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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549


                           ---------------------


                                 FORM 10-Q





    (Mark One)
    |X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2006

                                     OR

    |_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

          For the transition period from _________ to ___________


                       Commission file number 1-32532

                                ASHLAND INC.
                          (a Kentucky corporation)
                           I.R.S. No. 20-0865835

                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                       Covington, Kentucky 41012-0391
                      Telephone Number (859) 815-3333





     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 whether the  Registrant is a large  accelerated
filer, an accelerated filer, or a non-accelerated  filer. See definition of
"accelerated  filer  and  large  accelerated  filer"  in Rule  12b-2 of the
Exchange Act. (Check One):

 Large Accelerated Filer |X| Accelerated Filer |_| Non-Accelerated Filer |_|

     Indicate by check mark whether the  Registrant  is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|


     At July 31, 2006, there were 71,102,809 shares of Registrant's Common
Stock  outstanding.

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                       PART I - FINANCIAL INFORMATION
                       ------------------------------

ITEM 1.  FINANCIAL STATEMENTS



-----------------------------------------------------------------------------------------------------------------------

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME

-----------------------------------------------------------------------------------------------------------------------
                                                                      Three months ended          Nine months ended
                                                                           June 30                     June 30
                                                                    -----------------------    ------------------------
(In millions except per share data - unaudited)                          2006         2005          2006          2005
-------------------------------------------------------------------------------------------    ------------------------
                                                                                                 

REVENUES
      Sales and operating revenues                                  $   2,691    $   2,492     $   7,378     $   6,731
      Equity income                                                         4          315             9           530
      Other income                                                         13           14            49            49
                                                                    ----------   ----------    ----------    ----------
                                                                        2,708        2,821         7,436         7,310
COSTS AND EXPENSES
      Cost of sales and operating expenses                              2,252        2,074         6,217         5,678
      Selling, general and administrative expenses                        329          337           948           957
                                                                    ----------   ----------    ----------    ----------
                                                                        2,581        2,411         7,165         6,635
                                                                    ----------   ----------    ----------    ----------
OPERATING INCOME                                                          127          410           271           675
      Gain (loss) on the MAP Transaction (a)                                -        1,295            (2)        1,295
      Loss on early retirement of debt                                      -         (143)            -          (145)
      Net interest and other financing income (costs)                       9          (31)           29           (89)
                                                                    ----------   ----------    ----------    ----------
INCOME FROM CONTINUING OPERATIONS
      BEFORE INCOME TAXES                                                 136        1,531           298         1,736
      Income tax (expense) benefit                                        (43)         236           (90)          157
                                                                    ----------   ----------    ----------    ----------
INCOME FROM CONTINUING OPERATIONS                                          93        1,767           208         1,893
      Results from discontinued operations (net of income taxes)            -            -            (1)            -
                                                                    ----------   ----------    ----------    ----------
NET INCOME                                                          $      93    $   1,767     $     207     $   1,893
                                                                    ==========   ==========    ==========    ==========

BASIC EARNINGS PER SHARE - Note H
      Income from continuing operations                             $    1.31    $   24.13     $    2.91     $   26.11
      Results from discontinued operations                                  -            -          (.01)            -
                                                                    ----------   ----------    ----------    ----------
      Net income                                                    $    1.31    $   24.13     $    2.90     $   26.11
                                                                    ==========   ==========    ==========    ==========

DILUTED EARNINGS PER SHARE - Note H
      Income from continuing operations                             $    1.29    $   23.65     $    2.87     $   25.48
      Results from discontinued operations                                  -            -          (.01)            -
                                                                    ----------   ----------    ----------    ----------
      Net income                                                    $    1.29    $   23.65     $    2.86     $   25.48
                                                                    ==========   ==========    ==========    ==========

DIVIDENDS PAID PER COMMON SHARE                                     $    .275    $    .275     $    .825     $    .825

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(a)  "MAP  Transaction"  refers to the June 30, 2005  transfer of Ashland's
     38% interest in Marathon Ashland Petroleum LLC (MAP), Ashland's maleic
     anhydride  business  and 60  Valvoline  Instant Oil Change  centers in
     Michigan  and  northwest  Ohio  to  Marathon  Oil   Corporation  in  a
     transaction valued at approximately $3.7 billion.

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     2



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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

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                                                                                June 30   September 30        June 30
(In millions - unaudited)                                                          2006           2005           2005
-----------------------------------------------------------------------------------------------------------------------
                                                                                                    

                                      ASSETS
                                      ------
CURRENT ASSETS
      Cash and cash equivalents                                                $    363       $    985       $    692
      Available-for-sale securities                                                 621            403              -
      Accounts receivable proceeds from the MAP Transaction - Note C                  -              -            913
      Accounts receivable                                                         1,805          1,642          1,564
      Allowance for doubtful accounts                                               (46)           (43)           (44)
      Inventories - Note E                                                          625            527            567
      Deferred income taxes                                                          96            122            113
      Other current assets                                                          153            121            125
                                                                               ---------      ---------      ---------
                                                                                  3,617          3,757          3,930
INVESTMENTS AND OTHER ASSETS
      Goodwill and other intangibles                                                710            650            649
      Asbestos insurance receivable (noncurrent portion)                            446            370            374
      Deferred income taxes                                                         182            175            160
      Other noncurrent assets                                                       464            441            428
                                                                               ---------      ---------      ---------
                                                                                  1,802          1,636          1,611
PROPERTY, PLANT AND EQUIPMENT
      Cost                                                                        3,463          3,274          3,219
      Accumulated depreciation, depletion and amortization                       (1,949)        (1,852)        (1,839)
                                                                               ---------      ---------      ---------
                                                                                  1,514          1,422          1,380
                                                                               ---------      ---------      ---------

                                                                               $  6,933       $  6,815       $  6,921
                                                                               =========      =========      =========

                       LIABILITIES AND STOCKHOLDERS' EQUITY
                       ------------------------------------
CURRENT LIABILITIES
      Debt due within one year                                                 $     18       $     12       $     78
      Trade and other payables                                                    1,420          1,520          1,358
      Income taxes                                                                   48             13             71
                                                                               ---------      ---------      ---------
                                                                                  1,486          1,545          1,507
NONCURRENT LIABILITIES
      Long-term debt (less current portion)                                          70             82             90
      Employee benefit obligations                                                  417            358            444
      Reserves of captive insurance companies                                       182            182            190
      Asbestos litigation reserve (noncurrent portion)                              592            521            534
      Other long-term liabilities and deferred credits                              385            388            409
                                                                               ---------      ---------      ---------
                                                                                  1,646          1,531          1,667

STOCKHOLDERS' EQUITY                                                              3,801          3,739          3,747
                                                                               ---------      ---------      ---------

                                                                               $  6,933       $  6,815       $  6,921
                                                                               =========      =========      =========


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     3



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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY

-----------------------------------------------------------------------------------------------------------------------
                                                                                            Accumulated
                                                                                                  other
                                                    Common        Paid-in       Retained  comprehensive
(In millions - unaudited)                            stock        capital       earnings           loss (a)      Total
-----------------------------------------------------------------------------------------------------------------------
                                                                                             

BALANCE AT SEPTEMBER 30, 2004                   $       72     $      478     $    2,262     $     (106)    $    2,706
      Total comprehensive income (b)                                               1,893             11          1,904
      Cash dividends                                                                 (60)                          (60)
      Distribution of Marathon shares
        from the MAP Transaction - Note C                                           (936)                         (936)
      Issued 2,620,653 common shares under
        stock incentive and other plans                  2            131                                          133
                                                -----------    -----------    -----------    -----------    -----------
BALANCE AT JUNE 30, 2005                        $       74     $      609     $    3,159     $      (95)    $    3,747
                                                ===========    ===========    ===========    ===========    ===========


BALANCE AT SEPTEMBER 30, 2005                   $        1     $      605      $   3,251      $    (118)    $    3,739
      Total comprehensive income (b)                                                 207             22            229
      Cash dividends                                                                 (59)                          (59)
      Issued 629,994 common shares under
        stock incentive and other plans                                31             (1)                           30
      Repurchase of 2,402,030 common shares                          (138)                                        (138)
                                                -----------    -----------    -----------    -----------    -----------
BALANCE AT JUNE 30, 2006                        $        1     $      498     $    3,398     $      (96)    $    3,801
                                                ===========    ===========    ===========    ===========    ===========

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(a)  At June 30, 2006,  the  accumulated  other  comprehensive  loss of $96
     million (after tax) was comprised of net unrealized  translation gains
     of $65 million,  a minimum  pension  liability of $160 million and net
     unrealized losses on cash flow hedges of $1 million.
(b)  Reconciliations of net income to total comprehensive income follow.




                                                                   Three months ended             Nine months ended
                                                                         June 30                       June 30
                                                               --------------------------    --------------------------
(In millions)                                                        2006           2005           2006           2005
-----------------------------------------------------------------------------------------------------------------------
                                                                                                

Net income                                                     $       93     $    1,767     $      207     $    1,893
Unrealized translation gains (losses)                                  27            (27)            21             11
    Related tax benefit                                                 -             (1)             1              1
Net unrealized gains (losses) on cash flow hedges                       -             (2)             -             (1)
                                                               -----------    -----------    -----------    -----------
Total comprehensive income                                     $      120     $    1,737     $      229     $    1,904
                                                               ===========    ===========    ===========    ===========

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SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     4



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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS

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                                                                                                               Nine months ended
                                                                                                                    June 30
                                                                                                           -----------------------
(In millions - unaudited)                                                                                      2006          2005
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                   

CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
   Net income                                                                                              $    207      $  1,893
   Results from discontinued operations (net of income taxes)                                                     1             -
   Adjustments to reconcile income from continuing operations to cash flows from operating activities
       Depreciation, depletion and amortization                                                                 159           141
       Deferred income taxes                                                                                      7          (515)
       Equity income from affiliates                                                                             (9)         (530)
       Distributions from equity affiliates                                                                       9           277
       Loss (gain) on the MAP Transaction - Note C                                                                2        (1,295)
       Loss on early retirement of debt - Note C                                                                  -           145
       Change in operating assets and liabilities (a) (revised - see Note A)                                   (259)            5
       Other items                                                                                               (2)           (5)
                                                                                                           ---------     ---------
                                                                                                                115           116
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS
   Proceeds from issuance of common stock                                                                        17           100
   Excess tax benefits from share-based payment arrangements                                                      6            17
   Repayment of long-term debt                                                                                   (7)       (1,477)
   Repurchase of common stock                                                                                  (138)            -
   Decrease in short-term debt                                                                                    -           (40)
   Cash dividends paid                                                                                          (59)          (60)
                                                                                                           ---------     ---------
                                                                                                               (181)       (1,460)
CASH FLOWS FROM INVESTMENT ACTIVITIES FROM CONTINUING OPERATIONS
   Additions to property, plant and equipment                                                                  (189)         (285)
   Purchase of operations - net of cash acquired                                                               (177)         (152)
   Proceeds from sale of operations                                                                              12         2,397
   Purchases of available-for-sale securities                                                                  (645)            -
   Proceeds from sales and maturities of available-for-sale securities                                          437             -
   Purchase of accounts receivable (revised - see Note A)                                                         -          (150)
   Other - net                                                                                                   11             9
                                                                                                           ---------     ---------
                                                                                                               (551)        1,819
                                                                                                           ---------     ---------
CASH (USED) PROVIDED BY CONTINUING OPERATIONS                                                                  (617)          475
   Cash used by discontinued operations (revised - see Note A)
      Operating cash flows                                                                                       (5)          (26)
                                                                                                           ---------     ---------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                                               (622)          449

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                                 985           243
                                                                                                           ---------     ---------
CASH AND CASH EQUIVALENTS - END OF PERIOD                                                                  $    363      $    692
                                                                                                           =========     =========

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(a)  Excludes changes resulting from operations acquired or sold.

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     5

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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NOTE A - BASIS OF PRESENTATION

   The accompanying  unaudited condensed  consolidated financial statements
   have been prepared in accordance with U.S. generally accepted accounting
   principles for interim  financial  reporting and Securities and Exchange
   Commission  regulations.  Although  such  statements  are subject to any
   year-end  audit  adjustments  which may be necessary,  in the opinion of
   management,  all adjustments  (consisting of normal recurring  accruals)
   considered  necessary for a fair presentation have been included.  These
   financial statements should be read in conjunction with Ashland's Annual
   Report on Form 10-K, as amended, for the fiscal year ended September 30,
   2005. Results of operations for the periods ended June 30, 2006, are not
   necessarily  indicative  of results to be  expected  for the year ending
   September 30, 2006.  Certain prior period data has been  reclassified in
   the  consolidated  financial  statements and  accompanying  footnotes to
   conform to current period presentation.

   Ashland has separately  disclosed in the Statements of Consolidated Cash
   Flows  the  operating  portion  of the cash  flows  attributable  to its
   discontinued  operations,  which in prior  periods  were  reported  on a
   combined basis as a single amount.  There were no financing or investing
   cash flows related to discontinued  operations for the reported periods.
   In  addition,  for the  nine  month  period  ended  June 30,  2005,  the
   presentation of Ashland's  repurchase of accounts receivable  previously
   sold  under  its sale of  receivables  facility  has been  revised.  The
   Investment section contains a new caption entitled "Purchase of accounts
   receivable" for the $150 million cash outflow in the period. The "Change
   in operating  assets and liabilities"  caption in the Operating  section
   has been  increased by $150  million.  As a result,  the  repurchase  is
   reflected  as an  investing  cash  outflow  in  the  June  2005  period.
   Collections of these  receivables will be reflected as an investing cash
   inflow in the September 2005 cash flow statement.

   In the June 2006 quarter, Ashland redefined its reporting segments as it
   continues to evolve into a  diversified  chemical  company.  Performance
   Materials  and  Water  Technologies,  formerly  combined  under  Ashland
   Specialty  Chemical  have  now been  separately  disclosed  since  these
   businesses  serve different  markets and recent  acquisitions  have made
   Water  Technologies  a much  larger and more  distinct  part of Ashland.
   Performance Materials includes three related business groups:  Composite
   Polymers, Casting Solutions, and Specialty Polymers and Adhesives. Water
   Technologies   also  includes  three  related  business   groups:   Drew
   Industrial,  Drew Marine, and Environmental and Process Solutions (which
   is the  business  acquired  from  Degussa  AG in May  2006).  Disclosing
   Performance Materials and Water Technologies separately provides greater
   visibility to Ashland's strategy of expanding its products, services and
   geographical reach in key market segments where it competes. For further
   information  on this revised  disclosure  see  "Information  by Industry
   Segment"  immediately  following  the  Notes to  Condensed  Consolidated
   Financial Statements on pages 17 and 18 of this document.  Prior periods
   have been conformed to the current period presentation.

   The preparation of Ashland's condensed consolidated financial statements
   requires  management to make estimates and  assumptions  that affect the
   reported amounts of assets, liabilities,  revenues and expenses, and the
   disclosures of contingent assets and liabilities. Significant items that
   are subject to such estimates and assumptions include long-lived assets,
   employee  benefit  obligations,  income taxes,  reserves and  associated
   receivables  for asbestos  litigation,  environmental  remediation,  and
   income  recognized under  construction  contracts.  Although  management
   bases  its  estimates  on  historical   experience   and  various  other
   assumptions that are believed to be reasonable under the  circumstances,
   actual  results  could differ  significantly  from the  estimates  under
   different assumptions or conditions.

                                     6

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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NOTE B - NEW ACCOUNTING STANDARDS

   In December 2004, the Financial Accounting Standards Board (FASB) issued
   Statement No. 123R (FAS 123R),  which revised FAS 123,  "Accounting  for
   Stock-Based  Compensation,"  by requiring the  expensing of  share-based
   compensation  based on the grant-date  fair value of the award.  FAS 123
   had provided  companies  the option of  expensing  such awards or merely
   disclosing  the pro  forma  effects  of such  expensing  in the notes to
   financial  statements.  As of October 1, 2002,  Ashland began  expensing
   employee  stock  options  in  accordance  with  FAS 123 and its  related
   amendments. Ashland elected the modified prospective method of adoption,
   under which  compensation costs recorded in the year ended September 30,
   2003  were the same as that  which  would  have  been  recorded  had the
   recognition  provisions  of FAS  123  been  applied  from  its  original
   effective  date.  Results for prior periods were not restated.  FAS 123R
   also  required an  additional  caption in the  financing  section of the
   Statements of Consolidated  Cash Flows to present  separately the excess
   tax benefits from share based-payment arrangements.  The adoption of FAS
   123R during the December 2005 quarter did not have a material  effect on
   Ashland's financial position, results of operations or cash flows.

   In  June  2006,  the  FASB  issued   Interpretation  No.  48  (FIN  48),
   "Accounting  for  Uncertainty  in  Income  Taxes"  which  clarifies  the
   accounting for uncertainty in income taxes recognized in an enterprise's
   financial  statements in accordance with Financial  Accounting  Standard
   No. 109,  "Accounting for Income Taxes." FIN 48 prescribes a recognition
   threshold  and  measurement   attribute  for  the  financial   statement
   recognition  and  measurement  of a tax position taken or expected to be
   taken in a tax return.  FIN 48 also provides  guidance on derecognition,
   classification,  interest and penalties,  accounting in interim periods,
   disclosure,  and  transition.  FIN 48 becomes  effective  for Ashland on
   October 1, 2007 and is currently being evaluated by Ashland to determine
   the effect on the condensed consolidated financial statements.

NOTE C - ACQUISITIONS AND DIVESTITURES

   ACQUISITIONS

   In May 2006,  Ashland  acquired the water treatment  business of Degussa
   AG,  branded  under  the  Stockhausen  name,  with  five   manufacturing
   facilities operating in Germany,  China,  Brazil,  Russia and the United
   States. The acquisition allows Ashland's Water Technologies  division to
   expand its  technology  base,  product  line and  service  levels  while
   continuing  to  develop  its  presence  in  key  emerging  international
   markets.  The  transaction,  denominated  in Euros,  was  valued at $162
   million at the exchange rate on the  acquisition  date. A summary of the
   preliminary purchase price allocation follows.

      -----------------------------------------------------------------
                                                              Assets
      (In millions)                                     (liabilities)
      -----------------------------------------------------------------
      Accounts receivable                                    $    65
      Inventories                                                 31
      Property, plant and equipment                               61
      Goodwill and other intangibles                              55
      Trade and other payables                                   (20)
      Other noncurrent assets (liabilities) - net                (30)
                                                             --------
                                                             $   162
                                                             ========

                                     7

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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NOTE C - ACQUISITIONS AND DIVESTITURES (CONTINUED)

   Also  during  2006,  three  small   acquisitions   were  made  by  Water
   Technologies and Valvoline. All acquisitions are accounted for under the
   purchase  method of  accounting.  Ashland is currently in the process of
   finalizing its valuation of the assets acquired and liabilities  assumed
   for several  acquisitions  to assist it in allocating the purchase price
   to  the  individual  assets  acquired  and  liabilities   assumed.   The
   preliminary  allocation of purchase price included in the current period
   balance sheet is based on Ashland's current best estimate and is subject
   to  revision  based  on  final  determination  of  fair  value.  Ashland
   anticipates  that the  valuations  will be completed  prior to the first
   anniversary of the acquisitions.

   DIVESTITURES - MAP TRANSACTION

   On June 30, 2005, Ashland completed its previously  announced  agreement
   with  Marathon to transfer  Ashland's  38% interest in MAP and two other
   businesses  to  Marathon  in  a  transaction   valued  at  approximately
   $3.7 billion  (the "MAP  Transaction").  The two other  businesses  were
   Ashland's maleic anhydride  business and 60 Valvoline Instant Oil Change
   centers in Michigan and northwest Ohio.

   As a result of the transaction, Old Ashland shareholders of record as of
   the close of business on June 30,  2005 received .2364  Marathon  shares
   and one  Ashland  share  per Old  Ashland  share.  In  total,  Ashland's
   shareholders received 17,538,815 shares of Marathon common stock with an
   aggregate value of $936 million  based upon the June 30 closing price of
   Marathon  stock.  Additionally,  the  transaction  resulted in Ashland's
   receipt  of  $2.4 billion  in  cash  and  MAP  accounts   receivable  of
   $913 million,  which totaled $3.3 billion.  This amount was comprised of
   $2.8 billion of cash and accounts receivable,  which amount was included
   in the  $3.7 billion  transaction  value, and $518 million of additional
   cash and accounts  receivable  representing  38% of MAP's  distributable
   cash and other  adjustments  as of June 30,  2005.

   Proceeds net of expenses of $26 million exceeded the book investment and
   resulted  in a pretax  gain of  $1,295 million  recorded  in the periods
   ended June 30, 2005. Even though the Marathon common stock  distribution
   went directly to Ashland shareholders,  for financial reporting purposes
   the  Marathon   stock  is  reflected  as  non-cash   proceeds  from  the
   transaction,  included  in the gain  computation,  and  then  shown as a
   distribution  to  shareholders  out of retained  earnings  in  Ashland's
   stockholders' equity progression. The pretax gain is shown on a separate
   line caption on the Statements of  Consolidated  Income below  operating
   income and labeled  "Gain on the MAP  Transaction."  Because none of the
   businesses  qualify as  discontinued  operations  under  FASB  Statement
   No. 144  (FAS 144),  "Accounting  for  the  Impairment  or  Disposal  of
   Long-Lived  Assets,"  the gain is  reported  in income  from  continuing
   operations, with no restatement of prior results.

   The MAP Transaction  was structured to be generally  tax-free to Ashland
   shareholders and tax-efficient to Ashland.  Ashland and Marathon entered
   into a closing  agreement with the Internal  Revenue  Service (IRS) with
   respect to various tax  consequences of the  transaction.  Pursuant to a
   Tax Matters Agreement (TMA) with Marathon, any tax payable under Section
   355(e)  of the  Internal  Revenue  Code  on the  transaction  up to $200
   million  will be borne by  Marathon,  with the next $175  million  being
   borne by Ashland,  and any tax over $375  million  being  split  equally
   between  the two  companies.  Ashland  has  incurred  approximately  $14
   million of Section 355(e) tax which has been borne by Marathon.

   Due to the structure of the transaction, Marathon is entitled to the tax
   deductions  for  Ashland's   future   payments  of  certain   contingent
   liabilities related to previously owned businesses of Ashland.  However,
   pursuant  to the terms of the TMA,  Marathon  has  agreed to  compensate
   Ashland for these tax deductions.  At June 30, 2005,  Ashland recorded a
   discounted  receivable of $65 million for the estimated present value of

                                     8

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

NOTE C - ACQUISITIONS AND DIVESTITURES (CONTINUED)

   probable  recoveries  from  Marathon for the portion of these future tax
   deductions  which is not dependent  upon  Marathon's  ability to utilize
   these  deductions.  This receivable is included in the total pretax gain
   on the  transaction  and is  included  in  other  noncurrent  assets  on
   Ashland's  balance  sheet.  Deferred tax assets  previously  recorded on
   these  contingent  liabilities  were  reversed  through  the  income tax
   provision for the transaction.  Adjustments to the receivable  resulting
   from changes in the liability  estimates  have been and will continue to
   be recorded  in the "Gain on the MAP  Transaction"  line  caption on the
   income statement,  while the accretion of the discount will be reflected
   in  interest  income.  As of June 30,  2006,  this  receivable  had been
   reduced to $56 million.

   Net deferred tax liabilities totaling $328 million were reversed through
   the income tax provision for the  transaction  as of June 30, 2005.  The
   reversal of deferred taxes,  including those deferred tax assets related
   to the contingent  liabilities  discussed above,  reflects the fact that
   Marathon assumes  Ashland's tax basis in these net assets as a result of
   the MAP Transaction.

   Ashland  used  a  substantial   portion  of  the  proceeds  of  the  MAP
   Transaction  to  retire  most of its debt and  certain  other  financial
   obligations.  In  addition  to the  repurchase  of  accounts  receivable
   previously sold under its sale of receivables  facility and the purchase
   of $101  million of assets that were  formerly  leased  under  operating
   leases,  Ashland  retired  approximately  $1.54 billion of balance sheet
   debt as of June 30, 2005 and incurred a loss on the early  retirement of
   debt of $143 million during the quarter and $145 million during the nine
   months  ended  June 30,  2005.  The  loss  consisted  of debt  repayment
   premiums of $139  million,  a tender fee of $3 million and the write-off
   of deferred  debt  issuance  costs of $3  million.  A tax benefit of $56
   million  during the quarter and $57 million during the nine months ended
   June 30, 2005 was  recorded  for the loss on early  retirement  of debt.
   Ashland  has and will  continue  to  retire  additional  debt and  other
   financial obligations in subsequent quarters.

   The gain on the MAP  Transaction  and the loss on  early  retirement  of
   debt,  net of their  respective  tax  effects,  increased  net income by
   $1,536 million,  or  $20.56  per  share,  for the  third  quarter  ended
   June 30,  2005.  In  addition,  the  operating  income  earned  from the
   businesses  sold during this quarter added $173 million of net income or
   $2.31 per share. Due to the continuing nature of certain tax issues, the
   gain has been  adjusted in subsequent  quarters,  and may continue to be
   adjusted in future periods,  primarily in the tax area due to the unique
   and complicated tax aspects of the transaction.  Adjustments to the gain
   in  subsequent  periods  will  be  reflected  in the  quarter  they  are
   determined.

   DIVESTITURES - OTHER

   In January 2006, APAC sold its operations in the Richmond,  Virginia and
   Shawnee,   Oklahoma  market  areas.   Both  of  these   businesses  were
   unprofitable in 2005 and were part of APAC's "fix or exit" team analysis
   that was  completed  in the second  quarter of the current  fiscal year.
   These two  transactions  did not have a significant  effect on Ashland's
   condensed consolidated financial statements.

NOTE D - DEBT DEFEASANCE

   During the December 2005 quarter  Ashland  entered into an  in-substance
   defeasance of  approximately  $49 million to repay current and long-term
   debt that had a carrying value of $44 million on the balance sheet as of
   December 31, 2005.  Because the transaction  was not a legal  defeasance
   the  investment  has been  placed  into a trust and will be  exclusively
   restricted to future  obligations  and repayments  related to these debt
   instruments.  The investments  have been classified on the balance sheet
   as  other  current  assets  or  other  noncurrent  assets  based  on the
   contractual  debt  repayment  schedule.  At June 30, 2006,  the carrying
   value of the investments to defease debt,  including other  defeasements
   accomplished  in fiscal 2005, was  $56 million and the carrying value of
   the debt was $49 million.

                                     9

---------------------------------------------------------------------------

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

NOTE E - INVENTORIES

   Inventories  are  carried  at the  lower  of  cost  or  market.  Certain
   chemicals, plastics and lubricants are valued at cost using the last-in,
   first-out  (LIFO) method.  The remaining  inventories are stated at cost
   using the  first-in,  first-out  (FIFO)  method or average  cost  method
   (which  approximates  FIFO).  The following table  summarizes  Ashland's
   inventories as of the reported balance sheet dates.



----------------------------------------------------------------------------------------------------------------
                                                                       June 30     September 30         June 30
(In millions)                                                             2006             2005            2005
----------------------------------------------------------------------------------------------------------------
                                                                                           

Chemicals and plastics                                              $      518      $       429     $       449
Construction materials                                                      97               80              85
Lubricants                                                                  83               68              76
Other products                                                              59               67              70
Supplies                                                                    12                9               8
Excess of replacement costs over LIFO carrying values                     (144)            (126)           (121)
                                                                    -----------     ------------    ------------
                                                                    $      625      $       527     $       567
                                                                    ===========     ============    ============


NOTE F - UNCONSOLIDATED AFFILIATES

   On June 30, 2005,  Ashland  completed the MAP  Transaction.  For further
   detailed information on this transaction see Note C within this document
   or Note D of Notes to  Consolidated  Financial  Statements  in Ashland's
   Annual  Report on Form  10-K,  as  amended,  for the  fiscal  year ended
   September  30,  2005.  Separate  audited  financial  statements  for MAP
   required by Rule 3-09 of  Regulation  S-X were filed on a Form 10-K/A on
   March 30, 2006.  Income statement  information for MAP during the period
   of ownership is shown below.

   MAP was organized as a limited  liability company that had elected to be
   taxed as a  partnership.  Therefore,  the parents were  responsible  for
   income taxes applicable to their share of MAP's taxable income.  The net
   income  reflected below for MAP did not include any provision for income
   taxes that would have been incurred by its parents.

---------------------------------------------------------------------------
                                 Three months ended      Nine months ended
                                      June 30                 June 30
                                 -------------------    -------------------
(In millions)                       2006        2005       2006        2005
---------------------------------------------------------------------------

Sales and operating revenues     $     -    $ 14,282    $     -    $ 38,195
Income from operations                 -         823          -       1,408
Net income                             -         823          -       1,396
Ashland's equity income                -         309          -         518

NOTE G - GOODWILL AND OTHER INTANGIBLES

   In accordance with FASB Statement No. 142 (FAS 142), "Goodwill and Other
   Intangible  Assets," Ashland has discontinued the practice of amortizing
   goodwill and other intangible assets with indefinite lives and initiated
   an annual  review for  impairment.  Impairment  is to be  examined  more
   frequently if certain indicators are encountered.  Ashland has completed
   its most recent annual  goodwill  impairment test required by FAS 142 as
   of July 1, 2005 and has determined that no impairment exists.

   The  following  is a  progression  of  goodwill  by segment for the nine
   months ended June 30, 2006 and 2005.

                                    10

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

NOTE G - GOODWILL AND OTHER INTANGIBLES (CONTINUED)



-----------------------------------------------------------------------------------------------------------------------
                                                 Performance                                       Water
(In millions)                             APAC     Materials  Distribution      Valvoline   Technologies         Total
-----------------------------------------------------------------------------------------------------------------------
                                                                                          

Balance at September 30, 2004       $      411    $       57    $        -    $         6    $        39    $      513
Acquisitions                                 2            43             1             17              -            63
                                    -----------   -----------   -----------   ------------   ------------   -----------
Balance at June 30, 2005            $      413    $      100    $        1    $        23    $        39    $      576
                                    ===========   ===========   ===========   ============   ============   ===========

Balance at September 30, 2005       $      413    $      100    $        1    $        24    $        39    $      577
Divestitures                                (4)            -             -              -              -            (4)
Acquisitions                                 -             2             -              5             32            39
Currency translation adjustment              -             2             -              -              1             3
                                    -----------   -----------   -----------   ------------   ------------   -----------
Balance at June 30, 2006            $      409    $      104    $        1    $        29    $        72    $      615
                                    ===========   ===========   ===========   ============   ============   ===========


   Other  intangible  assets consist of  trademarks,  patents and licenses,
   non-compete agreements, sale contracts,  customer lists and intellectual
   property.  Intangibles are amortized on a straight-line basis over their
   estimated useful lives. The cost of trademarks is amortized  principally
   over 10 to 25 years  and  patents  and  other  intangibles  over 3 to 17
   years.   Ashland  reviews  intangible  assets  for  possible  impairment
   whenever  events or  changes in  circumstances  indicate  that  carrying
   amounts may not be recoverable.

   Other  intangible  assets were comprised of the following as of June 30,
   2006 and 2005.



-----------------------------------------------------------------------------------------------------------
                                                 2006                                   2005
                                   ---------------------------------     ----------------------------------
                                      Gross                      Net         Gross                      Net
                                   carrying   Accumulated   carrying      carrying   Accumulated   carrying
(In millions)                        amount  amortization     amount        amount  amortization     amount
--------------------------------------------------------------------      ---------------------------------
                                                                                 

Trademarks                         $     66      $    (19)  $     47      $     56      $    (18)  $     38
Patents and other intangibles            66           (18)        48            49           (14)        35
                                   --------      ---------  --------      --------      ---------  --------
Total intangible assets            $    132      $    (37)  $     95      $    105      $    (32)  $     73
                                   ========      =========  ========      ========      =========  ========


   As of June 30, 2006, all of Ashland's other intangible assets that had a
   carrying value were being amortized.  Amortization expense recognized on
   intangible  assets for the three months ended June 30 was $1 million for
   2006  and $2  million  for  2005.  Amortization  expense  recognized  on
   intangible  assets for the nine months  ended June 30 was $4 million for
   2006 and $5 million for 2005. Estimated  amortization expense for future
   periods is $7 million in 2006  (includes  nine  months  actual and three
   months estimated), $9 million in 2007, $8 million in 2008, $7 million in
   2009 and $5 million in 2010.

NOTE H - EARNINGS PER SHARE

   The  following  table sets forth the  computation  of basic and  diluted
   earnings per share (EPS) from continuing operations.

                                    11

---------------------------------------------------------------------------

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

NOTE H - EARNINGS PER SHARE (CONTINUED)




-----------------------------------------------------------------------------------------------------------------------
                                                                       Three months ended         Nine months ended
                                                                             June 30                   June 30
                                                                     ------------------------   -----------------------
(In millions except per share data)                                       2006          2005         2006         2005
-----------------------------------------------------------------------------------------------------------------------
                                                                                                 

NUMERATOR
Numerator for basic and diluted EPS - Income
      from continuing operations                                     $      93    $    1,767    $     208    $   1,893
                                                                     ==========   ===========   ==========   ==========
DENOMINATOR
Denominator for basic EPS - Weighted average
      common shares outstanding                                             71            73           71           72
Common shares issuable upon exercise of stock options                        1             2            1            2
                                                                     ----------   -----------   ----------   ----------
Denominator for diluted EPS - Adjusted weighted
      average shares and assumed conversions                                72            75           72           74
                                                                     ==========   ===========   ==========   ==========

EPS FROM CONTINUING OPERATIONS
Basic                                                                $    1.31    $    24.13    $    2.91    $   26.11
Diluted                                                              $    1.29    $    23.65    $    2.87    $   25.48


NOTE I - EMPLOYEE BENEFIT PLANS

   As of June 30, 2006,  Ashland has made  contributions  of $75 million to
   its U.S.  pension  plans and $8 million to its non-U.S.  pension  plans.
   Ashland does not anticipate  contributing  additional  funds to its U.S.
   and non-U.S.  pension plans during the last quarter of fiscal year 2006.
   The  following  table  details  the  components  of  pension  and  other
   postretirement benefit costs.



-----------------------------------------------------------------------------------------------------------------------
                                                                                                Other postretirement
                                                                       Pension benefits               benefits
                                                                   -------------------------  -------------------------
(In millions)                                                            2006          2005         2006          2005
-----------------------------------------------------------------------------------------------------------------------
                                                                                                

THREE MONTHS ENDED JUNE 30
Service cost                                                       $       15    $       13   $        2    $        2
Interest cost                                                              23            20            5             4
Expected return on plan assets                                            (27)          (21)           -             -
Amortization of prior service credit                                        -             -           (3)           (2)
Amortization of net actuarial loss                                         12             8            -             -
                                                                   -----------   -----------  -----------   -----------
                                                                   $       23    $       20   $        4    $        4
                                                                   ===========   ===========  ===========   ===========


NINE MONTHS ENDED JUNE 30
Service cost                                                       $       44    $       40   $        6    $        7
Interest cost                                                              65            59           11            12
Expected return on plan assets                                            (76)          (59)           -             -
Amortization of prior service credit                                        -             -           (7)           (7)
Amortization of net actuarial loss                                         32            24            1             3
                                                                   -----------   -----------  -----------   -----------
                                                                   $       65    $       64   $       11    $       15
                                                                   ===========   ===========  ===========   ===========


                                    12

---------------------------------------------------------------------------

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

NOTE J - LITIGATION, CLAIMS AND CONTINGENCIES

   ASBESTOS-RELATED LITIGATION

   Ashland is subject to liabilities  from claims alleging  personal injury
   caused by  exposure  to  asbestos.  Such claims  result  primarily  from
   indemnification  obligations  undertaken in 1990 in connection  with the
   sale of Riley Stoker Corporation (Riley), a former subsidiary.  Although
   Riley  was  neither a  producer  nor a  manufacturer  of  asbestos,  its
   industrial   boilers  contained  some   asbestos-containing   components
   provided by other companies.

   A summary  of  asbestos  claims  activity  follows.  Because  claims are
   frequently  filed and settled in large groups,  the amount and timing of
   settlements and number of open claims can fluctuate  significantly  from
   period to period.



----------------------------------------------------------------------------------------------------------------------
                                                 Nine months ended
                                                      June 30                        Years ended September 30
                                             ---------------------------    ------------------------------------------
(In thousands)                                     2006            2005           2005            2004           2003
----------------------------------------------------------------------------------------------------------------------
                                                                                            

Open claims - beginning of period                   184             196            196             198            160
New claims filed                                      4              10             12              29             66
Claims settled                                       (3)             (5)            (6)             (7)            (7)
Claims dismissed                                    (16)            (16)           (18)            (24)           (21)
                                             -----------     -----------    -----------     -----------    -----------
Open claims - end of period                         169             185            184             196            198
                                             ===========     ===========    ===========     ===========    ===========


   Since October 1, 2002, Riley has been dismissed as a defendant in 77% of
   the  resolved  claims.  Amounts  spent on  litigation  defense and claim
   settlements  averaged $1,655 per claim resolved in the nine months ended
   June 30,  2006,  compared  to $1,675 in the nine  months  ended June 30,
   2005, and annual  averages of $1,985 in 2005,  $1,655 in 2004 and $1,610
   in 2003. A progression of activity in the asbestos  reserve is presented
   in the following table.



-----------------------------------------------------------------------------------------------------------------------
                                                 Nine months ended
                                                      June 30                        Years ended September 30
                                             ---------------------------    -------------------------------------------
(In millions)                                      2006            2005           2005            2004            2003
-----------------------------------------------------------------------------------------------------------------------
                                                                                            

Asbestos reserve - beginning of period       $      571      $      618     $      618      $      610     $       202
Expense incurred                                    104               -              -              59             453
Amounts paid                                        (32)            (34)           (47)            (51)            (45)
                                             -----------     -----------    -----------     -----------    ------------
Asbestos reserve - end of period             $      643      $      584     $      571      $      618     $       610
                                             ===========     ===========    ===========     ===========    ============


   During the December  2002  quarter,  Ashland  increased  its reserve for
   asbestos  claims by $390  million to cover the  litigation  defense  and
   claim  settlement  costs for probable and  reasonably  estimable  future
   payments  related to  existing  open  claims,  as well as an estimate of
   those that may be filed in the future.  Prior to December 31, 2002,  the
   asbestos reserve was based on the estimated costs that would be incurred
   to settle existing open claims.  A range of estimates of future asbestos
   claims and related costs using various  assumptions  was developed  with
   the assistance of Hamilton,  Rabinovitz & Alschuler,  Inc.  (HR&A).  The
   methodology  used by HR&A to  project  future  asbestos  costs was based
   largely on  Ashland's  recent  experience,  including  claim-filing  and
   settlement rates,  disease mix, open claims,  and litigation defense and
   claim settlement  costs.  Ashland's claim experience was compared to the
   results of previously conducted  epidemiological  studies estimating the
   number of people  likely to  develop  asbestos-related  diseases.  Those
   studies were  undertaken  in connection  with  national  analyses of the
   population  expected  to have  been  exposed  to  asbestos.  Using  that
   information,  HR&A estimated a range of the number of future claims that
   may be filed,  as well as the  related  costs  that may be  incurred  in
   resolving those claims.

                                    13

---------------------------------------------------------------------------

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

NOTE J - LITIGATION, CLAIMS AND CONTINGENCIES (CONTINUED)

   From the range of estimates,  Ashland recorded the amount it believed to
   be the best  estimate,  which  represented  the  expected  payments  for
   litigation defense and claim settlement costs during the next ten years.
   Subsequent  updates to this estimate have been made, with the assistance
   of HR&A,  based on a  combination  of a number of factors  including the
   actual volume of new claims, recent settlement costs, changes in the mix
   of alleged disease,  enacted  legislative  changes,  the number of years
   over which the costs extend, and other developments  impacting Ashland's
   estimate  of  future  payments.  The  number  of years of  future  costs
   represented  by Ashland's  reserves has varied since 2002 from ten to 29
   years, depending on the model selected. During the most recent update of
   this estimate  completed  during the June 2006 quarter it was determined
   that the  reserves  for  asbestos  claims  should be  increased  by $104
   million.  This  increase  in the  reserves is based on the  results of a
   non-inflated, non-discounted 51-year model developed with the assistance
   of HR&A, based on recent claims experience,  which represents  Ashland's
   current best estimate of future costs.  This increase  resulted in total
   reserves for asbestos claims of $643 million at June 30, 2006,  compared
   to $571 million at September 30, 2005 and $584 million at June 30, 2005.

   Projecting  future asbestos costs is subject to numerous  variables that
   are  extremely  difficult  to predict.  In  addition to the  significant
   uncertainties  surrounding  the number of claims that might be received,
   other variables  include the type and severity of the disease alleged by
   each  claimant,   the  long  latency  period  associated  with  asbestos
   exposure,  dismissal rates,  costs of medical  treatment,  the impact of
   bankruptcies  of other  companies  that  are  co-defendants  in  claims,
   uncertainties  surrounding the litigation  process from  jurisdiction to
   jurisdiction and from case to case, and the impact of potential  changes
   in legislative or judicial standards.  Furthermore, any predictions with
   respect to these  variables are subject to even greater  uncertainty  as
   the   projection   period   lengthens.   In  light  of  these   inherent
   uncertainties, Ashland believes its asbestos reserve represents the best
   estimate within a range of possible  outcomes.  As a part of the process
   to develop  Ashland's  estimates of future  asbestos  costs,  a range of
   long-term  cost  models is  developed  that  assumes a run-out of claims
   through  2057.  These models are based on national  studies that predict
   the number of people likely to develop asbestos-related diseases and are
   heavily influenced by assumptions  regarding  long-term  inflation rates
   for  indemnity  payments  and  legal  defense  costs,  as well as  other
   variables  mentioned  previously.  Ashland  has  estimated  that  it  is
   reasonably  possible  that total  future  litigation  defense  and claim
   settlement  costs on an inflated and  undiscounted  basis could range as
   high as  approximately  $1.9 billion,  depending on the  combination  of
   assumptions  selected in the various  models.  If actual  experience  is
   worse  than  projected  relative  to the  number  of claims  filed,  the
   severity  of  alleged  disease  associated  with  those  claims or costs
   incurred to resolve those claims,  Ashland may need to increase  further
   the estimates of the costs  associated  with  asbestos  claims and these
   increases could potentially be material over time.

   Ashland has insurance  coverage for most of the  litigation  defense and
   claim  settlement costs incurred in connection with its asbestos claims,
   and coverage-in-place agreements exist with the insurance companies that
   provide substantially all of the coverage currently being accessed. As a
   result,  increases in the asbestos  reserve have been largely  offset by
   probable insurance recoveries. The amounts not recoverable generally are
   due  from  insurers  that are  insolvent,  rather  than as a  result  of
   uninsured claims or the exhaustion of Ashland's insurance coverage.

   Ashland's  management  has  estimated  the value of  probable  insurance
   recoveries   associated   with   Ashland's   estimate  of  its  asbestos
   liabilities.  Such recoveries are based on management's  assumptions and
   estimates  surrounding the available or applicable  insurance  coverage.
   One  such  assumption  is that all  solvent  insurance  carriers  remain
   solvent.  Although coverage limits are resolved in the coverage-in-place
   agreement  with Equitas  Limited  (Equitas) and other London  companies,
   which collectively  provide a significant portion of Ashland's insurance
   coverage  for  asbestos  claims,  there was a  disagreement  with

                                    14

---------------------------------------------------------------------------

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

NOTE J - LITIGATION, CLAIMS AND CONTINGENCIES (CONTINUED)

   these  companies over the timing of recoveries.  In estimating the value
   of future recoveries,  Ashland has historically used the least favorable
   interpretation of this agreement under which the ultimate recoveries are
   extended  for many years,  resulting  in a  significant  discount  being
   applied  to  value  those  recoveries.  On June 16,  2006 an  arbitrator
   reached a decision essentially  confirming that interpretation.  Ashland
   will  continue  to apply  this  methodology  based  on this  arbitration
   decision.

   At June 30, 2006,  Ashland's  receivable  for  recoveries  of litigation
   defense  and claim  settlement  costs  from  insurers  amounted  to $476
   million,  of  which  $60  million  relates  to  costs  previously  paid.
   Receivables  from  insurance  companies  amounted  to  $400  million  at
   September 30, 2005 and $404 million at June 30, 2005. The receivable was
   increased by $104 million  during the June 2006 quarter,  reflecting the
   updated model used for purposes of valuing the reserve  described above,
   and its impact on the  valuation  of future  recoveries  from  insurers.
   About 40% of the estimated  receivables from insurance companies at June
   30, 2006 are expected to be due from Equitas and other London companies.
   Of the remainder,  approximately  90% is expected to come from companies
   or groups that are rated A or higher by A. M. Best.

   ENVIRONMENTAL REMEDIATION

   Ashland is subject to  various  federal,  state and local  environmental
   laws  and   regulations   that  require   environmental   assessment  or
   remediation efforts (collectively environmental remediation) at multiple
   locations.  At June 30, 2006, such locations included 99 waste treatment
   or disposal  sites where  Ashland has been  identified  as a potentially
   responsible party under Superfund or similar state laws, 101 current and
   former operating  facilities  (including  certain  operating  facilities
   conveyed to MAP) and about 1,220 service  station  properties,  of which
   214 are being actively remediated.  Ashland's reserves for environmental
   remediation  amounted to $176 million at June 30, 2006, compared to $178
   million at  September  30, 2005 and $177  million at June 30,  2005,  of
   which $144 million at June 30, 2006, $145 million at September 30,  2005
   and  $145  million  at June  30,  2005  were  classified  in  noncurrent
   liabilities  on the Condensed  Consolidated  Balance  Sheets.  The total
   reserves for environmental  remediation  reflect Ashland's  estimates of
   the most likely costs that will be incurred  over an extended  period to
   remediate  identified  conditions  for which  the  costs are  reasonably
   estimable,  without regard to any  third-party  recoveries.  Engineering
   studies, probability techniques, historical experience and other factors
   are used to identify and  evaluate  remediation  alternatives  and their
   related costs in determining  the estimated  reserves for  environmental
   remediation.  Ashland  regularly  adjusts its reserves as  environmental
   remediation continues. Environmental remediation expense amounted to $20
   million for the nine months ended June 30, 2006, compared to $39 million
   for the  nine  months  ended  June  30,  2005,  and  annual  expense  of
   $47 million in 2005, $2 million in 2004 and $22 million in 2003.

   Environmental  remediation  reserves  are subject to  numerous  inherent
   uncertainties that affect Ashland's ability to estimate its share of the
   costs. 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.  Although it is not possible to predict with certainty
   the  ultimate  costs of  environmental  remediation,  Ashland  currently
   estimates that the upper end of the reasonably  possible range of future
   costs  for  identified  sites  could  be as high as  approximately  $300
   million. No individual  remediation  location is material to Ashland, as
   its  largest  reserve  for any site is less than 10% of the  remediation
   reserve.

                                    15

---------------------------------------------------------------------------

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

---------------------------------------------------------------------------

NOTE J - LITIGATION, CLAIMS AND CONTINGENCIES (CONTINUED)

   OTHER LEGAL PROCEEDINGS

   In addition to the matters  described  above,  there are various claims,
   lawsuits and  administrative  proceedings  pending or threatened against
   Ashland and its current and former  subsidiaries.  Such actions are with
   respect to commercial matters, product liability,  toxic tort liability,
   and other environmental matters, which seek remedies or damages, some of
   which  are for  substantial  amounts.  While  these  actions  are  being
   contested, their outcome is not predictable.

                                    16



------------------------------------------------------------------------------------------

ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT

------------------------------------------------------------------------------------------
                                         Three months ended          Nine months ended
                                               June 30                    June 30
                                       -----------------------     -----------------------
(In millions - unaudited)                    2006         2005          2006         2005
------------------------------------------------------------------------------------------
                                                                    

REVENUES
   Sales and operating revenues
      APAC                             $      838    $     713     $   2,053    $   1,713
      Performance Materials (a)               370          383         1,068        1,028
      Distribution                          1,050          987         3,046        2,837
      Valvoline                               366          354         1,030          987
      Water Technologies (a)                  113          101           310          290
      Intersegment sales
       Performance Materials (a)              (38)         (40)         (108)        (105)
       Distribution                            (6)          (5)          (17)         (17)
       Valvoline                               (1)          (1)           (3)          (1)
       Water Technologies (a)                  (1)           -            (1)          (1)
                                       -----------   ----------    ----------   ----------
                                            2,691        2,492         7,378        6,731
   Equity income
      APAC                                      1            3             1            6
      Performance Materials (a)                 2            2             7            6
      Valvoline                                 1            1             -            -
      Water Technologies (a)                    -            -             1            -
      Refining and Marketing                    -          309             -          518
                                       -----------   ----------    ----------   ----------
                                                4          315             9          530
   Other income
      APAC                                      7            7            30           11
      Performance Materials (a)                 1            1             2           17
      Distribution                              1            2             3            7
      Valvoline                                 -            2             5            5
      Water Technologies (a)                    1            1             3            3
      Refining and Marketing                    -            -             -            2
      Unallocated and other                     3            1             6            4
                                       -----------   ----------    ----------   ----------
                                               13           14            49           49
                                       -----------   ----------    ----------   ----------
                                       $    2,708    $   2,821     $   7,436    $   7,310
                                       ===========   ==========    ==========   ==========
OPERATING INCOME (b)
   APAC                                $       68    $      41     $      95    $      (6)
   Performance Materials (a)                   41           33            94           73
   Distribution                                30           31            95           80
   Valvoline                                  (10)          19            (6)          49
   Water Technologies (a)                       9            2             9            9
   Refining and Marketing (c)                   -          290             -          486
   Unallocated and other                      (11)          (6)          (16)         (16)
                                       -----------   ----------    ----------   ----------
                                       $      127    $     410     $     271    $     675
                                       ===========   ==========    ==========   ==========


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(a)  In the June 2006 quarter,  Ashland redefined its reporting segments as
     it  continues  to  evolve  into  a   diversified   chemical   company.
     Performance  Materials and Water  Technologies  were formerly combined
     under Ashland Specialty Chemical. Prior periods have been conformed to
     the current period presentation.
(b)  In October  2005,  Ashland  refined its segment  reporting to allocate
     substantially  all  corporate  expenses to  Ashland's  five  operating
     divisions, with the exception of certain legacy costs or items clearly
     not associated with the operating  divisions.  Prior periods have been
     conformed to the current period presentation.
(c)  Includes  Ashland's  equity income from MAP,  amortization  related to
     Ashland's  excess  investment in MAP and other  activities  associated
     with refining and marketing through June 30, 2005.

                                    17



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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT

--------------------------------------------------------------------------------------------------------------
                                                              Three months ended          Nine months ended
                                                                    June 30                    June 30
                                                            ----------------------     -----------------------
(In millions)                                                  2006         2005           2006          2005
--------------------------------------------------------------------------------------------------------------
                                                                                         
OPERATING INFORMATION
APAC
   Construction backlog at June 30 (a)                                                 $  1,951      $  2,100
   Net construction job revenues (b)                        $   509      $   424       $  1,189      $    966
   Hot-mix asphalt production (tons)                            8.7          9.5           20.7          21.0
   Aggregate production (tons)                                  8.7          8.3           23.7          22.6
Performance Materials (c) (d)
   Sales per shipping day                                   $   5.9      $   6.0       $    5.7      $    5.5
   Pounds sold per shipping day                                 5.1          5.9            5.0           5.6
   Gross profit as a percent of sales                          25.0%        22.6%          23.2%         20.2%
Distribution (c)
   Sales per shipping day                                   $  16.7      $  15.4       $   16.2      $   15.1
   Pounds sold per shipping day                                19.6         19.1           19.0          19.2
   Gross profit as a percent of sales                           9.3%        10.0%           9.7%          9.8%
Valvoline (c)
   Lubricant sales (gallons)                                   45.1         48.1          127.8         131.4
   Premium lubricants (percent of U.S. branded volumes)        22.4%        24.3%          23.2%         23.5%
   Gross profit as a percent of sales                          20.2%        25.9%          21.4%         27.0%
Water Technologies (c) (d)
   Sales per shipping day                                   $   1.8      $   1.6       $    1.6      $    1.5
   Gross profit as a percent of sales                          45.5%        46.9%          47.0%         48.1%

--------------------------------------------------------------------------------------------------------------


(a)  Includes APAC's  proportionate  share of the backlog of unconsolidated
     joint ventures.
(b)  Total construction job revenues, less subcontract costs.
(c)  Sales are defined as sales and  operating  revenues.  Gross  profit is
     defined  as sales  and  operating  revenues,  less  cost of sales  and
     operating expenses.
(d)  In the June 2006 quarter,  Ashland redefined its reporting segments as
     it  continues  to  evolve  into  a   diversified   chemical   company.
     Performance  Materials and Water  Technologies  were formerly combined
     under Ashland Specialty Chemical. Prior periods have been conformed to
     the current period presentation.

                                    18

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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RESULTS OF OPERATIONS

   Current Quarter - Ashland  reported net income of $93 million,  or $1.29
   per  share,   for  the  quarter   ended  June  30,  2006,   compared  to
   $1,767 million,  or $23.65 per  share,  for the  quarter  ended June 30,
   2005. The net income  comparison is affected by the $1,536  million,  or
   $20.56 per share,  gain from the June 2005 transfer of Ashland's  former
   38-percent  interest in Marathon Ashland Petroleum LLC (MAP) to Marathon
   Oil  Corporation  (Marathon),  as described  in Note C to the  Condensed
   Consolidated Financial Statements,  and subsequent retirement of most of
   Ashland's  debt.  The 2005  quarter  also  included  $173 million of net
   income,  or $2.31 per share,  from the businesses sold (which  consisted
   primarily of  Ashland's  equity  income from MAP) and  interest  expense
   eliminated  from the debt  retirement.  Total  impact  in the 2005  June
   quarter of the gain on the sale,  operating  income from businesses sold
   and interest eliminated equaled $1,709 million, or $22.87 per share. The
   2006 quarter  included $6 million,  or $.08 per share of net,  after-tax
   interest  income.

   In the June 2006 quarter, Ashland redefined its reporting segments as it
   continues to evolve into a  diversified  chemical  company.  Performance
   Materials  and  Water  Technologies,  formerly  combined  under  Ashland
   Specialty  Chemical  have  now been  separately  disclosed  since  these
   businesses  serve different  markets and recent  acquisitions  have made
   Water Technologies a much larger and more distinct part of Ashland.

   Performance  Materials and APAC performed  exceptionally well during the
   quarter  both  benefiting  from  improved  margins as well as  favorable
   weather for APAC.  Distribution  delivered another solid quarter earning
   just slightly  less than the prior year's record third quarter  results.
   Valvoline and Water  Technologies  continued to struggle with rising raw
   material costs and the lag in passing through price  increases,  causing
   gross profit margin erosion.

   Year-to-Date - Ashland reported net income of $207 million, or $2.90 per
   share,   for  the  nine  months  ended  June  30,   2006,   compared  to
   $1,893 million,  or $25.48 per share, for the nine months ended June 30,
   2005.  The comparison is affected by the $1,535  million,  or $20.66 per
   share,  gain from the June 2005 transfer of Ashland's former  38-percent
   interest  in MAP to  Marathon  and  subsequent  retirement  of  most  of
   Ashland's   debt.   The  nine  months  ended   June 30,   2005  included
   $269 million of net income, or $3.62 per share, from the businesses sold
   and  interest  expense  eliminated.  The nine months ended June 30, 2006
   included  $17 million,  or $.24  per  share of net,  after-tax  interest
   income.

   The  increase  in  Ashland's  net  income  in  its  remaining  operating
   businesses for the nine months ended June 30,  2006 compared to the 2005
   period,  excluding  the MAP  Transaction  impact,  was  due to  improved
   operating income from three of Ashland's five segments.  APAC showed the
   greatest  improvement  as  operating  income  increased  to $95  million
   compared  to a loss  of $6  million  in  the  2005  period.  Performance
   Materials  reported a 29% increase in operating  income and Distribution
   increased 19%, while Water  Technologies was flat and Valvoline declined
   $55  million.  An  analysis  of  operating  income by  industry  segment
   follows.

                                   19

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

---------------------------------------------------------------------------

   Segment  operating  results reflect new  methodology  adopted in October
   2005 for allocating  substantially  all corporate  expenses to Ashland's
   five operating businesses, with the exception of certain legacy costs or
   items clearly not associated with the operating divisions.  Accordingly,
   $20 million in additional  corporate  expenses for the June 2006 quarter
   and $69  million  year-to-date  were  allocated  to the  divisions.  The
   remaining $11 million  expense for the June 2006 quarter and $16 million
   expense  for the nine  months  ended  June  30,  2006 is  classified  as
   "Unallocated  and other" in  Ashland's  segment  reporting.  Results for
   previously  reported periods have been  reclassified to conform with the
   new allocation methodology.

   APAC

   Current Quarter - APAC reported  operating income of $68 million for the
   June 2006  quarter,  a 66%  increase  compared to the record $41 million
   earned in the June 2005  quarter.  APAC's  performance  reflects  strong
   pricing and favorable weather. Gross profit margin improvement reflected
   successful efforts in incorporating higher construction  material values
   and energy costs into APAC's initial bids. Precipitation was near normal
   or below  in 11 of the 14  states  in which  APAC  operates  and  warmer
   temperatures  allowed  construction  sites  to dry  quicker.  Sales  and
   operating  revenues were  $838 million in the June 2006 quarter,  an 18%
   increase over the $713 million  recorded in the June 2005  quarter.  Net
   construction   job  revenues  (total   construction  job  revenues  less
   subcontract  costs)  increased  20% from $424  million for the June 2005
   quarter  to $509  million  for the June 2006  quarter.  Hot-mix  asphalt
   production  decreased  8% to 8.7 million tons versus 9.5 million tons in
   the June  2005  quarter,  while  aggregate  production  increased  5% to
   8.7 million  tons from 8.3 million tons in the June 2005  quarter.  APAC
   continued  to roll off  older,  fixed-price  contracts  which  contained
   substantially lower energy and raw material cost estimates.  At June 30,
   2006, APAC's  construction  backlog,  which consists of work awarded and
   funded but not yet performed, was $1,951 million, a 7% decrease compared
   to the $2,100 million in the June 2005 quarter. Approximately 60% of the
   decline  is a result  of lower  backlog  in the  Major  Projects  Group.
   Governments,  whose road building,  repair and  maintenance  budgets are
   generally  dollar-denominated,  represent the primary customers of APAC.
   As asphalt and aggregate prices rise,  governments appear to be reducing
   their tonnage  demand,  resulting in a 21% decline in asphalt tonnage in
   the backlog.

   Year-to-Date - APAC earned  operating income of $95 million for the nine
   months  ended  June 30,  2006,  compared to a loss of $6 million for the
   nine months ended June 30, 2005. The $101 million increase was primarily
   the  result  of  the  same  factors  discussed  in the  current  quarter
   comparison.  Results  for the 2006 period  included an $18 million  gain
   from the transfer of property subject to eminent domain and a $2 million
   gain from the sale of assets in construction markets exited by APAC. Net
   construction  job revenues  increased 23% to $1,189 million for the nine
   months ended June 30, 2006 versus $966 million for the nine months ended
   June 30,  2005. Hot-mix asphalt production  decreased 1% to 20.7 million
   tons  versus  21.0 million  tons in the  2005  period,  while  aggregate
   production increased 5% to 23.7 million tons versus 22.6 million tons in
   the 2005 period. The volume increase for aggregate  primarily reflects a
   greater use of internally generated materials.

   PERFORMANCE MATERIALS

   Current Quarter - Performance  Materials  reported  operating  income of
   $41 million  for the June 2006  quarter,  an increase of 24% compared to
   $33 million for the June 2005 quarter.  The gross profit margin improved
   from 22.6% in the June 2005  quarter to 25.0% in the June 2006  quarter,
   resulting  in a $15 million  increase in  operating  income.  Pounds per
   shipping day decreased 14% to 5.1 million pounds from 5.9 million pounds
   in the  June  2005  quarter,  resulting  in a $10  million  decrease  in
   operating income.

                                   20

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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   PERFORMANCE MATERIALS (CONTINUED)

   When  these  volumes  are  adjusted  for the maleic  anhydride  business
   transferred  to Marathon  as part of the MAP  Transaction  in 2005,  the
   volumes  decreased  6%. Both the  improved  margins and reduced  volumes
   reflect  optimization of the product mix combined with aggressive  price
   increases as raw material costs continued to rise.

   Year-to-Date  - Performance  Materials  earned  operating  income of $94
   million for the nine months ended June 30, 2006, a 29% increase over the
   $73 million  earned for the nine months ended June 30,  2005.  The gross
   profit  margin  increased  to 23.2% from 20.2% in the June 2005  period,
   resulting  in a $55 million  increase in  operating  income.  Pounds per
   shipping day decreased  11% from 5.6 million  pounds for the nine months
   ended June 30, 2005 to 5.0 million pounds for the 2006 period  resulting
   in a $15 million  decline in operating  income in the current year. When
   these volumes are adjusted for the maleic anhydride business transferred
   to Marathon as part of the MAP Transaction in 2005 the volumes decreased
   3%. Selling, general and administrative expenses increased $6 million in
   the 2006  period,  while the 2005 period  included  $11 million in gains
   from the sale of an idle plant and the  termination  of a product supply
   contract.

   DISTRIBUTION

   Current Quarter - Distribution continued its solid performance reporting
   operating income of $30 million in the June 2006 quarter,  compared with
   the  record $31  million  earned  for the June 2005  quarter.  Sales and
   operating  revenues  increased to a record $1,050 million, a 6% increase
   over the  prior  year's  quarter.  Volume  increased  3% as  pounds  per
   shipping day increased to 19.6 million  pounds from 19.1 million  pounds
   during the prior year  quarter.  The increase in volume added $1 million
   to operating  income and selling,  general and  administrative  expenses
   declined $1 million. However, a decrease in gross profit margins to 9.3%
   from 10.0%  resulted in a $3 million  decline in  operating  income,  as
   higher  costs,  primarily in chemicals,  outpaced  pricing to customers,
   causing a short-term margin compression.

   Year-to-Date - Distribution  earned  operating income of $95 million for
   the nine months ended June 30, 2006, a 19% increase over the $80 million
   recorded for the nine months ended June 30,  2005.  Sales and  operating
   revenues increased 7% from $2,837 million for the nine months ended June
   30,  2005 to  $3,046 million  for the nine months  ended June 30,  2006.
   Gross profit as a percent of sales  decreased from 9.8% to 9.7% compared
   to the 2005 period, but increased on a cents per pound basis,  resulting
   in a $19 million  increase in operating  income.  A 1% decline in volume
   reduced  operating  income by $3  million,  while  selling,  general and
   administrative expenses declined $2 million.

   VALVOLINE

   Current Quarter - Valvoline reported an operating loss of $10 million in
   the June 2006  quarter,  compared to $19 million of operating  income in
   the June 2005 quarter.  Sales and operating  revenues were  $366 million
   for the current  quarter,  a 3% increase  over the $354  million for the
   June 2005 quarter. While revenues increased,  continued escalating costs
   in base lube stock,  additives  and packaging  further  eroded the gross
   profit margin as it decreased from 25.9% in the 2005 quarter to 20.2% in
   the 2006 quarter,  causing a $16 million  loss in operating  income from
   the  June  2005  quarter.  This  lower  margin  reflects  ongoing  rapid
   increases in lube stock costs, which have not been fully offset by price
   increases in the marketplace.  In addition,  volume levels decreased 6%,
   from 48.1 million gallons of lubricant sales in the June 2005 quarter to
   45.1 million gallons in the current quarter,  resulting in an additional
   $3 million of lost operating  income compared to the prior year quarter.
   Ashland  believes  this  decline in volume is  consistent  with the weak
   demand in its  primary  markets.  Selling,  general  and  administrative
   expenses reflected  increases of $5 million in advertising and promotion
   and $3  million  in  litigation  reserves  compared  to the  prior  year
   quarter.

                                   21

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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   VALVOLINE (CONTINUED)

   Year-to-Date  - Valvoline  reported an operating  loss of $6 million for
   the nine months ended June 30, 2006, compared to operating income of $49
   million for the nine months ended June 30, 2005.  The decline  primarily
   reflects the gross profit  margin  compression  described in the current
   quarter comparison which resulted in a $38 million decrease in operating
   income.  Sales and operating  revenues have increased  $43 million or 4%
   from  $987 million  in the 2005  period  to $1,030  million  in the 2006
   period.  Despite increased  revenues driven by higher prices,  lubricant
   volumes  declined  3%,   reflecting  a  soft  market  for  passenger-car
   lubricants.  The net impact of volume  fluctuations in all product lines
   resulted in a $3 million  decrease in operating  income.  Earnings  from
   Valvoline  Instant Oil Change  decreased  50%  reflecting  increased raw
   material   costs  and  a  decrease   in  the  number  of  oil   changes.
   International  operating income declined 35% primarily due to higher raw
   material costs.  Selling,  general and administrative  costs,  including
   GlobalOne  and  litigation  reserve  expenditures,  increased $9 million
   compared to the prior year period.

   WATER TECHNOLOGIES

   Current Quarter - Water  Technologies  reported  operating  income of $9
   million  for the June 2006  quarter  compared to $2 million for the June
   2005  quarter.  The  current  quarter  included  an $8  million  foreign
   currency  hedge gain on the Degussa  acquisition.  Excluding  this gain,
   operating  income  declined  slightly  during  the  quarter.  Sales  and
   operating  revenues  increased 12% to $113 million  during the June 2006
   quarter from $101 million  during the June 2005  quarter.  This increase
   included $5 million from the June  operations  of the Degussa  business,
   which is now operating as the  Environmental and Process Solutions group
   within the Water  Technologies  business.  The primary factor  impacting
   profitability  for this business  currently is rising raw material costs
   where materials such as propylene,  which impacts  approximately  50% of
   raw material costs for this business,  has increased 62% since the prior
   year quarter.  This rising raw material environment  continues to offset
   increased pricing, resulting in the decrease in gross profit margin from
   46.9% in the June 2005 quarter to 45.5% in the June 2006 quarter.

   Year-to-Date  -  Water  Technologies  reported  operating  income  of $9
   million  for the nine  months  ended  June 30,  2006  compared to the $9
   million  for  the  nine  months  ended  June  30,  2005.  Excluding  the
   aforementioned $8 million foreign currency hedge gain,  operating income
   decreased  $8 million  compared to the prior year.  Sales and  operating
   revenues  increased  7% to $310  million  during 2006 from $290  million
   during 2005. However, the revenue increase did not offset the rising raw
   material  cost  environment  discussed  above as the gross profit margin
   decreased from 48.1% in 2005 to 47.0% in 2006.

   REFINING AND MARKETING

   On June 30,  2005, Ashland completed the transfer of its 38% interest in
   MAP as well as its maleic  anhydride  business and 60 Valvoline  Instant
   Oil Change  centers in  Michigan  and  northwest  Ohio to  Marathon in a
   transaction    valued   at   approximately    $3.7 billion   (the   "MAP
   Transaction").  For further detailed information on this transaction see
   Note C of Notes to Condensed  Consolidated  Financial  Statements within
   this  document.  Operating  income from  Refining and  Marketing,  which
   consisted  primarily of equity income from MAP, amounted to $290 million
   for the June 30, 2005 quarter and $486 million for the nine months ended
   June 30, 2005.

   UNALLOCATED AND OTHER

   Unallocated and other costs, consisting of certain legacy costs or items
   clearly not associated with the operating  divisions totaled $11 million
   for the June 2006 quarter, compared to $6 million in the June 2005

                                   22

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

---------------------------------------------------------------------------

   UNALLOCATED AND OTHER (CONTINUED)

   quarter.  The June 2006  quarter  included  $6 million of  environmental
   expenses and other costs  associated  with formerly owned  businesses in
   addition  to the  ongoing  costs  that  typically  occur  each  quarter.
   Unallocated and other costs for the nine months ended June 30, 2006 were
   $16 million  compared to $16 million  for the nine months ended June 30,
   2005. The 2006 period  included $12 million of  environmental  expenses,
   partially offset by a $5 million favorable  adjustment to the previously
   estimated  withdrawal  premium  due Oil  Insurance  Limited  (OIL),  the
   energy-industry   mutual   insurance   consortium   in   which   Ashland
   participated and since has terminated  participation  effective December
   31, 2005.  The 2005 period  included a $7 million  charge for  estimated
   future insurance premiums due OIL.

   GAIN (LOSS) ON THE MAP TRANSACTION

   See Note C to the  Condensed  Consolidated  Financial  Statements  for a
   discussion  of the MAP  Transaction  and the  resulting  pretax  gain of
   $1,295  million  recorded in the June 2005 quarter.  Ashland  recorded a
   loss on the MAP  Transaction of $2 million in the nine months ended June
   30, 2006, as a result of a decrease in the  discounted  receivable  from
   Marathon for the estimated  present value of future tax deductions.  The
   loss resulted from a $4 million reclassification of certain tax benefits
   related to  previously  owned  businesses  of  Ashland.  The  offsetting
   benefit was  recorded in income  taxes as deferred  tax  benefits.  This
   decrease in the receivable was partially  offset by increases due to tax
   benefits  recognized  on  increased  environmental  reserves in the 2006
   period.

   LOSS ON EARLY RETIREMENT OF DEBT

   Ashland  recorded a loss on the early retirement of debt of $143 million
   in the June 2005 quarter and $145 million for the nine months ended June
   30,  2005.  See  Note C of  Notes to  Condensed  Consolidated  Financial
   Statements for a discussion of the early  retirement of debt  associated
   with the MAP Transaction.

   NET INTEREST AND OTHER FINANCING INCOME (COSTS)

   Ashland recognized net interest and other financing income of $9 million
   in the June 2006 quarter and  $29 million for the nine months ended June
   30, 2006, compared to an expense of $31 million in the June 2005 quarter
   and $89 million for the nine months ended June 30, 2005.  The comparison
   reflects the  retirement of most of Ashland's  debt from the proceeds of
   the MAP  Transaction  in June 2005 and the  temporary  investment of the
   remaining proceeds in short-term, available-for-sale securities.

   INCOME TAXES

   Ashland's  effective income tax rate for the June 2006 quarter was 31.7%
   compared  to the tax benefit of $236  million  recorded in the June 2005
   quarter as a result of the MAP  Transaction,  which reflected a reversal
   of $328 million in net deferred tax  liabilities  through the income tax
   provision.  Excluding  the pretax gain and the  associated  deferred tax
   benefit,  the effective tax rate for the June 2005 quarter was 39.0% and
   for the nine  months  ended June 30,  2005 was 38.8%,  both of which are
   essentially equal to the combined U.S. federal and state statutory rate.
   The June 2006 quarter tax rate included tax benefits of $1 million  from
   prior-year research and development credits and favorable adjustments to
   tax  contingency  reserves  and a $4  million  benefit  related  to  the
   reestablishment  of a  deferred  tax asset  related  to a capital  lease
   obligation.  Excluding these adjustments, the effective tax rate for the
   quarter  was  35.4%.  Ashland's  effective  income tax rate for the nine
   months ended June 30, 2006 was 30.1%.  This period included tax benefits
   of $7 million  from  prior-year  research  and  development  credits and
   favorable   adjustments  to  tax  contingency  reserves,  a  $4  million
   reclassification of certain deferred tax benefits related to previously

                                   23

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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   INCOME TAXES (CONTINUED)

   owned  businesses  of  Ashland  and  the $4  million  benefit  from  the
   reestablishment  of the deferred tax asset  described  above.  Excluding
   these adjustments, the effective tax rate for the nine months ended June
   30,  2006 was 35.4%.  The  effective  income  tax rate for the  upcoming
   September  2006  quarter  and fiscal year 2006 is expected to be 32% and
   31%, respectively.

   DISCONTINUED OPERATIONS

   Results of  discontinued  operations for the three months ended June 30,
   2006  included  a  charge  of $104  million  to  increase  the  asbestos
   litigation  reserve and an offsetting credit of $104 million to increase
   the asbestos insurance receivable. In addition,  results of discontinued
   operations  for the nine  months  ended  June 30,  2006  included  minor
   expenses of $1 million (net of income  taxes)  associated  with asbestos
   liabilities.

FINANCIAL POSITION

   LIQUIDITY

   Cash flows from operating activities from continuing operations, a major
   source of  Ashland's  liquidity,  amounted to $115  million for the nine
   months ended June 30, 2006, compared to $116 million for the nine months
   ended  June 30,  2005.  The cash inflow for the 2006 period is primarily
   due to cash generated from operations  offset by a $259 million decrease
   resulting from the change in operating assets and liabilities,  which is
   a reflection of working capital caption  fluctuations and included a $75
   million  contribution to Ashland's U.S.  pension plan and $63 million in
   income tax payments.  The cash inflow for the 2005 period  included $271
   million of cash  distributions  from MAP and income tax payments of $218
   million.

   Ashland's  financial  position has enabled it to obtain  capital for its
   financing needs.  Following  shareholder approval of the MAP Transaction
   in June 2005,  Moody's lowered Ashland's senior debt rating from Baa2 to
   Ba1,  their  highest  non-investment  grade  rating,  and  also  lowered
   Ashland's  commercial paper rating from P-3 to N-P  (Not-Prime),  citing
   the annual cash flow lost from the operations  sold. In September  2005,
   Standard & Poor's lowered Ashland's senior debt rating from BBB to BBB-,
   its lowest  investment grade rating,  and lowered  Ashland's  commercial
   paper rating from A-2 to A-3. Ratings  downgrades below investment grade
   can significantly  increase a company's  borrowing costs.  Ashland has a
   revolving  credit  agreement  that  expires  on March  21,  2010,  which
   provides for up to $350 million in  borrowings.  The borrowing  capacity
   under this  facility  was reduced by  $103 million  of letters of credit
   outstanding at June 30,  2006. The revolving credit agreement contains a
   covenant limiting the total debt Ashland may incur from all sources as a
   function of Ashland's  stockholders'  equity. The covenant's terms would
   have  permitted  Ashland to borrow  $5.6  billion at June 30,  2006,  in
   addition to the actual  total debt  incurred  at that time.  Permissible
   total Ashland debt under the covenant's  terms  increases (or decreases)
   by 150% of any increase (or decrease) in stockholders' equity.

   At June 30,  2006,  working capital (excluding debt due within one year)
   amounted to $2,149 million,  compared to $2,224 million at September 30,
   2005 and $2,501 million at June 30, 2005.  Ashland's  working capital is
   affected  by its use of the LIFO  method of  inventory  valuation.  That
   method valued  inventories below their replacement costs by $144 million
   at June 30,  2006,  compared to $126 million at  September 30,  2005 and
   $121 million at June 30, 2005.  Liquid assets (cash,  cash  equivalents,
   available-for-sale  securities and accounts receivable) amounted to 185%
   of  current   liabilities  at  June  30,  2006,   compared  to  193%  at
   September 30, 2005 and 207% at June 30, 2005.

                                   24

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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FINANCIAL POSITION (CONTINUED)

   CAPITAL RESOURCES

   On July 21, 2005,  Ashland's Board of Directors  authorized the purchase
   of $270  million of Ashland  common  stock in the open  market.  Through
   December 31, 2005,  Ashland had repurchased 3.5 million shares at a cost
   of $196  million.  On January 25,  2006,  Ashland's  Board of  Directors
   increased the remaining  authorization  to $250 million,  an increase of
   $176  million.  During the nine  months  ended  June 30,  2006,  Ashland
   repurchased 2.4 million shares for $138 million.  Through June 30, 2006,
   Ashland had  repurchased a total of 4.2 million shares at a cost of $237
   million with a remaining authorization of $209 million.

   For the nine months ended June 30, 2006,  property additions amounted to
   $189 million,  compared to  $285 million  for the same period last year.
   Ashland anticipates meeting its remaining 2006 capital  requirements for
   property additions and dividends from internally generated funds.

   Ashland's debt level amounted to $88 million at June 30, 2006,  compared
   to $94 million at September 30, 2005, and $168 million at June 30, 2005.
   Debt as a percent of capital employed amounted to 2.3% at June 30, 2006,
   compared to 2.5% at September 30, 2005,  and 4.3% at June 30, 2005.  The
   low ratios for all periods  presented  reflect the retirement of most of
   Ashland's debt with the proceeds from the MAP Transaction.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

   There have been no material changes in the critical  accounting policies
   described in  Management's  Discussion and Analysis  (MD&A) in Ashland's
   Annual  Report on Form  10-K,  as  amended,  for the  fiscal  year ended
   September  30,  2005.  For a discussion  of  Ashland's  asbestos-related
   litigation  and  environmental  remediation  matters,  see Note J to the
   Condensed Consolidated Financial Statements.

OUTLOOK

   APAC continues to implement its successful five-part improvement program
   as it strives to be a consistent low-cost competitor in its markets. The
   June  2006  quarter  reflects  the  progress  that has  been  made on an
   improved bidding and estimating  process as well as capturing  increased
   margins  on  materials,  whether  through  third-party  sales or through
   intra-company  sales to its own  construction  services as it earned the
   highest  quarterly  operating  income in its history.  In  addition,  as
   older,  less  profitable  jobs roll  off,  they are  being  replaced  by
   contracts with better margins.  Approximately 83% of the current backlog
   has been awarded since October 2004. In January, APAC sold its Richmond,
   Virginia, and Shawnee,  Oklahoma, market areas and reported a $2 million
   gain  in  the  March  2006  quarter.   Both  of  these  businesses  were
   unprofitable in 2005.  APAC's so-called "fix or exit" team's analysis of
   75 markets has been  completed and while no additional  exits of markets
   are planned,  APAC will  continue to evaluate  and closely  monitor each
   market's  profitability.   APAC  has  positioned  itself  for  continued
   operating  income  growth,  but remains  exposed to adverse  weather and
   commodity pricing.

   On June 19,  2006,  Ashland  announced  that it is  exploring a possible
   separation  of APAC,  including by means of a spin-off or sale.  Ashland
   also announced that it has entered into an exclusive  negotiating period
   with  Oldcastle  Materials,  Inc.  regarding  the possible sale of APAC.
   Ashland said there can be no assurance  that any such  transaction  will
   occur.  Ashland has retained Credit Suisse  Securities  (USA) LLC as its
   advisor to assist in this process.  Ashland also stated that it does not
   expect  to  disclose   developments  or  details  with  respect  to  the
   exploration  of the  possible  separation  of APAC  unless and until its
   board of directors has approved a definitive  transaction  or a decision
   is made not to proceed with a separation of APAC.

                                   25

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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OUTLOOK (CONTINUED)

   In the Chemical Sector,  Ashland continues to make significant  progress
   on its GlobalOne  enterprise  resource planning (ERP) system.  Ashland's
   Canadian  operations  are running  under this system,  and key learnings
   from the "go live" in Canada are being applied to the  implementation in
   the United  States and Mexico,  currently  scheduled for October of this
   year and  continuing  through the spring of 2007. The scope of GlobalOne
   has been  expanded from its original  design to include new,  additional
   functionalities  in  customer  and  pricing  management.  As  previously
   announced, this additional functionality will increase the total cost of
   the project by  approximately  $25 million,  bringing the total  planned
   expenditures  for GlobalOne to  approximately  $115 million.  Additional
   increases  in  the  cost  of  GlobalOne   are  quite   possible  as  the
   implementation  continues.  Through the June 2006  quarter,  Ashland has
   spent $86 million on this project, with $14 million of that amount being
   expensed,  and  anticipates  spending the additional  approximately  $30
   million over the next 18 to 24 months.

   Both  Performance  Materials  and  Distribution's   profitability  is  a
   function of  economic  growth and their  ability to manage raw  material
   cost increases. These businesses continue to experience strong demand in
   Europe and  Asia-Pacific,  although there appears to be some weakness in
   certain  North  American  markets.  While  marine,  primarily  small  to
   mid-sized  pleasure boats, and building and construction,  primarily new
   home builds,  have weakened in North America,  these businesses continue
   to see opportunities for growth in industrial markets, including mining,
   power,  infrastructure  and capital  project  work in  general.  Product
   changeovers  within the automotive  industry  generally result in a less
   profitable  September versus June quarter for Performance  Materials and
   Distribution.  However,  barring any unforeseen  circumstances,  both of
   these businesses are expected to outperform the September 2005 quarter.

   The market  environment  that has led to  Valvoline's  poor  performance
   during the first nine  months of fiscal  year 2006  continues  to exist.
   Valvoline  continues to pass through price  increases;  however,  in the
   face of rising  feedstock  costs,  capturing  margin  on a timely  basis
   remains a challenge.  Valvoline is continuing to take proactive steps to
   manage these market  conditions,  including the redesign of its business
   model.   Changes   include   significant   improvements  to  Valvoline's
   Do-It-For-Me   installer  program  to  better  respond  to  the  growing
   influence of this market segment.  At the same time,  Valvoline has been
   challenged to reduce overall expenses by $20 million,  to be executed in
   fiscal  year 2007.  The  benefits  are not likely to be seen for several
   months,  and  Valvoline's  results for the  September  2006  quarter are
   likely to be well below the September 2005 quarter.

   Water  Technologies  continues to battle raw material cost  increases as
   well,  which has  lowered  its gross  profit  margin  despite  increased
   revenues.  In attempts to capture significant growth in key areas of the
   business  additional  resources  have been added to projects such as the
   Sonoxide (R) and  PathGuard (TM) systems.  These  resource  investments,
   along with the sharp  increases in raw material  costs,  have negatively
   affected  profitability.  However,  the completed  purchase of the water
   treatment business of Degussa AG during the quarter is a key part of the
   long-term  growth  strategy for this  business.  As  integration  of the
   Environmental and Process Solutions operations continues,  overall gross
   profit  margins will likely fall  reflecting  the lower  margins of this
   business.  In conjunction  with this integration a redesign of the Water
   Technologies  business  model is underway,  including  the  challenge to
   eliminate  $10 million in costs,  to be executed in fiscal year 2007, in
   attempts to  proactively  address  profitability  while  maintaining  an
   aggressive  long-term  growth  strategy in an attractive  industry.  The
   benefits of this cost reduction  challenge are likewise not likely to be
   seen  for  several  months.  For  the  September  2006  quarter,   Water
   Technologies  should outperform the September 2005 quarter,  largely due
   to the impact of the Degussa acquisition.

                                   26

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS

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FORWARD LOOKING STATEMENTS

   Management's  Discussion and Analysis  (MD&A)  contains  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.  These
   statements include those that refer to Ashland's operating  performance,
   earnings, and benefits expected to be obtained through the GlobalOne ERP
   implementation.  These estimates are based upon a number of assumptions,
   including  those  mentioned  within MD&A.  Such estimates are also based
   upon  internal  forecasts  and  analyses  of current  and future  market
   conditions  and  trends,  management  plans  and  strategies,   weather,
   operating  efficiencies and economic conditions,  such as prices, supply
   and demand,  cost of raw  materials,  and legal  proceedings  and claims
   (including   environmental  and  asbestos  matters).   Although  Ashland
   believes its expectations are based on reasonable assumptions, it cannot
   assure  the  expectations  reflected  herein  will  be  achieved.   This
   forward-looking  information  may  prove  to be  inaccurate  and  actual
   results may differ  significantly  from those anticipated if one or more
   of the underlying assumptions or expectations proves to be inaccurate or
   is unrealized or if other unexpected  conditions or events occur.  Other
   factors and risks  affecting  Ashland are contained in its Annual Report
   on Form 10-K, as amended,  for the fiscal year ended September 30, 2005.
   Ashland undertakes no obligation to subsequently  update or revise these
   forward-looking statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

   Ashland's market risk exposure at June 30, 2006 is generally  consistent
   with the types  and  amounts  of  market  risk  exposures  presented  in
   Ashland's  Annual Report on Form 10-K,  as amended,  for the fiscal year
   ended September 30, 2005.

ITEM 4.  CONTROLS AND PROCEDURES

   (a)  As of the  end of the  period  covered  by this  quarterly  report,
        Ashland,  under the supervision and with the  participation  of its
        management,  including  Ashland's Chief  Executive  Officer and its
        Chief Financial  Officer,  evaluated the effectiveness of Ashland's
        disclosure  controls and procedures  pursuant to Rule 13a-15(b) and
        15d-15(b) promulgated under the Securities Exchange Act of 1934, as
        amended.  Based upon that evaluation,  the Chief Executive  Officer
        and Chief  Financial  Officer have  concluded  that the  disclosure
        controls and procedures were effective.

   (b)  There were no  significant  changes in Ashland's  internal  control
        over financial reporting, or in other factors, that occurred during
        the period  covered by this quarterly  report that have  materially
        affected, or are reasonably likely to materially affect,  Ashland's
        internal control over financial reporting.

                                   27

                        PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

   Asbestos-Related  Litigation  - Ashland is subject to  liabilities  from
claims alleging personal injury caused by exposure to asbestos. Such claims
result  primarily from  indemnification  obligations  undertaken in 1990 in
connection with the sale of Riley Stoker  Corporation  ("Riley"),  a former
subsidiary.  Although  Riley was neither a producer nor a  manufacturer  of
asbestos,   its  industrial  boilers  contained  some   asbestos-containing
components provided by other companies.

   The majority of lawsuits filed involve multiple  plaintiffs and multiple
defendants,  with the number of defendants in many cases exceeding 100. The
monetary damages sought in the  asbestos-related  complaints that have been
filed  in state  or  federal  courts  vary as a  result  of  jurisdictional
requirements  and practices,  though the vast majority of these  complaints
either do not specify  monetary  damages  sought or merely  recite that the
monetary damages sought meet or exceed the required  jurisdictional minimum
in which the complaint was filed.  Plaintiffs have asserted specific dollar
claims  for  damages in  approximately  5% of the  49,700  active  lawsuits
pending as of June 30, 2006. In these active lawsuits,  approximately  0.3%
of  the  active   lawsuits   involve   claims   between  $0  and  $100,000;
approximately  1.6% of the active lawsuits  involve claims between $100,000
and $1 million;  less than 1% of the active lawsuits involve claims between
$1 million and $5 million;  less than 0.2% of the active  lawsuits  involve
claims  between  $5  million  and $10  million;  less than 2% of the active
lawsuits involve claims between $10 million and $15 million;  and less than
..02% of the active  lawsuits  involve claims between  $15 million  and $100
million.  The  variability  of requested  damages,  coupled with the actual
experience of resolving claims over an extended period,  demonstrates  that
damages requested in any particular  lawsuit or complaint bear little or no
relevance to the merits or disposition value of a particular case.  Rather,
the amount  potentially  recoverable  by a specific  plaintiff  or group of
plaintiffs is determined by other factors such as product identification or
lack thereof,  the type and severity of the disease alleged, the number and
culpability  of other  defendants,  the  impact  of  bankruptcies  of other
companies that are co-defendants in claims,  specific defenses available to
certain  defendants,  other  potential  causative  factors and the specific
jurisdiction in which the claim is made.

   For   additional   information   regarding   liabilities   arising  from
asbestos-related litigation, see Note J of "Notes to Condensed Consolidated
Financial Statements" in this quarterly report on Form 10-Q.

   U.S. Department of Justice ("USDOJ") Antitrust Division  Investigation -
In November 2003,  Ashland received a subpoena from the USDOJ relating to a
foundry  resins  grand jury  investigation.  In January  2006,  Ashland was
advised by the USDOJ that this  investigation  has now been  closed.  As is
frequently the case when such investigations have been initiated,  a number
of civil actions have been filed in multiple  jurisdictions,  most of which
are seeking class action status for classes of customers of foundry resins.
These  cases have been  consolidated  for  pretrial  purposes in the United
States District Court,  Southern District of Ohio.  Ashland will vigorously
defend these civil actions.

   Environmental   Proceedings  -  (1)  Under  the  federal   Comprehensive
Environmental  Response  Compensation  and  Liability  Act (as amended) and
similar state laws,  Ashland may be subject to joint and several  liability
for  clean-up  costs in  connection  with  alleged  releases  of  hazardous
substances  at  sites  where  it  has  been  identified  as a  "potentially
responsible  party" ("PRP").  As of June 30, 2006, Ashland had been named a
PRP at 99 waste  treatment  or disposal  sites.  These sites are  currently
subject to ongoing  investigation and remedial activities,  overseen by the
United States Environmental  Protection Agency ("USEPA") 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.  The  ultimate  costs are not  predictable  with
assurance.

                                   28

   For additional information regarding environmental matters and reserves,
see Note J of "Notes to Condensed  Consolidated  Financial  Statements"  in
this quarterly report on Form 10-Q.

   (2) On May 13, 2002, Ashland entered into a plea agreement with the U.S.
Attorney's  Office for the District of Minnesota and the USDOJ  regarding a
May 16, 1997, sewer fire at the St. Paul Park, Minnesota refinery, which is
now owned and  operated by Marathon  Petroleum  Company LLC. As part of the
plea agreement,  Ashland entered guilty pleas to two  misdemeanors,  paid a
$3.5 million fine related to violations of the Clean Air Act ("CAA"),  paid
$3.55 million as restitution to the employees injured in the fire, and paid
$200,000 as restitution to the responding rescue units. Ashland also agreed
to  complete  certain  upgrades  to the St.  Paul Park  refinery's  process
sewers,  junction boxes and drains to meet standards established by Subpart
QQQ of the New  Source  Performance  Standards  of the CAA  (the  "Refinery
Upgrades").   The  Refinery   Upgrades,   completed  in  2004,   have  been
acknowledged and accepted by the appropriate  agencies. As part of the plea
agreement, Ashland entered into and satisfied the terms and conditions of a
deferred  prosecution  agreement,  and as a result the deferred prosecution
was dismissed by the Court on February 22, 2005.

   As part of its sentence, Ashland was placed on probation for five years.
The primary  condition of probation was an obligation  not to commit future
federal,   state,  or  local  crimes.  The  probation  office  retained  an
independent  environmental  consultant  to  review  and  monitor  Ashland's
compliance with  applicable  environmental  requirements  and the terms and
conditions of probation.  The court also included other customary terms and
restrictions of probation in its probation order.

   On December 15, 2005, Ashland filed a motion for Order for Early Release
from probation. Effective June 30, 2006, the Judge granted Ashland's motion
requesting early termination of probation. This Order officially discharges
Ashland from  probation.

   (3) In March 2006, USEPA issued a proposed  Consent  Agreement and Final
Order  ("CAFO")  recommending  a penalty  of  $117,345  and  requiring  the
performance  of  an  unspecified  Supplemental   Environmental  Project  in
connection with alleged violations of record keeping requirements under the
CAA at Ashland's Calumet City, Illinois specialty chemical facility. In May
2006,  the parties  reached an agreement  under which  Ashland  would pay a
$60,000 penalty and also install  equipment which will reduce air emissions
at the facility at an additional cost of approximately  $154,000.  The CAFO
reflecting those terms was executed on July 28, 2006.

   Securities  and Exchange  Commission  ("Commission")  Notification  - On
April 25, 2006,  Ashland was notified by the staff of the Commission of the
staff's intent to seek  authorization from the Commission to pursue a civil
action  against   Ashland   relating  to  adjustments   which  reduced  its
environmental  remediation  reserves for certain sites for the fiscal years
1999 and 2000. These  adjustments to  environmental  reserves totaled $12.2
million  in 1999 and  $12.6 million  in 2000.  The  staff  advised  that it
intends to seek injunctive and/or administrative relief against Ashland and
that it will not  recommend  any  fines,  penalties  or  restatements  from
Ashland nor allege any intentional misconduct by Ashland. Ashland has filed
a Wells  submission  opposing  the  staff's  request  that  the  Commission
authorize a civil action against Ashland.

   Lake   Belt    Third-Party    Litigation    -    APAC-Southeast,    Inc.
("APAC-Southeast"),  an indirect wholly-owned  subsidiary of Ashland, holds
one of several U.S. Army Corps of Engineers (the "Corps")  permits  granted
in 2002 allowing mining of construction aggregates in the Lake Belt area in
Miami-Dade  County,  Florida  (the  "Permit").  Mining  under the Permit is
actually  performed  by a third  party,  which in turn  pays  royalties  to
APAC-Southeast.  The Sierra  Club and others  filed suit to  challenge  the
Corps'  issuance of the permits  alleging  that the Corps and other federal
agencies acted  capriciously,  abused their discretion and failed to comply
with statutory and  administrative  requirements  when issuing the permits.
Although  not named as a  defendant,  APAC-Southeast  and other  permittees
intervened in the proceedings to protect their interests.

   On March 22, 2006,  the United  States  District  Court for the Southern
District   of   Florida   ruled   that   permits   at   issue,    including
APAC-Southeast's, had been improperly issued. The Court remanded the

                                   29

matter to the Corps for  further  development  consistent  with the Court's
specific findings. The Court retained jurisdiction to determine the effect,
if  any,  upon  the  existing   permits  and  ongoing  mining   operations.
APAC-Southeast  and the other  intervenors  are  actively  defending  their
interests in the litigation.

   If ongoing  mining  operations  are adversely  affected,  APAC-Southeast
could be impacted both through the negative  effect upon royalties paid for
mining  under its Permit,  and through a general  reduction or cessation of
supply of aggregates from the Lake Belt area, which would negatively impact
construction  operations  in  Florida  that are highly  dependent  upon the
availability of the material,  including APAC-Southeast's.  The proceedings
are  continuing and it is not possible to determine at this time the likely
eventual   outcome  or  what  impact  it  will  have  on   APAC-Southeast's
operations.

   Other Legal  Proceedings - In addition to the matters  described  above,
there are various claims,  lawsuits and administrative  proceedings pending
or threatened against Ashland and its current and former subsidiaries. Such
actions are with respect to commercial  matters,  product liability,  toxic
tort  liability  and other  environmental  matters,  which seek remedies or
damages, some of which are for substantial amounts. While these actions are
being contested, their outcome is not predictable.

ITEM 1A.  RISK FACTORS

   During the period  covered by this report,  only one of the risk factors
previously disclosed in Ashland's Form 10-K, as amended, for the year ended
September 30, 2005 materially  changed.  Ashland's  shareholder rights plan
expired  pursuant to its terms at the close of business on May 16, 2006. As
a result, Ashland's articles of incorporation were amended to eliminate the
designation   of,  and  all  references  to,  the  Series  A  Participating
Cumulative  Preferred  Stock.  This action  affects one of the risk factors
previously disclosed in Ashland's Form 10-K, as amended, for the year ended
September  30,  2005,  which  is now  amended  to read in its  entirety  as
follows:

PROVISIONS OF ASHLAND'S  ARTICLES OF INCORPORATION AND BY-LAWS AND KENTUCKY
LAW COULD DETER  TAKEOVER  ATTEMPTS  THAT SOME  SHAREHOLDERS  MAY  CONSIDER
DESIRABLE, WHICH COULD ADVERSELY AFFECT ASHLAND'S STOCK PRICE.

   Provisions  of  Ashland's  articles of  incorporation  and by-laws  make
acquiring  control of Ashland without the support of its Board of Directors
difficult  for a third  party,  even if the  change  of  control  might  be
beneficial to Ashland shareholders. Ashland's articles of incorporation and
by-laws contain:

   -  provisions relating to the classification,  nomination and removal of
      its directors;

   -  provisions  limiting  the  right  of  shareholders  to  call  special
      meetings of its Board of Directors and shareholders;

   -  provisions  regulating  the  ability  of its  shareholders  to  bring
      matters for action at annual meetings of its shareholders; and

   -  the  authorization  given to its Board of  Directors to issue and set
      the terms of preferred stock.

   Ashland's articles of incorporation and the laws of Kentucky impose some
restrictions on mergers and other business combinations between Ashland and
any beneficial  owner of 10% or more of the voting power of its outstanding
common stock. The existence of these provisions may deprive shareholders of
any  opportunity  to sell  their  shares at a premium  over the  prevailing
market price for Ashland common stock.  The potential  inability of Ashland
shareholders to obtain a control premium could adversely  affect the market
price for its common stock.

                                   30

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

   Ashland's stock repurchase program was originally  announced on July 21,
2005. The amount of  repurchases  authorized at that time was $270 million.
After  repurchasing $196 million in Ashland Common Stock under the original
authorization,   on  January  25,   2006,   Ashland   announced   that  the
authorization has been increased by an additional $176 million bringing the
total  authorization  at that time to $250 million.  No purchases were made
during the quarter ended June 30, 2006,  leaving the dollar value of shares
that may yet be purchased  under the  repurchase  program at  approximately
$209 million as of June 30, 2006.

ITEM 6.  EXHIBITS

(a)   Exhibits
      --------

3(i)  Third Restated  Articles of Incorporation  of Ashland Inc.  effective
      May 17, 2006.

12    Computation of Ratio of Earnings to Fixed Charges.

31.1  Certificate of James J. O'Brien,  Chief Executive  Officer of Ashland
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2  Certificate  of J. Marvin Quin,  Chief  Financial  Officer of Ashland
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32    Certificate of James J. O'Brien,  Chief Executive Officer of Ashland,
      and J. Marvin Quin,  Chief Financial  Officer of Ashland  pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002.

                                     31

                                 SIGNATURE

   Pursuant to the requirements 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)


Date:  August 8, 2006         /s/ J. Marvin Quin
                             ----------------------------------------------
                             J. Marvin Quin
                             Senior Vice President and Chief Financial Officer
                             (on behalf of the Registrant and as principal
                             financial officer)

                                    32

                               EXHIBIT INDEX


Exhibit
  No.                                Description
-------    ----------------------------------------------------------------

3(i)       Third  Restated   Articles  of  Incorporation  of  Ashland  Inc.
           effective May 17, 2006.

12         Computation of Ratio of Earnings to Fixed Charges.

31.1       Certificate  of James J.  O'Brien,  Chief  Executive  Officer of
           Ashland  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
           2002.

31.2       Certificate  of J.  Marvin  Quin,  Chief  Financial  Officer  of
           Ashland  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
           2002.

32         Certificate  of James J.  O'Brien,  Chief  Executive  Officer of
           Ashland,  and J. Marvin Quin, Chief Financial Officer of Ashland
           pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                    33