POWER OF ATTORNEY


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

Dated:  November 5, 1998



/s/ Paul W. Chellgren                             /s/ Ralph E. Gomory
---------------------------------------       ---------------------------------
Paul W. Chellgren, Chairman of the Board          Ralph E. Gomory, Director
and Chief Executive Officer



/s/ J. Marvin Quin                                /s/ Bernadine P. Healy
---------------------------------------       ---------------------------------
J. Marvin Quin, Senior Vice President and         Bernadine P. Healy, Director
Chief Financial Officer



/s/ Kenneth L. Aulen                              /s/ Mannie L. Jackson
---------------------------------------       ---------------------------------
Kenneth L. Aulen, Administrative Vice President,  Mannie L. Jackson, Director
Controller and Principal Accounting Officer



/s/ Samuel C. Butler                              /s/ Patrick F. Noonan
---------------------------------------       ---------------------------------
Samuel C. Butler, Director                        Patrick F. Noonan, Director



/s/ Frank C. Carlucci                             /s/ Jane C. Pfeiffer
---------------------------------------       ---------------------------------
Frank C. Carlucci, Director                      Jane C. Pfeiffer, Director



/s/ Ernest H. Drew                                /s/ Michael D. Rose
---------------------------------------       ---------------------------------
Ernest H. Drew, Director                          Michael D. Rose, Director



/s/ James B. Farley                              /s/ William L. Rouse, Jr.
---------------------------------------       ---------------------------------
James B. Farley, Director                        William L. Rouse, Jr., Director



<PAGE>

                                ASHLAND INC.

                     Certificate of Assistant Secretary


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

         (a)      Attached  hereto as Exhibit A is a true and correct  copy
                  of an  excerpt  from the  minutes  of the  meeting of the
                  Board of Directors of the Corporation held on November 5,
                  1998,   setting  forth  certain  actions  taken  at  such
                  meeting,  and the powers and authorities granted pursuant
                  to such actions have at all times been in effect  without
                  amendment,   waiver,  rescission  or  modification  since
                  November 5, 1998.

         IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed the
seal of the Corporation on this 18th day of November, 1998.



                                           /s/ T. C. Wales
                                           ---------------------------------
                                           T. C. Wales
                                           Assistant Secretary

[SEAL]

<PAGE>
                                                            EXHIBIT A

                                EXCERPT FROM

                       MINUTES OF DIRECTORS' MEETING

                                ASHLAND INC.

                              November 5, 1998



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

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

FURTHER RESOLVED,  that the Authorized  Persons be, and each of them hereby
is,  authorized  and directed to take such other action as may be necessary
and proper to implement the foregoing resolutions.