Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
OBRIEN JAMES J /KY
  2. Issuer Name and Ticker or Trading Symbol
ASHLAND INC. [ASH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last)
(First)
(Middle)
50 E. RIVERCENTER BOULEVARD
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2006
(Street)

COVINGTON, KY 41012-0391
4. If Amendment, Date Original Filed(Month/Day/Year)
03/29/2006
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/28/2006   M   39,420 A $ 23.2 (1) 44,760 D  
Common Stock               887 (2) I 401(K)
Common Stock               3,871 (3) I LESOP

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) $ 23.2 (1) 03/28/2006   M(4)     39,420 09/19/2003(1) 10/19/2012(1) Common Stock 39,420 $ 0 0 (1) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
OBRIEN JAMES J /KY
50 E. RIVERCENTER BOULEVARD
COVINGTON, KY 41012-0391
      Chief Executive Officer  

Signatures

 David B. Mattingly, Attorney-in-Fact   04/03/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(2) This line item is not new or revised but is being reported again solely to gain access to the system in order to amend the Form 4 filed on 3/29/2006. Based on Employee Savings Plan information as of 3-28-2006, the latest date for which such information is reasonably available.
(1) Due to an administrative error by the program administrator, the reporting person filed a Form 4 on 3/29/2006, reflecting the disposal of 39,420 Stock Options (Right to buy) from options granted in 2003 (exercisable on 9/18/2004, expiration date of 10/18/2013 and exercise price of $28.04). However the Form 4 filed on 3/29/2006 should have reported the disposal of 39,420 Stock Options (Right to buy) from options granted in 2002 (exercisable on 9/19/2003, expiration date of 10/19/2012 and exercise price of $23.20). The reporting person, therefore, retains 121,290 Stock Options under the 2003 grant and has no remaining Stock Options under the 2002 grant as a result of the exercise on 3/28/2006.
(4) Employee stock option (represents a right to buy Ashland Common Stock) granted pursuant to Ashland's Amended Stock Incentive Plan which vests in three annual installments: 50% after the 1st year, the next 25% the 2nd year and the remaining 25% the 3rd year. The employee stock option includes a tax withholding feature pursuant to the plan.
(3) This line item is not new or revised but is being reported again solely to gain access to the system in order to amend the Form 4 filed on 3/29/2006. Shares accrued under Ashland's Leveraged Employee Stock Ownership Plan as of 3-28-2006.

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