September  6,  2000,   Arch  Coal  filed  a
registration  statement  under the Securities Act of 1933, as amended,  for
the sale of these shares by Ashland in a secondary offering. As a result of
the  distribution,  Ashland now accounts for its investment in Arch Coal as
discontinued operations with prior periods restated.




                                     1
<PAGE>
                                    APAC

      The APAC group of  companies  is the  nation's  largest  asphalt  and
concrete paving company and is a major supplier of construction  materials.
APAC performs construction work, such as paving,  repairing and resurfacing
highways,  streets,  airports,  residential  and  commercial  developments,
sidewalks  and  driveways,  and  grading  and base work.  In  addition,  it
performs a number of  construction  services such as excavation and related
activities  in  the  construction  of  bridges  and  structures,   drainage
facilities and underground utilities. APAC conducts its business through 48
divisions operating in 14 southern and midwestern states.  Distinguished by
their local  identities,  these divisions  provide  construction  services,
technologies  and materials  throughout  the regions in which they operate.
These  divisions  are  supported  by  a  team  of  strategic  managers  and
administrative support staff in Atlanta, Georgia.

     To  deliver  its  services  and  products,   APAC  utilizes  extensive
aggregate-producing properties and construction equipment. It currently has
32 permanent  operating  quarry  locations,  55 other aggregate  production
facilities,  66 ready-mix concrete plants, 243 hot-mix asphalt plants and a
fleet of over 17,000 mobile equipment units,  including heavy  construction
equipment  and  transportation-related  equipment.  As a result  of  recent
acquisition  activities,  APAC has become  more  vertically  integrated  in
certain market areas with aggregate,  asphalt and ready-mix operations, all
complementing one another.

     Raw aggregate generally consists of sand, gravel,  granite,  limestone
and sandstone.  About 30% of the raw aggregate  produced by APAC is used in
APAC's  own  contract  construction  work  and the  production  of  various
processed construction  materials.  The remainder is sold to third parties.
APAC also  purchases  substantial  quantities of raw  aggregate  from other
producers   whose  proximity  to  the  job  site  renders  it  economically
attractive.  Most other raw  materials,  such as liquid  asphalt,  portland
cement and reinforcing steel, are purchased from third parties. APAC is not
dependent upon any one supplier or customer.

     APAC  has   customers   in  both  the  public  and  private   sectors.
Approximately  68% of APAC's revenues are derived directly from highway and
other public sector sources.  The other 32% are derived from industrial and
commercial  customers,  private  developers  and other  contractors  to the
public sector.  The 1998 highway funding  authorization  package  increased
federal  funding for highways by $54 billion over a six-year  period.  More
importantly,  the states in which APAC  operates  should see an increase in
average annual funding of 60% based on current estimates.

     Climate and weather  significantly affect revenues in the construction
business.  Due to its  location,  APAC  tends  to enjoy a  relatively  long
construction  season.  Most of APAC's  operating income is generated during
the construction period of May to October.

     Total  backlog at September 30, 2000 was $1,397  million,  compared to
$948 million at September 30, 1999. APAC includes a construction project in
its backlog  when a contract is awarded or a firm letter of  commitment  is
obtained  and  funding is in place.  The backlog at  September  30, 2000 is
considered  firm,  and a major  portion is expected to be completed  during
fiscal 2001.

                            ASHLAND DISTRIBUTION

     Ashland   Distribution   distributes   chemicals,    plastics,   fiber
reinforcements  and fine  ingredients  in North  America  and  plastics  in
Europe.  Ashland Distribution owns or leases approximately 100 distribution
facilities  in North America and 25  distribution  facilities in 13 foreign
countries.  Ashland  Distribution  is comprised of the  following  business
units:

     INDUSTRIAL  CHEMICALS  &  SOLVENTS  DIVISION - This  division  markets
specialty and  industrial  chemicals,  additives and solvents to industrial
chemical users in major markets through  distribution centers in the United
States, Canada, Mexico and Puerto Rico. It distributes  approximately 7,000
chemicals,  solvents,  additives  and  raw  materials  made  by many of the
nation's  leading chemical  manufacturers  and a growing number of offshore
producers.    It   specializes   in   supplying   mixed    truckloads   and
less-than-truckload quantities to many industries,  including the paint and
coatings, inks, adhesives,  polymer,  rubber,  industrial and institutional
compounding,  automotive,  appliance and paper  industries.  The Industrial
Chemicals  & Solvents  division  operates  its own  e-commerce  web site at
www.go2ashland.com  and also has an e-commerce  alliance  with  eChemicals,
Inc. at www.echemicals.com.

                                     2
<PAGE>
     GENERAL  POLYMERS  DIVISION - This  division  markets a broad range of
thermoplastic  resins to injection molders,  extruders,  blow molders,  and
rotational molders in the plastics industry through distribution  locations
in the United  States,  Canada,  Mexico and Puerto Rico.  It also  provides
plastic material  transfer and packaging  services and  less-than-truckload
quantities of packaged  thermoplastics.  The division's  basic resins group
markets bulk wide-spec and off-grade  thermoplastic  resins to a variety of
proprietary  processors in North  America.  The General  Polymers  division
offers  e-commerce  ordering  at  www.gpashland.com  and  also  through  an
alliance with Commerx, Inc. at www.plasticsnet.com.

     FRP  SUPPLY  DIVISION - This  division  markets  to  customers  in the
reinforced  plastics and cultured  marble  industries  mixed  truckload and
less-than-truckload  quantities of polyester  resins,  fiberglass and other
specialty  reinforcements,  catalysts and allied products from distribution
facilities located throughout North America. The FRP Supply division offers
e-commerce ordering through its web site, www.eFRP.com.

      FINE INGREDIENTS  DIVISION - This division  distributes  cosmetic and
pharmaceutical specialty chemicals and food-grade and nutritional additives
and ingredients across North America.  The Fine Ingredients division offers
e-commerce ordering through its web site, www.FIDonline.com.

     ASHLAND  PLASTICS  EUROPE - This  division  markets  a broad  range of
thermoplastics  to  processors  in  Europe.  Ashland  Plastics  Europe  has
distribution centers located in Belgium, Finland, France, Germany, Ireland,
Italy, the Netherlands,  Norway,  Poland,  Portugal,  Spain, Sweden and the
United  Kingdom.  The  division  also  has a small  compound  manufacturing
facility located in Spain.

     SERVICE  BUSINESSES  DIVISION  -  This  division  consists  of  Energy
Services and Environmental  Services.  Energy Services provides  customized
management of energy purchasing,  supply and transportation.  Environmental
Services  provides  customers  chemical  waste  collection,   disposal  and
recycling  services,  working in  cooperation  with chemical waste services
companies.

                         ASHLAND SPECIALTY CHEMICAL

     Ashland  Specialty   Chemical   manufactures  and  supplies  specialty
chemical  products  and services to  industries  including  the  adhesives,
automotive,  composites,  foundry,  merchant marine, paint, paper, plastics
and semiconductor  fabrication industries.  Ashland Specialty Chemical owns
and  operates  33   manufacturing   facilities  and   participates   in  14
manufacturing joint ventures in 18 countries. Ashland Specialty Chemical is
comprised of the following business units:

     COMPOSITE  POLYMERS DIVISION - This division  manufactures and sells a
broad  range  of  chemical-resistant,  fire-retardant  and  general-purpose
grades of  unsaturated  polyester and vinyl ester resins for the reinforced
plastics industry. Key markets include the transportation, construction and
marine industries.  It has manufacturing plants in Jacksonville,  Arkansas;
Los  Angeles,  California;  Bartow,  Florida;  Philadelphia,  Pennsylvania;
Kelowna, British Columbia,  Canada; Benicarlo,  Spain; and, through a joint
venture, in Jeddah,  Saudi Arabia and Sao Paolo,  Brazil. In addition,  the
division  also  manufactures   products  through  other  Ashland  Specialty
Chemical  facilities  located in Mississauga,  Ontario,  Canada and Neville
Island, Pennsylvania.

     FOUNDRY  PRODUCTS  DIVISION  - This  division  manufactures  and sells
foundry  chemicals   worldwide,   including   sand-binding  resin  systems,
refractory  coatings,  release agents,  engineered sand additives and riser
sleeves.  This division  serves the global metal  casting  industry from 24
manufacturing locations in 18 countries and recently opened a manufacturing
facility in Changzhou, China.

     DREW  INDUSTRIAL   DIVISION  -  This  division  supplies   specialized
chemicals  and  consulting  services  for the  treatment  of boiler  water,
cooling  water,  steam,  fuel and waste streams.  It also supplies  process
chemicals  and  technical  services  to  the  pulp  and  paper  and  mining
industries and additives to  manufacturers  of latex and paint. It conducts
operations  throughout  North  America,  Europe  and the Far  East  through
subsidiaries,  joint venture companies and  distributors.  The division has
manufacturing plants in Kearny, New Jersey;  Houston, Texas; Ajax, Ontario,
Canada; Somercotes,  England;  Singapore;  Sydney and Perth, Australia; and
Auckland, New Zealand.

     ELECTRONIC CHEMICALS DIVISION - This division manufactures and sells a
variety of ultrapure  chemicals  for the worldwide  semiconductor  industry
through various manufacturing locations and also custom blends and packages
ultrapure liquid chemicals to customer specifications.  In August 2000, the
division acquired MicroClean,  Inc., which provides full-service  equipment
parts-cleaning,  refurbishment and management services to the semiconductor


                                     3
<PAGE>
manufacturing  industry.  The  division  operates  manufacturing  plants in
Tempe, Arizona; Pueblo, Colorado; Easton, Pennsylvania;  Austin and Dallas,
Texas; Milan, Italy; and Pyongtaek-Shi,  Kyonggi-Do, Korea. In addition, it
enters into  long-term  agreements  to provide  complete  on-site  chemical
management  services,  including  purchasing,  warehousing  and  delivering
chemicals for in-plant use, at major  facilities of large consumers of high
purity  chemicals.   Through  a  joint  venture  with  Union  Petrochemical
Corporation,  the  division  also  operates in Taiwan an  ultrapure-process
chemicals manufacturing facility, which was commissioned in October 2000.

     SPECIALTY POLYMERS & ADHESIVES  DIVISION - This division  manufactures
and sells  specialty  phenolic resins for paper  impregnation  and friction
material  bonding;  acrylic  polymers  for  pressure-sensitive   adhesives;
emulsion  polymer   isocyanate   adhesives  for  structural  wood  bonding;
polyurethane  and  epoxy  structural   adhesives  for  bonding   fiberglass
reinforced plastics,  composites,  thermoplastics and metals in automotive,
recreational,  and industrial  applications;  induction bonding systems for
thermoplastic  materials;  elastomeric  polymer  adhesives and butyl rubber
roofing  tapes  for  commercial  roofing  applications;  and  vapor-curing,
high-performance  urethane coatings systems. It has manufacturing plants in
Calumet City,  Illinois;  Norwood and Totowa,  New Jersey;  and Ashland and
Columbus, Ohio.

     DREW MARINE DIVISION - This division supplies specialty  chemicals for
water  and fuel  treatment  and  general  maintenance,  as well as  sealing
products,  welding and  refrigerant  products and fire  fighting and safety
services to the  world's  merchant  marine  fleet.  Drew  Marine  currently
provides shipboard technical service for more than 11,000 vessels from more
than 100 locations serving approximately 900 ports throughout the world.

     PETROCHEMICALS  DIVISION - This division manufactures maleic anhydride
at Neal, West Virginia, and Neville Island, Pennsylvania,  and also markets
maleic anhydride and methanol in North America.

OTHER MATTERS

     For information on Ashland Distribution and Ashland Specialty Chemical
and federal,  state and local statutes and regulations  governing  releases
into,  or  protection  of,  the  environment,   see  "Item  1.  Business  -
Miscellaneous  -  Environmental  Matters" and "Item 3. Legal  Proceedings -
Environmental Proceedings."

                                 VALVOLINE

     The  Valvoline  Company,  a division  of  Ashland,  is a  marketer  of
premium-branded  automotive  and  industrial  oils,  automotive  chemicals,
automotive appearance products and automotive services,  with sales in more
than 140 countries.  The Valvoline(R) trademark was federally registered in
1873  and is the  oldest  trademark  for a  lubricating  oil in the  United
States. Valvoline is comprised of the following business units:

     NORTH AMERICAN  PRODUCTS - This unit,  Valvoline's  largest  division,
markets  automotive,  commercial,  and  industrial  lubricants,  automotive
chemicals and  automotive  appearance  products to a broad network of North
American customers.  This unit markets  Valvoline-branded motor oil, one of
the top selling  brands in the U.S.  private  passenger car and light truck
market,  and  premium  synthetic   SynPower(R)   automobile  chemicals  for
"under-the-hood" use.

     North American  Products also markets Eagle One(R) premium  automotive
appearance   products,   Zerex(R)   antifreeze  and  Pyroil(R)   automotive
chemicals.  Zerex is the  second  leading  antifreeze  brand in the  United
States. This division also markets R-12, an automotive refrigerant that was
phased out of production in 1995. R-12 is being replaced in the market by a
new generation of refrigerants.

     The domestic  commercial  and  specialty  products  group of the North
American Products unit has a strategic alliance with Cummins Engine Company,
Inc. to distribute heavy-duty lubricants to the commercial market.

     EAGLE  ONE - Eagle  One is a brand of  premium  automobile  appearance
chemicals  for  "above-the-hood"  applications.   Products  include  waxes,
polishes and wheel  cleaners.  Managed by Valvoline as a separate  business
unit,  Eagle One markets its products  through  Valvoline's  North American
Products and Valvoline International divisions.

     VALVOLINE  INTERNATIONAL - Valvoline  International  markets Valvoline
branded  products,  TECTYL(R)  rust  preventives  and Eagle One  automotive
appearance  products  through  company-owned  affiliates  or  divisions  in
Argentina,  Australia,  Austria, Belgium, Brazil, Denmark, Finland, France,
Germany, Great Britain, Italy, the

                                     4
<PAGE>
Netherlands,  Poland, South Africa,  Sweden and Switzerland.  Licensees and
distributors  market  certain  products in other  parts of Europe,  Mexico,
Central  and South  America,  the Far East,  the  Middle  East and  certain
African countries.  Joint ventures have been established in China, Ecuador,
India,   Thailand  and  Venezuela.   Packaging  and  blending   plants  and
distribution  centers in Australia,  Canada, the Netherlands and the United
States supply international customers.

     VALVOLINE INSTANT OIL CHANGE(R)  ("VIOC") - VIOC is one of the largest
competitors  in the  expanding  U.S.  "fast oil change"  service  business,
providing  Valvoline with a significant  share of the installed  segment of
the  passenger  car and light truck motor oil market.  As of September  30,
2000, 358 company-owned  and 272 franchised  service centers were operating
in 34 states.

     VIOC has continued its customer service innovation through its Maximum
Vehicle Performance program ("MVP").  MVP is a computer-based  program that
maintains  system-wide  service records on all customer vehicles.  MVP also
contains a database  on all car  models,  which  allows  employees  to make
service recommendations based on vehicle owner's manual recommendations.

                           REFINING AND MARKETING

     Refining  and  Marketing  operations  are  conducted  by MAP  and  its
subsidiaries,    including   its   wholly-owned   subsidiaries,    Speedway
SuperAmerica LLC and Marathon  Ashland Pipe Line LLC.  Marathon Oil Company
holds a 62% interest in MAP and Ashland holds a 38% interest in MAP.

REFINING

     MAP owns and operates  seven  refineries  with an  aggregate  refining
capacity of 935,000  barrels of crude oil per calendar day. The table below
sets forth the location and daily throughput capacity (measured in barrels)
of each of MAP's refineries as of September 30, 2000:

           Garyville, Louisiana.............................232,000
           Catlettsburg, Kentucky...........................222,000
           Robinson, Illinois...............................192,000
           Detroit, Michigan................................ 74,000
           Canton, Ohio..................................... 73,000
           Texas City, Texas................................ 72,000
           St. Paul Park, Minnesota......................... 70,000
                                                            ---------
                      Total.................................935,000
                                                            =========

     MAP's   refineries   include   crude  oil   atmospheric   and   vacuum
distillation,    fluid    catalytic    cracking,    catalytic    reforming,
desulfurization   and  sulfur  recovery  units.  The  refineries  have  the
capability  to process a wide variety of crude oils and to produce  typical
refinery products,  including reformulated gasoline ("RFG"). In addition to
typical  refinery   products,   the  Catlettsburg   refinery   manufactures
lubricating oils and a wide range of petrochemicals.  For the twelve months
ended September 30, 2000, 76% of MAP's  production of lubricating  oils was
purchased by Valvoline and 39% of MAP's  production of  petrochemicals  was
purchased by Ashland Distribution.

     MAP also produces a wide range of asphalt  products,  petroleum  pitch
(primarily  used in the  graphite  electrode,  clay  target and  refractory
industries),  aromatics, aliphatic hydrocarbons, cumene, base oil and slack
wax.

                                     5

<PAGE>
     The  table  below  sets  forth  MAP's   refinery  input  and  refinery
production by product group for the twelve months ended September 30, 2000,
September 30, 1999 and for the nine months ended September 30, 1998.

<TABLE>
<CAPTION>
                                       Twelve Months  Ended        Twelve Months  Ended        Nine Months Ended
                                       --------------------        --------------------        -----------------
                                        September 30, 2000          September 30, 1999         September 30, 1998
                                        ------------------          ------------------         ------------------

<S>                                           <C>                          <C>                       <C>
      Refinery Input (in thousands
      ----------------------------
       of barrels per day)                    1,033.4                      1,034.0                   1,023.3
      --------------------

      Refined Product Yields
      ----------------------
       (in thousands of barrels per day)
      ----------------------------------
      Gasoline..........................        559.0                        565.5                     539.8
      Distillates.......................        271.5                        265.6                     269.2
      Propane...........................         21.0                         22.2                      20.9
      Feedstocks & Special Products....          68.9                         64.9                      71.7
      Heavy Fuel Oils...................         41.2                         45.1                      47.4
      Asphalt...........................         73.3                         70.4                      69.3
                                               ------                     --------                 ---------
                           Total........      1,034.9                      1,033.7                   1,018.3
                                              =======                     ========                 =========

</TABLE>
     Planned maintenance activities requiring temporary shutdown of certain
refinery operating units ("turnarounds") are periodically performed at each
refinery.  MAP completed a major turnaround at the Catlettsburg refinery in
the twelve months ended September 30, 2000.

     MAP is  constructing a delayed coker unit at its Garyville,  Louisiana
refinery. This unit will allow for the use of heavier, lower cost crude and
reduce the  production  of heavy  fuel oil.  To supply  this new unit,  MAP
reached an agreement with P.M.I. Comercio  Internacional,  S.A. de C.V., an
affiliate of Petroleos Mexicanos,  to purchase approximately 90,000 barrels
per day of heavy Maya crude oil.  This  agreement  is  multi-year  and will
begin upon  completion of the delayed  coker unit in the fourth  quarter of
2001.

MARKETING

     MAP's principal marketing areas for gasoline,  kerosene and light oils
include the  Midwest,  the upper Great Plains and the  southeastern  United
States.  Gasoline,  kerosene  and light  fuel  oils are sold in 29  states.
Gasoline is sold at wholesale primarily to independent  marketers,  jobbers
and chain  retailers who resell these  products  through  several  thousand
retail outlets  principally  under their own names. MAP also supplies 3,637
jobber-dealer,   open-dealer   and   lessee-dealer   locations   using  the
Marathon(R) and Ashland(R) brand names.

     Gasoline, kerosene, distillates and aviation products are also sold to
utilities,  railroads, river towing companies,  commercial fleet operators,
airlines and governmental agencies.

     Retail  sales of  gasoline  and  diesel  fuel are made  through  MAP's
wholly-owned  subsidiary,  Speedway SuperAmerica LLC ("SSA"). SSA has 2,382
retail outlets (gasoline stations,  convenience store-gasoline stations and
travel centers) in 20 states in the Southeast and Midwest under brand names
including Speedway(R) and SuperAmerica(R).  The convenience  store-gasoline
locations offer consumers gasoline, diesel fuel (at selected locations) and
a broad mix of other products and services,  such as tobacco,  soft drinks,
health and beauty aids,  groceries,  fresh-baked  goods,  automated  teller
machines,  automotive  accessories and a line of  private-label  items. The
travel centers offer diesel fuel,  gasoline and a variety of other services
associated  with such  locations.  Several travel  centers and  convenience
store locations also have on-premises brand-name restaurants such as Subway
and Taco Bell.

     In December 1999, MAP purchased from Ultramar Diamond Shamrock ("UDS")
178 UDS  owned-and-operated  convenience stores and five product terminals.
In addition, MAP was assigned supply contracts with UDS jobbers, who supply
242 total-branded jobber stations in Michigan.

     MAP plans to sell  approximately  270 gasoline stations located in the
Midwest and  Southeast.  These  non-core  assets  comprise less than 12% of
MAP's owned and operated SSA retail  network.  By September 30, 2000, 25 of
these stations had been sold.  Most of the remaining  stations are expected
to be sold by December 31, 2000.


                                     6

<PAGE>
     During the twelve months ended September 30, 2000, 67% of the revenues
(excluding  excise  taxes) of the SSA stores were  derived from the sale of
gasoline and diesel fuel,  and 33% of such  revenues  were derived from the
sale of merchandise.

     The table below shows the volume of MAP's consolidated refined product
sales for the twelve months ended  September  30, 2000,  September 30, 1999
and the nine months ended September 30, 1998.

<TABLE>
<CAPTION>
                                       Twelve Months  Ended        Twelve Months  Ended        Nine Months Ended
                                       --------------------        --------------------        -----------------
                                        September 30, 2000          September 30, 1999         September 30, 1998
                                        ------------------          ------------------         ------------------



<S>                                             <C>                         <C>                        <C>
   Refined Product Sales
   ---------------------
   (in thousands of barrels per day)
   ---------------------------------
      Gasoline..........................        752.1                        699.3                     659.1
      Distillates.......................        351.2                        324.6                     312.9
      Propane...........................         21.6                         22.4                      20.8
      Feedstocks & Special Products....          67.6                         65.1                      68.8
      Heavy Fuel Oils...................         40.9                         44.9                      48.4
      Asphalt...........................         75.1                         74.3                      73.7
                                               ------                     --------                 ---------
                           Total........      1,308.5                      1,230.6                   1,183.7
                                              =======                      =======                   =======

   Matching Buy/Sell Volumes
   included in above....................         41.4                         47.7                      38.4

</TABLE>
     MAP sells RFG in parts of its marketing territory,  primarily Chicago,
Illinois; Louisville,  Kentucky; Northern Kentucky; Maryland; Virginia; and
Milwaukee,  Wisconsin. MAP also markets low-vapor-pressure gasolines in all
or parts of eleven states.

SUPPLY AND TRANSPORTATION

     The  crude  oil  processed  in  MAP's   refineries  is  obtained  from
negotiated lease, contract and spot purchases or exchanges.  For the twelve
months ended September 30, 2000, MAP's negotiated lease,  contract and spot
purchases of U.S. crude oil for refinery input averaged 395,400 barrels per
day (1 barrel = 42 United States  gallons),  including an average of 20,200
barrels per day acquired from  Marathon Oil Company.  For the twelve months
ended  September 30, 2000,  MAP's foreign crude oil  requirements  were met
largely  through  purchases  from various  foreign  national oil companies,
producing companies and traders. Purchases of foreign crude oil represented
56% of MAP's crude oil  requirements  for the twelve months ended September
30, 2000.

     MAP's  ownership  or  interest  in  domestic  pipeline  systems in its
refining and marketing  areas is  significant.  MAP owns,  leases or has an
ownership  interest  in 6,685 miles of active  pipeline in 13 states.  This
network  transports  crude oil and refined  products to and from terminals,
refineries  and  other  pipelines.  It  includes  170  miles of  crude  oil
gathering  lines,  3,659  miles of crude oil trunk lines and 2,856 miles of
refined product lines.

     MAP has a 46.7% ownership interest in LOOP LLC ("LOOP"),  which is the
owner and  operator of the only U.S.  deepwater  port  facility  capable of
receiving crude oil from very large crude carriers.  Ashland has retained a
4% ownership  interest in LOOP. MAP also owns a 49.9% ownership interest in
LOCAP  INC.  ("LOCAP"),  which is the  owner  and  operator  of a crude oil
pipeline  connecting  LOOP to the Capline  system.  Ashland has retained an
8.6% ownership interest in LOCAP. In addition,  MAP has a 37.169% ownership
interest in the Capline system. These port and pipeline systems provide MAP
with access to common carrier  transportation from the Louisiana Gulf Coast
to Patoka,  Illinois.  At Patoka,  the Capline  system  connects with other
common carrier pipelines owned or leased by MAP that provide transportation
to MAP's refineries in Illinois, Kentucky, Michigan and Ohio.

     MAP's subsidiary,  Ohio River Pipe Line LLC ("ORPL"), plans to build a
pipeline from Kenova,  West Virginia,  to Columbus,  Ohio. ORPL is a common
carrier  pipeline  company and the pipeline  will be an  interstate  common
carrier  pipeline.  The pipeline is expected to initially move about 50,000
barrels  per  day  of  refined  products  into  the  central  Ohio  region.
Construction is currently  expected to begin in the second half of calendar
2001. However, the construction  schedule is largely dependent on obtaining
the necessary rights-of-way,  of which approximately 92%

                                     7

<PAGE>
have been obtained to date, and final regulatory  approvals.  ORPL is still
negotiating with various landowners to obtain the remaining  rights-of-way.
In addition,  where appropriate,  ORPL has brought  condemnation actions to
acquire  rights-of-way.  These actions are at various  stages of litigation
and appeal.

     In March 2000,  MAP  announced  it joined CMS Energy  Corporation  and
TEPPCO Partners, L.P., in an agreement to form a limited liability company,
Centennial  Pipeline  LLC,  with equal  ownership to operate an  interstate
refined petroleum  products pipeline extending from the U.S. Gulf of Mexico
to  the  Midwest.  Centennial  Pipeline  LLC  plans  to  build  a  70-mile,
24-inch-diameter  pipeline connecting TEPPCO's facility in Beaumont, Texas,
with an  existing  720  mile,  26 inch  diameter  pipeline  extending  from
Longville,  Louisiana,  to Bourbon,  Illinois.  The system, which will pass
through  seven  states,  is expected to be completed by the end of calendar
2001.

     MAP also has a stock  interest in Minnesota  Pipe Line Company,  which
owns a crude  oil  pipeline  in  Minnesota.  Minnesota  Pipe  Line  Company
provides MAP with access to crude oil common  carrier  transportation  from
Clearbrook,  Minnesota,  to  Cottage  Grove,  Minnesota,  which  is in  the
vicinity of MAP's St. Paul Park, Minnesota refinery.

     MAP's marine  transportation  operations  include  towboats and barges
that  transport  refined  products on the Ohio,  Mississippi  and  Illinois
rivers, their tributaries and the Intracoastal  Waterway.  In January 2000,
MAP exercised  contract  provisions to terminate the long-term  charters on
two single-hulled 80,000-deadweight-ton tankers and returned the vessels to
the  owners.  These  vessels  had  been  "bare  boat  sub-chartered"  to  a
third-party  operator.  The initial term of these charters was scheduled to
expire in 2001 and 2002, subject to certain renewal options.

     MAP  leases or owns  rail cars in  various  sizes and  capacities  for
movement and storage of petroleum products. MAP also owns or leases a large
number of tractor-trailers, tank trailers and general service trucks.

     In addition,  MAP owns and operates 93 terminal  facilities from which
it sells a wide range of petroleum products.  These facilities are supplied
by a combination of barges, pipeline, truck and rail.

OTHER MATTERS

     MAP experiences normal seasonal  variations in its sales and operating
results. This seasonality is due primarily to increased demand for gasoline
during the summer driving season,  higher demand for distillate  during the
winter heating season and increased demand for asphalt from the road paving
industry during the construction season.

     For  information  on MAP and  federal,  state and local  statutes  and
regulations  governing  releases into the  environment or protection of the
environment,   see  "Item  1.  Miscellaneous  -  Business  -  Environmental
Matters."

                               MISCELLANEOUS

ENVIRONMENTAL MATTERS

     Ashland has implemented a company-wide  environmental  policy overseen
by the  Public  Policy -  Environmental  Committee  of  Ashland's  Board of
Directors.  Ashland's  Environmental,  Health  and  Safety  group  has  the
responsibility   to  ensure  that  Ashland's   operating   groups  maintain
environmental   compliance  in   accordance   with   applicable   laws  and
regulations.

     Federal,  state  and  local  laws  and  regulations  relating  to  the
protection  of the  environment  have a  significant  impact on how Ashland
conducts its businesses.  These laws and regulations  include the Clean Air
Act ("CAA") with respect to air emissions; the Clean Water Act ("CWA") with
respect to water  discharges;  the Resource  Conservation  and Recovery Act
("RCRA") with respect to solid and hazardous waste  generation,  treatment,
storage   and   disposal;   the   Comprehensive   Environmental   Response,
Compensation, and Liability Act ("CERCLA") and the Superfund Amendments and
Reauthorization   Act  of  1986  ("SARA")  with  respect  to  releases  and
remediation of hazardous substances (CERCLA and SARA are sometimes referred
to collectively as "Superfund");  the Toxic Substances Control Act ("TSCA")
with respect to chemical formulation and use; the Oil Pollution Act of 1990
("OPA 90") with respect to oil  pollution,  spill  response  and  financial
assurance  requirements  for marine  operations;  the Federal  Occupational
Safety and Health Act ("OSHA") with respect to workplace  health and safety
standards;  and various other federal,  state and local laws related to the
environment,  health and safety. New laws are being enacted and regulations
are being adopted by various regulatory agencies on a continuing basis, and
the costs of compliance  with these new rules cannot be estimated until the
manner in which they will be implemented has been more accurately

                                     8

<PAGE>
defined.  In addition,  most foreign  countries in which  Ashland  conducts
business have laws dealing with similar matters.

     At  September  30, 2000,  Ashland's  reserves for on-site and off-site
environmental  assessments  and  remediation  efforts  were  $163  million,
reflecting  Ashland's  estimates  of the most  likely  costs  which will be
incurred  over an extended  period to  remediate  identified  environmental
conditions for which the costs are reasonably estimable,  without regard to
any third-party  recoveries.  Expenditures for  investigatory  and remedial
efforts in future years are subject to the  uncertainties  associated  with
environmental  exposures,  including  identification  of new sites at which
cleanup  is  required  and  changes  in  laws  and  regulations  and  their
application.  Such  expenditures,  however,  are  not  expected  to  have a
material adverse effect on Ashland's consolidated financial position,  cash
flow or liquidity.

     In  connection  with the  formation of MAP,  Marathon and Ashland each
retained  responsibility  for certain  environmental  costs  arising out of
their   respective   prior   ownership  and  operation  of  the  facilities
transferred to MAP. In certain  situations,  various  threshold  provisions
apply,   eliminating  or  reducing  the  financial  responsibility  of  the
contributing  party until certain levels of expenditure  have been reached.
In other  situations,  sunset  provisions  gradually  diminish the level of
financial responsibility of the contributing party over time.

     AIR - The CAA imposes stringent limits on air emissions, establishes a
federally  mandated  operating  permit  program,  and  allows for civil and
criminal  enforcement  actions.  Additionally,  it establishes  air quality
attainment  deadlines and control requirements based on the severity of air
pollution  in a given  geographical  area.  Various  state  clean  air acts
implement,  complement and, in some instances,  add to the  requirements of
the federal CAA.  The  requirements  of the CAA and its state  counterparts
have a significant  impact on the daily  operation of Ashland's  businesses
and, in many cases, on product  formulation  and other  long-term  business
decisions. Ashland's businesses maintain numerous permits pursuant to these
clean air laws and have implemented  systems to oversee ongoing  compliance
efforts.

     In July  1997,  the  United  States  Environmental  Protection  Agency
("EPA") promulgated revisions to the National Ambient Air Quality Standards
for ground level ozone and particulate matter. These revisions, if they are
implemented  by the states,  could have a significant  effect on certain of
Ashland's chemical manufacturing and distribution  businesses,  and on MAP.
However, EPA's authority and scientific basis to promulgate these standards
were  challenged by industry and overturned by the federal Court of Appeals
for the District of Columbia.  Litigation is continuing,  as are efforts by
EPA and other  regulatory  and law  enforcement  agencies  to  achieve  the
objectives  of these  standards  through  other means.  It is not currently
possible  to  estimate  any  potential  financial  impact  that any revised
standards may have on Ashland's operations.

     WATER - Ashland's  businesses  maintain numerous discharge permits, as
the National  Pollutant  Discharge  Elimination System of the CWA and state
programs require,  and have implemented systems to oversee their compliance
efforts. In addition,  several of MAP's operations, in particular its barge
and terminal facilities, are regulated under OPA 90.

     SOLID  WASTE  -  Ashland's  businesses  are  subject  to  RCRA,  which
establishes  standards for the  management  of solid and hazardous  wastes.
Besides affecting current waste disposal practices, RCRA also addresses the
environmental  effects  of  certain  past waste  disposal  operations,  the
recycling of wastes and the storage of regulated  substances in underground
tanks.

     REMEDIATION - Ashland  currently or has in the past  operated  various
facilities  where,  during the normal  course of  operations,  releases  of
hazardous  substances have occurred.  Federal and state laws, including but
not  limited  to  RCRA  and  various   remediation   laws,   require   that
contamination  caused by such  releases  be  assessed  and,  if  necessary,
remediated to meet applicable standards.  MAP operates, and in the past has
operated,  certain  retail  outlets  where,  during  the  normal  course of
operations,  releases of petroleum products from underground  storage tanks
have occurred.  Federal and state laws require that contamination caused by
such releases at these sites be assessed  and, if necessary,  remediated to
meet applicable standards.

                                     9


<PAGE>
RESEARCH

     Ashland  conducts a program of research and  development to invent and
improve  products and processes and to improve  environmental  controls for
its existing  facilities.  It maintains its primary research  facilities in
Dublin,  Ohio;  Lexington,  Kentucky;  and Atlanta,  Georgia.  Research and
development costs are expensed as they are incurred and totaled $33 million
in fiscal 2000 ($30 million in 1999 and $28 million in 1998).

COMPETITION

     In all its operations,  Ashland is subject to intense competition both
from  companies in the industries in which it operates and from products of
companies in other industries.  The majority of the business for which APAC
competes is obtained by competitive bidding. There are a substantial number
of competitors in the markets in which APAC operates and, as a result,  all
of  APAC's  goods  and  services  are  marketed  under  highly  competitive
conditions.  Ashland  Distribution's  chemicals  and solvents  distribution
businesses compete with national,  regional and local companies  throughout
North  America,   while  its  plastics   distribution   businesses  compete
worldwide.  Ashland  Specialty  Chemical's  businesses  compete globally in
selected  niche  markets,  largely on the basis of technology  and service,
while  holding  proprietary  technology  in  virtually  all  its  specialty
chemicals businesses.  Ashland Specialty Chemical's petrochemicals business
is largely a commodities business,  with pricing and quality being the most
important factors. Valvoline competes primarily with domestic oil companies
and, to a lesser extent,  with  international  oil companies on a worldwide
basis.  Valvoline's  brand  recognition and increasing  market share in the
"fast oil change" market are important competitive factors.

     MAP competes  primarily with other domestic  refiners and, to a lesser
extent,  with imported products.  MAP's refineries are located close to its
market areas, giving MAP a geographic advantage in supplying these regions.
MAP's retail operations  compete with major oil companies,  independent oil
companies and independent marketers.

FORWARD-LOOKING STATEMENTS

         This Form 10-K and the documents incorporated by reference contain
forward-looking  statements  within  the  meaning  of  Section  27A  of the
Securities  Act of 1933 and Section 21E of the  Securities  Exchange Act of
1934,   including  various  information  within  the  "Capital  Resources,"
"Derivative  Instruments,"  "Outlook" and "Conversion to the Euro" sections
in Management's  Discussion and Analysis in Ashland's Annual Report.  Words
such as  "anticipates,"  "believes,"  "estimates,"  "expects," "is likely,"
"predicts,"  and  variations  of such  words and  similar  expressions  are
intended to identify  such  forward-looking  statements.  Although  Ashland
believes  that its  expectations  are based on reasonable  assumptions,  it
cannot assure that the  expectations  contained in such  statements will be
achieved.  Important  factors  which could cause  actual  results to differ
materially  from those  contained in such  statements  are discussed  under
"Risks  and  Uncertainties"  in Note A of Notes to  Consolidated  Financial
Statements in Ashland's  Annual Report.  Other factors and risks  affecting
Ashland's  revenues and operations are discussed below, as well as in other
portions of this Form 10-K.

     Ashland's  operations  are  affected  by  domestic  and  international
political,  legislative,  regulatory  and legal  actions.  Such actions may
include  changes in the  policies of OPEC or other  developments  affecting
oil-producing countries, changes in tax laws, and changes in environmental,
health and safety laws.

     Domestic and international  economic conditions,  such as recessionary
trends, inflation, interest and monetary exchange rates, as well as changes
in demand for products and services,  can also have a significant effect on
Ashland's  operations.  Although Ashland maintains reserves for anticipated
liabilities  and carries  various  levels of  insurance,  Ashland  could be
affected by civil, criminal,  regulatory or administrative  actions, claims
or proceedings.  In addition,  climate and weather can significantly affect
Ashland  in  several  of  its  operations  such  as its  APAC  construction
activities and MAP's heating oil businesses.

ITEM 2. PROPERTIES

     Ashland's  corporate  headquarters,  which is  leased,  is  located in
Covington,  Kentucky.  Principal  offices  of other  major  operations  are
located in Atlanta,  Georgia (APAC); Dublin, Ohio (Ashland Distribution and
Ashland Specialty Chemical);  Lexington, Kentucky (Valvoline); and Russell,
Kentucky (Administrative Services), all of which are leased, except for the
Russell  office,  which is owned.  Principal  manufacturing,  marketing and
other  materially   important  physical   properties  of  Ashland  and  its
subsidiaries  are  described  under the  appropriate  segment under Item 1.
Additional  information concerning certain leases may be found in Note J of
Notes to Consolidated Financial Statements in Ashland's Annual Report.



                                    10

<PAGE>
ITEM 3.  LEGAL PROCEEDINGS

     ENVIRONMENTAL PROCEEDINGS - As of September 30, 2000, Ashland had been
identified as a "potentially  responsible party" ("PRP") under Superfund or
similar state laws for potential  joint and several  liability for clean-up
costs  in  connection  with  alleged   releases  of  hazardous   substances
associated  with 84 waste  treatment  or  disposal  sites.  These sites are
currently  subject  to  ongoing   investigation  and  remedial  activities,
overseen  by the EPA or a state  agency,  in  which  Ashland  is  typically
participating  as a member of a PRP  group.  Generally,  the type of relief
sought  includes  remediation  of  contaminated  soil  and/or  groundwater,
reimbursement for past costs of site clean-up and administrative oversight,
and/or  long-term  monitoring  of  environmental  conditions  at the sites.
Ashland carefully  monitors the  investigatory  and remedial  activities at
many of these sites.  Based on its experience  with site  remediation,  its
familiarity with current  environmental laws and regulations,  its analysis
of the  specific  hazardous  substances  at issue,  the  existence of other
financially  viable  PRPs  and  its  current  estimates  of  investigatory,
clean-up  and  monitoring  costs at each site,  Ashland  believes  that its
liability at these sites,  either  individually or in the aggregate,  after
taking into  account  its  insurance  coverage  and  established  financial
reserves, will not have a material adverse effect on Ashland's consolidated
financial  position,  cash flow or liquidity.  However,  such matters could
have a material  effect on Ashland's  results of operations in a particular
quarter or fiscal  year as they  develop  or as new issues are  identified.
Estimated  costs  for these  matters  are  recognized  in  accordance  with
generally  accepted  accounting  principles  governing the likelihood  that
costs will be incurred and Ashland's ability to reasonably  estimate future
costs.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security  holders,  through the
solicitation  of proxies or otherwise,  during the quarter ended  September
30, 2000.

ITEM X.  EXECUTIVE OFFICERS OF ASHLAND

     The following is a list of Ashland's  executive  officers,  their ages
and  their  positions  and  offices  during  the last  five  years  (listed
alphabetically  after the Chief  Executive  Officer as to other Senior Vice
Presidents, Administrative Vice Presidents and other executive officers).

      PAUL W. CHELLGREN* (age 57) is Chairman of the Board, Chief Executive
Officer and  Director of Ashland  and has served in such  capacities  since
1997, 1996 and 1992, respectively.  During the past five years, he has also
served as President and Chief Operating Officer of Ashland.

     JAMES R. BOYD* (age 54) is Senior Vice  President and Group  Operating
Officer - APAC, Inc. having served in such capacities  since 1990 and 1993,
respectively.

      DAVID J.  D'ANTONI*  (age 55) is  Senior  Vice  President  and  Group
Operating  Officer - Ashland  Distribution  Company and  Ashland  Specialty
Chemical  Company  and has served in such  capacities  since 1988 and 1999,
respectively.  During the past five years,  he has also served as President
of Ashland Chemical Company.

      JAMES J.  O'BRIEN  (age 46) is Senior Vice  President  of Ashland and
President of The Valvoline  Company and has served in such capacities since
1997 and 1995, respectively. During the past five years, he has also served
as Vice President of Ashland.

     CHARLES F.  POTTS (age 56) is Senior  Vice  President  of Ashland  and
President of APAC, Inc. and has served in such capacities since 1992.

     J. MARVIN QUIN* (age 53) is Senior Vice President and Chief  Financial
Officer of Ashland and has served in such capacities since 1992.

     KENNETH  L.  AULEN  (age  51) is  Administrative  Vice  President  and
Controller of Ashland and has served in such capacities since 1992.

     PHILIP W. BLOCK*  (age 53) is  Administrative  Vice  President - Human
Resources of Ashland and has served in such capacity since 1992.


--------------------------------
*Member of Ashland's Executive Committee

                                    11

<PAGE>

     PETER M. BOKACH (age 54) is Vice President of Ashland and President of
Ashland  Distribution Company and has served in such capacities since 1999.
During the past five years,  he has also  served as Group Vice  President -
Distribution Division of Ashland Chemical Company.

     JAMES A. DUQUIN (age 53) is Vice President of Ashland and President of
Ashland Specialty  Chemical Company and has served in such capacities since
1999.  During  the past  five  years,  he has  also  served  as Group  Vice
President - Specialty  Chemical Division and Vice President - IC&S Division
of Ashland Chemical Company.

     DAVID L. HAUSRATH*  (age 48) is Vice President and General  Counsel of
Ashland   and  has  served  in  such   capacities   since  1998  and  1999,
respectively.  During the past five years,  he has also served as Associate
General Counsel and Assistant General Counsel of Ashland.

     J. DAN LACY* (age 53) is Vice President - Corporate Affairs of Ashland
and has served in such capacity since 1986.

     RICHARD P. THOMAS* (age 54) is Vice President and Secretary of Ashland
and has served in such capacities since 1998 and 1999, respectively. During
the past five years,  he has also served as  Associate  General  Counsel of
Ashland and  Administrative  Vice President and General  Counsel of Ashland
Petroleum Company.

     LAMAR M.  CHAMBERS  (age 46) is Auditor  of Ashland  and has served in
such capacity since 1998. During the past five years, he has also served as
Vice  President,   Finance  and  Controller  of  MAP,  Administrative  Vice
President - Finance of Ashland Petroleum Company and Executive Assistant to
the Chief Executive Officer of Ashland.

     Each executive officer is elected by the Board of Directors of Ashland
to a term of one  year,  or until his  successor  is duly  elected,  at the
annual meeting of the Board of Directors,  except in those  instances where
the  officer  is elected  other  than at an annual  meeting of the Board of
Directors,  in which case his tenure will expire at the next annual meeting
of the Board of Directors unless the officer is re-elected.

                                  PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SECURITY
         HOLDER MATTERS

     There is hereby incorporated by reference the information appearing in
Note P of Notes to Consolidated  Financial  Statements in Ashland's  Annual
Report.

     At September  30, 2000,  there were  approximately  19,600  holders of
record of Ashland's Common Stock. Ashland Common Stock is listed on the New
York and  Chicago  stock  exchanges  (ticker  symbol  ASH) and has  trading
privileges  on the  Boston,  Cincinnati,  Pacific  and  Philadelphia  stock
exchanges.

     During the quarter  ended  September 30, 2000,  Ashland  issued 54,083
shares of its Common Stock,  par value $1.00 per share,  in connection with
the acquisition of Buster Paving Company,  Inc. The shares were issued in a
transaction  exempt  from  registration  pursuant  to  Section  4(2) of the
Securities Act of 1933, as amended, and the regulations thereunder.

ITEM 6.  SELECTED FINANCIAL DATA

     There is hereby  incorporated by reference the  information  appearing
under the caption "Five-Year Selected Financial  Information" on page 50 in
Ashland's Annual Report.

ITEM 7.  MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION
         AND RESULTS OF OPERATIONS

     There is hereby  incorporated by reference the  information  appearing
under the caption "Management's  Discussion and Analysis" on pages 22 to 29
in Ashland's Annual Report.


----------------------------------------------------------------------------
*Member of Ashland's Executive Committee

                                    12
<PAGE>
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     There is hereby  incorporated by reference the  information  appearing
under the caption "Derivative  Instruments" on pages 27 and 28 in Ashland's
Annual Report.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     There is hereby  incorporated by reference the consolidated  financial
statements appearing on pages 31 through 49 in Ashland's Annual Report.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE
     None.

                                  PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     There is hereby  incorporated  by reference the  information to appear
under the  caption  "Ashland  Inc.'s  Board of  Directors  -  Nominees  for
Election at the 2001 Annual Meeting" and the information  regarding Section
16 beneficial  ownership reporting compliance in Ashland's definitive Proxy
Statement for its January 25, 2001 Annual  Meeting of  Shareholders,  which
will be filed with the SEC within 120 days after September 30, 2000 ("Proxy
Statement").  See also the list of Ashland's executive officers and related
information  under  "Executive  Officers  of  Ashland"  in  Part I - Item X
herein.

ITEM 11. EXECUTIVE COMPENSATION

     There is hereby  incorporated  by reference the  information to appear
under the captions  "Executive  Compensation,"  "Compensation of Directors"
and  "Miscellaneous - Personnel and Compensation  Committee  Interlocks and
Insider Participation" in Ashland's Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     There is hereby  incorporated  by reference the  information to appear
under the caption  "Ashland Common Stock Ownership of Directors and Certain
Officers  of  Ashland"  and the  information  regarding  the  ownership  of
securities of Ashland in Ashland's Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     There is hereby  incorporated  by reference the  information to appear
under the caption  "Miscellaneous  - Business  Relationships"  in Ashland's
Proxy Statement.

                                    13
<PAGE>



                                  PART IV

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 18.

     (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, as amended to January 26, 2000 (filed
                as Exhibit 3.2 to Ashland's Form 10-Q for the quarter ended
                December 31, 1999 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(a) to
                Ashland's Form 10-K for the fiscal year ended September 30,
                1991 and incorporated herein by reference).
         4.3 -  Rights  Agreement,  dated  as of May 16,  1996,  between
                Ashland Inc. and the Rights  Agent,  together  with Form of
                Right  Certificate   (filed  as  Exhibits  4(a)  and  4(c),
                respectively,  to Ashland's  Form 8-A filed with the SEC on
                May 16, 1996 and incorporated herein by reference).

     The following  Exhibits 10.1 through 10.16 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 - Tenth  Amended and  Restated  Ashland  Inc.  Supplemental
                Early  Retirement  Plan for  Certain  Employees  (filed  as
                Exhibit  10.3 to  Ashland's  Form 10-K for the fiscal  year
                ended  September  30,  1999  and  incorporated   herein  by
                reference).
         10.4 - Ashland  Inc.  Incentive  Compensation  Program  (filed  as
                Exhibit  10.6 to  Ashland's  Form 10-K for the fiscal  year
                ended  September  30,  1993  and  incorporated   herein  by
                reference).
         10.5 - Ashland Inc. Salary  Continuation  Plan (filed as Exhibit
                10(c).11 to  Ashland's  Form 10-K for the fiscal year ended
                September 30, 1988 and incorporated herein by reference).
         10.6 - Form  of  Ashland  Inc.  Executive  Employment  Contract
                between  Ashland  Inc.  and certain  executive  officers 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).

                                    14

<PAGE>
         10.7 - Form of  Indemnification  Agreement  between Ashland Inc.
                and each member of its Board of Directors (filed as Exhibit
                10(c).13 to  Ashland's  Form 10-K for the fiscal year ended
                September 30, 1990 and incorporated herein by reference).
         10.8 - 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).
         10.9 - Ashland Inc. Long-Term Incentive Plan.
         10.10- Ashland Inc. Directors' Charitable Award.
         10.11- Ashland Inc. 1993 Stock Incentive Plan.
         10.12- Ashland Inc. 1995 Performance Unit Plan.
         10.13- Ashland Inc. Incentive Compensation Plan for Key Executives
                (filed  as  Exhibit  10.13 to  Ashland's  Form 10-K for the
                fiscal  year  ended  September  30,  1999 and  incorporated
                herein by reference).
         10.14- Ashland Inc. Deferred Compensation Plan.
         10.15- Ashland Inc. 1997 Stock Incentive Plan.
         10.16- Ashland  Inc.  Incentive  Plan  (filed as  Exhibit  10.1 to
                Ashland's Form 10-Q for the quarter ended December 31, 1999
                and incorporated herein by reference).
         10.17- 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).
         10.18- 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 37
                of Ashland's Annual Report to Shareholders, incorporated by
                reference  herein,  for the fiscal year ended September 30,
                2000).
         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, 2000.
         21   - List of subsidiaries.
         23   - Consent of independent auditors.
         24   - Power of Attorney, including resolutions of the Board of
                Directors.
         27   - Financial Data Schedule for the fiscal year ended September 30,
                2000.

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

     (b) Reports on Form 8-K

         No reports on Form 8-K have been filed  during the last quarter of
the period covered by this report.


                                    15

<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/ Kenneth L. Aulen
                                  -------------------------------------------
                                  (Kenneth L. Aulen, Administrative
                                  Vice President and Controller)

                                  Date:   December 1, 2000

     PURSUANT TO THE  REQUIREMENTS OF THE SECURITIES  EXCHANGE ACT OF 1934,
THIS REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT, IN THE CAPACITIES INDICATED, ON DECEMBER 1, 2000.

         SIGNATURES                    CAPACITY
         ----------                    --------


/s/ PAUL W. CHELLGREN
------------------------      Chairman of the Board, Chief Executive Officer
PAUL W. CHELLGREN               and Director


/s/ J. MARVIN QUIN
------------------------      Senior Vice President and Chief Financial Officer
J. MARVIN QUIN


/s/ KENNETH L. AULEN
------------------------      Administrative Vice President, Controller and
KENNETH L. AULEN                Principal Accounting Officer


           *
------------------------      Director
SAMUEL C. BUTLER


          *
------------------------      Director
FRANK C. CARLUCCI


          *
------------------------      Director
ERNEST H. DREW


          *
------------------------      Director
JAMES B. FARLEY


          *
------------------------      Director
BERNADINE P. HEALY


                                       16
<PAGE>

          *
------------------------      Director
MANNIE L. JACKSON


          *
------------------------      Director
PATRICK F. NOONAN


          *
------------------------      Director
JANE C. PFEIFFER


          *
------------------------      Director
WILLIAM L. ROUSE , JR.


          *
------------------------      Director
THEODORE M. SOLSO




*  By: /s/ David L. Hausrath
       --------------------------
       David L. Hausrath
       Attorney-in-Fact


       Date: December 1, 2000


                                    17

<PAGE>



            INDEX TO FINANCIAL STATEMENTS AND FINANCIAL SCHEDULE

                                                                    Page
                                                                    ----
     Consolidated financial statements:
     Statements of consolidated income ...............................*
     Consolidated balance sheets .....................................*
     Statements of consolidated stockholders' equity .................*
     Statements of consolidated cash flows ...........................*
     Notes to consolidated financial statements ......................*
     Information by industry segment .................................*
     Report of independent auditors .................................19

     Consolidated financial schedule:
     Schedule II - Valuation and qualifying account..................20
     -----------


         *The  consolidated  financial  statements  appearing  on  pages 31
through 49 in Ashland's Annual Report are incorporated by reference in this
Annual Report on Form 10-K.

         Schedules  other than that listed above have been omitted  because
of the absence of the  conditions  under which they are required or because
the information required is shown in the consolidated  financial statements
or the notes  thereto.  Separate  financial  statements for MAP required by
Rule 3-09 of Regulation S-X will be filed as an amendment to this Form 10-K
within 90 days after the end of MAP's fiscal year ending December 31, 2000.
Separate  financial  statements  of  other  unconsolidated  affiliates  are
omitted  because each company does not constitute a significant  subsidiary
using the 20% tests  when  considered  individually.  Summarized  financial
information  for  such  affiliates  is  disclosed  in  Note F of  Notes  to
Consolidated Financial Statements in Ashland's Annual Report.


                                    18
<PAGE>



                       REPORT OF INDEPENDENT AUDITORS

     We have audited the consolidated  financial statements and schedule of
Ashland Inc. and consolidated subsidiaries listed in the accompanying index
to  financial   statements  and  financial  schedule  (Item  14(a)).  These
financial  statements  and  schedule  are the  responsibility  of Ashland's
management.  Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

     We  conducted  our  audits  in  accordance  with  auditing   standards
generally  accepted in the United States.  Those standards  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.   An  audit  also  includes  assessing  the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial  statements  listed in the accompanying
index to financial  statements (Item 14(a)) present fairly, in all material
respects,   the  consolidated   financial  position  of  Ashland  Inc.  and
consolidated   subsidiaries  at  September  30,  2000  and  1999,  and  the
consolidated  results of their  operations and their cash flows for each of
the three years in the period ended  September 30, 2000, in conformity with
accounting principles generally accepted in the United States. Also, in our
opinion,  the related  financial  statement  schedule,  when  considered in
relation  to the  basic  financial  statements  taken as a whole,  presents
fairly in all material respects the information set forth therein.

                                          Ernst & Young LLP


Cincinnati, Ohio
November 1, 2000


                                       19
<PAGE>
<TABLE>
<CAPTION>

 ----------------------------------------------------------------------------------------------------------------------------------
 Ashland Inc. and Consolidated Subsidiaries
 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

-----------------------------------------------------------------------------------------------------------------------------------
(In millions)                                              Balance at      Provisions                                      Balance
                                                            beginning      charged to      Reserves           Other         at end
Description                                                   of year        earnings      utilized         changes        of year
===================================================================================================================================
<S>                                                          <C>               <C>           <C>               <C>           <C>
YEAR ENDED SEPTEMBER 30, 2000
Reserves deducted from asset accounts
   Accounts receivable                                       $  23             $ 15          $(12)(1)          $ (1)         $  25
   Inventories                                                  15                3            (5)                -             13
-----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED SEPTEMBER 30, 1999
Reserves deducted from asset accounts
   Accounts receivable                                       $  19             $ 12          $ (8)(1)          $  -          $  23
   Inventories                                                  11                7            (3)                -             15
-----------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED SEPTEMBER 30, 1998
Reserves deducted from asset accounts
   Accounts receivable                                       $  25             $  8          $(10)(1)          $ (4)         $  19
   Inventories                                                  11                2            (2)                -             11
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Uncollected  amounts  written off, net of  recoveries of $1 million in
     2000 and $2 million in 1999 and 1998.



                                       20
<PAGE>
                              EXHIBIT INDEX

  EXHIBIT NO.                       DESCRIPTION

     10.9        -     Ashland Inc. Long-Term Incentive Plan.
     10.10       -     Ashland Inc. Directors' Charitable Award.
     10.11       -     Ashland Inc. 1993 Stock Incentive Plan.
     10.12       -     Ashland Inc. 1995 Performance Unit Plan.
     10.14       -     Ashland Inc. Deferred Compensation Plan.
     10.15       -     Ashland Inc. 1997 Stock Incentive Plan.
     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, 2000.
     21          -     List of subsidiaries.
     23          -     Consent of independent auditors.
     24          -     Power of Attorney, including resolutions of the Board of
                        Directors.
     27          -     Financial Data Schedule for the fiscal year ended
                        September 30, 2000.