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  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 4, 1999
<TABLE>
<CAPTION>



<S>                                                        <C>
/s/ Paul W. Chellgren                             /s/ Bernadine P. Healy
---------------------------------------       ---------------------------------
Paul W. Chellgren, Chairman of the Board          Bernadine P. Healy, Director
and Chief Executive Officer



/s/ J. Marvin Quin                                /s/ Mannie L. Jackson
---------------------------------------       ---------------------------------
J. Marvin Quin, Senior Vice President and         Mannie L. Jackson, Director
Chief Financial Officer



/s/ Kenneth L. Aulen                              /s/ Patrick F. Noonan
---------------------------------------       ---------------------------------
Kenneth L. Aulen, Administrative Vice President,  Patrick F. Noonan, Director
Controller and Principal Accounting Officer



/s/ Samuel C. Butler                              /s/ Jane C. Pfeiffer
---------------------------------------       ---------------------------------
Samuel C. Butler, Director                        Jane C. Pfeiffer, Director



/s/ Frank C. Carlucci                             /s/ Michael D. Rose
---------------------------------------       ---------------------------------
Frank C. Carlucci, Director                      Michael D. Rose, Director



/s/ Ernest H. Drew                                /s/ William L. Rouse, Jr.
---------------------------------------       ---------------------------------
Ernest H. Drew, Director                          William L. Rouse, Jr., Director



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



---------------------------------------
Ralph E. Gomory, Director

</TABLE>
<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 4,
                  1999,   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 4, 1999.

         IN WITNESS  WHEREOF,  I have  hereunto set my hand and affixed the
seal of the Corporation on this 11th day of November, 1999.



                                                 /s/ T. C. Wales
                                             ---------------------------------
                                             T. C. Wales
                                             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 the meeting be, and
it hereby is, approved with such changes as the Chairman of the Board,  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.