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                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                                FORM 10-K/A
                              AMENDMENT NO. 1
            Annual Report Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                FOR    THE FISCAL YEAR ENDED  SEPTEMBER 30, 1997 Commission
                       file number 1-2918

                                ASHLAND INC.
                          (a Kentucky corporation)

                           I.R.S. No. 61-0122250
                             1000 Ashland Drive
                          Russell, Kentucky 41169

                      Telephone Number: (606) 329-3333

              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. [ ]
         At October 31, 1997,  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 $3,174,811,812.  In
     determining  this amount,  Ashland  Inc.  has assumed that  directors,
     certain of its executive  officers,  and persons known to it to be the
     beneficial  owners of more than five  percent of its common  stock are
     affiliates.  Such  assumption  shall not be deemed  conclusive for any
     other purpose.
         At October 31, 1997, there were 75,019,275  shares of Registrant's
     common stock outstanding.


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                              EXPLANATORY NOTE

         This  amendment  to the Annual  Report on Form 10-K for the fiscal
year ended  September  30, 1997 (the "10-K") of Ashland Inc.  ("Ashland" or
the  "Company")  is being  filed  by  Ashland  in  order to amend  the last
paragraph of Note L to the  Consolidated  Financial  Statements for Ashland
and its subsidiaries,  incorporated in the 10-K by reference to sections of
Ashland's Annual Report to Shareholders for the fiscal year ended September
30, 1997. In accordance with Rule 12b-15 under the Securities  Exchange Act
of 1934,  as  amended,  the text of the  amended  item is set  forth in its
entirety in the page attached hereto.

         A new  consent  of Ernst &  Young,  independent  auditors  for the
Company, is being filed as an exhibit hereto.

<PAGE>
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

         Note L - Litigation, Claims and Contingencies

         Ashland  is  subject   to   various   federal,   state  and  local
         environmental  laws  and  regulations  that  require   remediation
         efforts at multiple  locations,  including  operating  facilities,
         previously  owned or operated  facilities,  and Superfund or other
         waste   sites.   Consistent   with  its   accounting   policy  for
         environmental   costs,   Ashland's   reserves  for   environmental
         assessments  and remediation  efforts  amounted to $150 million at
         September 30, 1997,  and $173 million at September 30, 1996.  Such
         amounts reflect Ashland's most likely estimates of the costs which
         will be incurred over an extended  period to remediate  identified
         environmental conditions for which costs are reasonably estimable.

         Environmental  reserves are subject to considerable  uncertainties
         that  affect  Ashland's  ability  to  estimate  its  share  of the
         ultimate costs of required remediation efforts. Such uncertainties
         involve the nature and extent of  contamination  at each site, the
         extent of required  cleanup  efforts under existing  environmental
         regulations,  widely varying costs of alternate  cleanup  methods,
         changes in  environmental  regulations,  the  potential  effect of
         continuing improvements in remediation technology,  and the number
         and financial strength of other potentially responsible parties at
         multiparty sites.

         During  1997,  the  U.S.  Environmental  Protection  Agency  (EPA)
         completed  comprehensive  inspections  of compliance  with federal
         environmental  laws and regulations at Ashland's three refineries.
         Ashland  continues to cooperate and hold  discussions with the EPA
         concerning   these   inspections,   as  well  as  what  additional
         remediation actions may be required or costs may be incurred.

         In addition to environmental matters, Ashland and its subsidiaries
         are parties to numerous claims and lawsuits, some of which are for
         substantial amounts. While these actions are being contested,  the
         outcome of individual matters is not predictable with assurance.

         Ashland does not believe that any liability  resulting  from these
         matters,  after taking into consideration its insurance  coverages
         and amounts  already  provided for,  will have a material  adverse
         effect  on its  consolidated  financial  position,  cash  flows or
         liquidity.  However,  such matters could have a material effect on
         results of  operations  in a particular  quarter or fiscal year as
         they develop or as new issues are identified.

         (3) Exhibits Required by Item 601 of Regulation S-K

              23     -     Consent of independent auditors.

         Pursuant to the  requirements  of the  Securities  Exchange Act of
1934,  the  registrant  has duly caused this  Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

                              ASHLAND INC.

                                 By:   /s/ Thomas L. Feazell
                                     --------------------------------------
                                     Thomas L. Feazell
                                     Senior Vice President, General
                                      Counsel and Secretary



Dated:  May 1, 1998

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                               EXHIBIT INDEX

Exhibit No.                                   Description
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        3                  By-Laws of the Registrant, as amended

       23                  Consent of Ernst & Young LLP.