Exhibit 24

                                ASHLAND INC.

                     Certificate of Assistant Secretary


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

     (a)  Attached  hereto as  Exhibit A is a true and  correct  copy of an
excerpt  from the minutes of the meeting of the Board of  Directors  of the
Corporation  held on November 1, 2001,  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 1, 2001.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and affixed the seal
of the Corporation on this 30th day of November, 2001.


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

[SEAL]


<PAGE>


                                 Exhibit A

                         Annual Report on Form 10-K

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

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

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


<PAGE>




                             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,  DAVID L.
HAUSRATH  and LINDA L. FOSS,  and each of them,  his or her true and lawful
attorneys-in-fact  and agents, with full power to act without the others to
sign and file such Annual  Report and the exhibits  thereto and any and all
other documents in connection  therewith,  and any such amendments thereto,
with the Securities and Exchange Commission,  and to do and perform any and
all acts and things  requisite and necessary to be done in connection  with
the  foregoing  as fully as he or she might or could do in  person,  hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any
of them, may lawfully do or cause to be done by virtue hereof.

Dated:  November 1, 2001



 /s/ Paul W. Chellgren              /s/ Roger W. Hale
----------------------------        -----------------------------
Paul W. Chellgren,                  Roger W. Hale, Director
Chairman of the Board
and Chief Executive Officer


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


/s/ Kenneth L. Aulen               /s/ Mannie L. Jackson
----------------------------       ------------------------------
Kenneth L. Aulen,                  Mannie L. Jackson, Director
Administrative Vice President,
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/ William L. Rouse
----------------------------      -------------------------------
Ernest H. Drew, Director          William L. Rouse, Jr., Director


/s/ James B. Farley               /s/ Theodore M. Solso
----------------------------      -------------------------------
James B. Farley, Director         Theodore M. Solso, Director


/s/ Ralph E. Gomory               /s/ Michael J. Ward
----------------------------      -------------------------------
Ralph E. Gomory, Director         Michael J. Ward, Director