Filed Pursuant to
                                                       Rule 424(b)(5)
                                                       File No. 333-48267

   
   
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                            P R O S P E C T U S
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                               482,575 Shares

                                ASHLAND INC.

                                COMMON STOCK

                        (par value $1.00 per share)
                             -----------------

         The Prospectus  relates to 482,575 shares (the "Shares") of common
   stock, par value $1.00 per share (the "Common  Stock"),  of Ashland Inc.
   ("Ashland"  or the  "Company"),  which may be  offered by Bernard A. Li,
   individually and as trustee of The Li Family Trust,  Charles W. Hill and
   Walter S. Arnold (collectively, the "Selling Shareholders") from time to
   time.  See "Selling  Shareholders."  The Company will not receive any of
   the proceeds from the sale of such shares. See "Use of Proceeds."
                             -----------------

   
   
         The  Common  Stock is listed on the New York Stock  Exchange  (the
   "NYSE") and the Chicago Stock  Exchange  (the "CHX").  The last reported
   sale price of the Common Stock on the NYSE  on May  13, 1998  was $54.25
   per share.
        
                             -----------------

         The  Shares   will  be  sold   either   directly  by  the  Selling
   Shareholders or through underwriters, brokers, dealers or agents. At the
   time any  particular  offer of  Shares  is  made,  if and to the  extent
   required,  a supplement to this  Prospectus (a "Prospectus  Supplement")
   will set forth the specific number of Shares offered, the offering price
   and  the  other  terms  of the  offering,  including  the  names  of any
   underwriters,  brokers,  dealers or agents  involved in the offering and
   the  compensation,  if any, of such  underwriters,  brokers,  dealers or
   agents. Any statement  contained in this Prospectus will be deemed to be
   modified or superseded by any  inconsistent  statement  contained in any
   Prospectus Supplement delivered herewith.

         Unless this  Prospectus is accompanied by a Prospectus  Supplement
   stating  otherwise,  offers  and  sales  may be  made  pursuant  to this
   Prospectus only in ordinary  broker's  transactions  made on the NYSE or
   CHX  in  transactions   involving   ordinary  and  customary   brokerage
   commissions.

         The Company will bear all  expenses  incurred in  connection  with
offers  and sales of the Shares  pursuant  to this  Prospectus,  except the
Selling  Shareholders  will pay any underwriting  discounts and commissions
incurred in connection therewith.
                             -----------------

         As used in this  Prospectus,  the  term  "Common  Stock"  includes
   Rights to Purchase Series A Participating  Cumulative  Preferred  Stock,
   the description  and terms of which are set forth in a Rights  Agreement
   dated May 15, 1996. See  "Description  of Common Stock - Preferred Stock
   Purchase Rights."

  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
       THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
             COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                 THIS PROSPECTUS. ANY REPRESENTATION TO THE
                      CONTRARY IS A CRIMINAL OFFENSE.
   
   
              The date of this Prospectus is May 14, 1998
        



                           AVAILABLE INFORMATION

         The  Company  is subject to the  information  requirements  of the
   Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
   accordance  therewith,   files  reports,   proxy  statements  and  other
   information   with  the   Securities   and  Exchange   Commission   (the
   "Commission").  Such reports,  proxy  statements  and other  information
   filed by the Company with the  Commission can be inspected and copied at
   the public  reference  facilities  maintained by the  Commission at Room
   1024,  450  Fifth  Street,  N.W.,  Washington,  D.C.  20549,  and at the
   Regional Offices of the Commission at Suite 1400,  Citicorp Center,  500
   West  Madison  Street,  Chicago,  Illinois  60661 and Seven  World Trade
   Center,  Suite 1300,  New York, New York 10048.  In addition,  copies of
   such material can be obtained from the Public  Reference  Section of the
   Commission  at 450  Fifth  Street,  N.W.,  Washington,  D.C.  20549,  at
   prescribed rates.  Such reports,  proxy statements and other information
   concerning  the Company can also be  inspected at the offices of the New
   York Stock Exchange,  20 Broad Street,  New York, New York 10005 and The
   Chicago Stock  Exchange,  440 South LaSalle  Street,  Chicago,  Illinois
   60605.   The   Company   files  such   material   with  the   Commission
   electronically.  The  Commission  maintains  a Web  Site  that  contains
   reports,   proxy  and  information   statements  and  other  information
   regarding registrants that file electronically with the Commission.  The
   address of such site is: http://www.sec.gov.

         The Company has filed with the Commission a Registration Statement
   on  Form  S-3  (together   with  all   amendments   and  exhibits,   the
   "Registration  Statement")  under the Securities Act of 1933, as amended
   (the "Securities Act"), with respect to the Common Stock offered hereby.
   This Prospectus does not contain all of the information set forth in the
   Registration  Statement and exhibits  thereto.  For further  information
   with  respect  to the  Company  and the  Common  Stock  offered  hereby,
   reference is made to the Registration Statement and related exhibits and
   to documents filed with the Commission.  Any statements contained herein
   concerning the provisions of any document are not necessarily  complete,
   and in each  instance  reference  is made to the  copy of such  document
   filed as an exhibit to the  Registration  Statement or  otherwise  filed
   with the Commission. Each such statement is qualified in its entirety by
   such reference.  The Registration Statement and the exhibits thereto can
   be inspected and copied at the public reference  facilities and regional
   offices referred to above.

              INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   
         The following  documents,  filed with the  Commission  pursuant to
   Section 13 or 15(d) of the  Exchange Act (File No.  1-2918),  are hereby
   incorporated by reference into this Prospectus:

            (i)  Ashland's  Annual  Report on Form 10-K for the fiscal year
ended September 30, 1997 as amended by a Form 10-K/A  Amendment No. 1 filed
on May 1, 1998;

            (ii)  Ashland's  Quarterly  Report on Form 10-Q for the quarter
ended  December 31, 1997 as amended by a Form 10-Q/A  Amendment No. 1 filed
on March 30, 1998;

           (iii)  Ashland's  Current  Report on Form 8-K dated December 12,
1997;

            (iv) Ashland's Current Report on Form 8-K dated January 1, 1998
as amended by a Form 8-K/A filed on March 17, 1998;

            (v) Ashland's Current Report on Form 8-K dated March 23, 1998;

            (vi) the description of Ashland's Common Stock, par value $1.00
per share, set forth in the  Registration  Statement on Form 10, as amended
in its  entirety  by the Form 8 filed  with the  Commission  on May 1, 1983
("Registration Statement on Form 10, as amended"); and

            (vii) the description of Ashland's  Rights to Purchase Series A
Participating  Cumulative  Preferred  Stock,  set forth in the Registration
Statement on Form 8-A dated May 16, 1996.




                                     2

    
        All  documents  filed by Ashland  with the  Commission  pursuant to
Section  13(a),  13(c),  14 or 15(d) of the  Exchange Act after the date of
this  Prospectus  and prior to the  termination of the offering made hereby
shall be deemed to be incorporated by reference into this Prospectus and to
be a part hereof from the respective dates of filing of such documents. Any
statement  contained  herein or in a document  incorporated or deemed to be
incorporated  by  reference  herein  shall  be  deemed  to be  modified  or
superseded  for purposes of this  Prospectus to the extent that a statement
contained herein or in any other  subsequently filed document which also is
or is deemed to be  incorporated  by reference  herein or in any Prospectus
Supplement  modifies or supersedes  such  statement.  Any such statement so
modified  or  superseded  shall not be  deemed,  except as so  modified  or
superseded, to constitute a part of this Prospectus.

         THE COMPANY WILL PROVIDE  WITHOUT  CHARGE TO EACH PERSON TO WHOM A
COPY OF THIS  PROSPECTUS  IS  DELIVERED,  ON THE WRITTEN OR ORAL REQUEST OF
SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS  REFERRED TO ABOVE WHICH
HAVE BEEN OR MAY BE INCORPORATED BY REFERENCE INTO THIS  PROSPECTUS,  OTHER
THAN CERTAIN EXHIBITS TO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE
DIRECTED TO THE SECRETARY,  ASHLAND INC., P.O. BOX 391,  ASHLAND,  KENTUCKY
41114 (TELEPHONE: (606) 329-3333).

                                THE COMPANY

         Ashland's  businesses  are grouped  into five  industry  segments:
Chemical, Valvoline, APAC, Refining and Marketing, and Coal.

         Ashland  Chemical  distributes  industrial  chemicals,   solvents,
thermoplastics and resins, and fiberglass  materials,  and manufactures and
sells a wide variety of  specialty  chemicals  and certain  petrochemicals.
Valvoline  is a marketer  of  branded,  packaged  motor oil and  automotive
chemicals,  antifreeze, filters, rust preventives,  coolants and automotive
appearance  products.  In  addition,  Valvoline is engaged in the "fast oil
change" business through outlets  operating under the Valvoline Instant Oil
Change(R) and Valvoline Rapid Oil Change(R) names.

         APAC performs contract construction work, including highway paving
and repair,  excavation and grading, and bridge construction,  and produces
asphaltic  and  ready-mix  concrete,  crushed  stone and  other  aggregate,
concrete  block  and  certain  specialized  construction  materials  in the
southern and midwestern United States.

         Effective  January 1,  1998,  Ashland  and  Marathon  Oil  Company
completed a  transaction  to form Marathon  Ashland  Petroleum LLC ("MAP"),
which  combined  major  portions of the  supply,  refining,  marketing  and
transportation operations of the two companies. Marathon has a 62% interest
in MAP and Ashland holds a 38% interest. MAP operates seven refineries with
a total refining  capacity of 930,000 barrels per day. Refined products are
distributed through a retail network of 5,400 independent and company owned
outlets in 20 Midwest and  Southern  states.  Ashland  will account for its
investment in MAP using the equity method of accounting. However, since the
transaction  did not close  until  January 1, 1998,  Ashland  continued  to
report  its  100%   ownership   interest  in  the  Ashland   Petroleum  and
SuperAmerica  divisions  (Ashland's  Refining and  Marketing  segment) on a
consolidated  basis  in its  financial  statements  for the  quarter  ended
December 31, 1997.

         Ashland's coal operations are conducted by Arch Coal,  Inc., which
is 55% owned by Ashland  and is publicly  traded,  and which  produces  and
markets bituminous coal in Central  Appalachia,  the Illinois Basin and the
Hanna Basin in Wyoming for sale to domestic  and foreign  electric  utility
and industrial customers.

         Ashland is a Kentucky corporation,  organized on October 22, 1936,
with  its  principal  executive  offices  located  at 1000  Ashland  Drive,
Russell,  Kentucky 41169 (Mailing Address: P.O. Box 391, Ashland,  Kentucky
41114) (Telephone: (606) 329-3333).

                              USE OF PROCEEDS

         All of the shares of Common  Stock  which are the  subject of this
Prospectus are being sold by the Selling Shareholders. The Company will not
receive any of the proceeds from the sale of such shares.

                                     3



                            SELLING SHAREHOLDERS

         On  February   2,  1998,   Ashland   acquired   from  the  Selling
Shareholders  all of the issued and  outstanding  shares of common stock of
EGL-1, Inc. ("EGL-1"), a California corporation, pursuant to a merger of an
Ashland  subsidiary with and into EGL-1. The purchase price was $25,400,154
paid in 482,575 shares of Common Stock which are offered  hereby.  EGL-1 is
based in  Carlsbad,  California  and is a  leading  marketer  in the  wheel
cleaner, metal polish, leather care and premium wax/polish segments.  EGL-1
will operate as part of The Valvoline Company, a division of Ashland.

         The number of shares  offered for sale are as follows:  Bernard A.
Li,  individually  and as trustee of The Li Family Trust,  361,932  shares;
Charles W. Hill, 48,257 shares;  and Walter S. Arnold,  72,386 shares.  The
shares offered for sale as described in the preceding  sentence  constitute
all the  shares of Common  Stock of  Ashland  owned by each of the  Selling
Shareholders.  No Selling  Shareholder owns more than 1% of the outstanding
shares of Common  Stock.  Except for the  transaction  in which the Selling
Shareholder  acquired his, her or its Common Stock, no Selling  Shareholder
has had a material relationship with Ashland within the past three years.

         The  maximum  number of shares  proposed to be sold by the Selling
Shareholders is the number of shares owned by them as of the date hereof.

                            PLAN OF DISTRIBUTION

         The  Selling   Shareholders  or  their  respective   distributees,
pledgees,  donees,  transferees  or other  successors in interest may offer
Shares from time to time depending on market  conditions and other factors,
in one or more transactions on the NYSE or CHX or other national securities
exchanges on which the Shares are traded, in the over-the-counter market or
otherwise,  at market prices  prevailing at the time of sale, at negotiated
prices  or at  fixed  prices.  The  Shares  may be  offered  in any  manner
permitted  by law,  including  through  underwriters,  brokers,  dealers or
agents, and directly to one or more purchasers. Sales of Shares may involve
(i) sales to underwriters who will acquire Shares for their own account and
resell  them in one or more  transactions  at fixed  prices  or at  varying
prices  determined at time of sale,  (ii) block  transactions  in which the
broker or dealer so  engaged  will  attempt to sell the Shares as agent but
may position  and resell a portion of the block as principal to  facilitate
the  transaction,  (iii)  purchases by a broker or dealer as principal  and
resale  by such  broker  or  dealer  for  its  account,  (iv)  an  exchange
distribution  in  accordance  with the rules of any such  exchange  and (v)
ordinary brokerage transactions and transactions in which a broker solicits
purchasers.  Brokers and dealers  may receive  compensation  in the form of
underwriting  discounts,   concessions  or  commissions  from  the  Selling
Shareholders  and/or  purchasers  of Shares  for whom they may act as agent
(which compensation may be in excess of customary commissions). The Selling
Shareholders and any broker or dealer that participates in the distribution
of Shares may be deemed to be underwriters and any commissions  received by
them and any  profit  on the  resale of  Shares  positioned  by a broker or
dealer may be deemed to be underwriting discounts and commissions under the
Securities Act. In the event any Selling Shareholder engages an underwriter
in  connection  with the sale of the  Shares,  to the  extent  required,  a
Prospectus Supplement will be distributed,  which will set forth the number
of Shares being offered and the terms of the offering,  including the names
of  the   underwriters,   any  discounts,   commissions   and  other  items
constituting  compensation to underwriters,  dealers or agents,  the public
offering  price and any discounts,  commissions  or concessions  allowed or
reallowed or paid by underwriters to dealers.

         Pursuant to the Registration Rights Agreement dated as of February
2, 1998 (the "Registration  Rights Agreement"),  by and between the Company
and the  Selling  Shareholders,  the  Company  will  pay  all  registration
expenses  in  connection  with all  registrations  of the  Shares  upon the
written request of any Selling  Shareholder,  and such Selling  Shareholder
will pay all underwriting  discounts and commissions,  if any,  relating to
the sale or disposition of such Selling  Shareholder's  Shares. The Company
and the Selling  Shareholders  have agreed to indemnify  each other against
certain  civil  liabilities,   including  certain   liabilities  under  the
Securities Act.



                                     4


                        DESCRIPTION OF COMMON STOCK

   Common Stock
   
         The authorized stock of the Company consists of 300,000,000 shares
of Common Stock,  and  30,000,000  shares of Preferred  Stock,  issuable in
series.  On April 30, 1998,  there were  75,964,694 shares of Common  Stock
issued and  outstanding.  In addition,  500,000  shares of Preferred  Stock
designated  as  Series  A  Participating  Cumulative  Preferred  Stock  are
reserved for issuance upon exercise of rights issued pursuant to the Rights
Agreement  dated as of May 15, 1996. An aggregate of 12,178,300  additional
shares of Common  Stock  are  reserved  for  issuance  under the  Company's
various stock and compensation incentive plans.
    

         The holders of Common Stock are  entitled to receive  dividends as
may be declared  from time to time by the Board of  Directors  out of funds
legally available therefor. The holders of Common Stock are entitled to one
vote per share on all matters  submitted to a vote of shareholders and have
cumulative  voting  rights.  Under  cumulative  voting,  a shareholder  may
multiply  the  number of shares  owned by the  number  of  directors  to be
elected  and cast  this  total  number  of  votes  for any one  nominee  or
distribute  the total  number of votes,  in any  proportion,  among as many
nominees as the shareholder  desires.  Holders of Common Stock are entitled
to receive,  upon any  liquidation  of the Company,  all  remaining  assets
available  for  distribution  to  shareholders  after  satisfaction  of the
Company's  liabilities and the  preferential  rights of any Preferred Stock
that may then be issued and outstanding.  The outstanding  shares of Common
Stock are fully paid and nonassessable. The holders of Common Stock have no
preemptive,  conversion  or  redemption  rights.  The  Transfer  Agent  and
Registrar  of  Ashland's  Common  Stock is Harris  Trust and Savings  Bank,
Chicago, Illinois.

         The  foregoing  information  does  not  purport  to be a  complete
summary of the terms and provisions of the Common Stock and is qualified in
its entirety by reference to the  description of the Common Stock contained
in  the   Company's   Registration   Statement  on  Form  10,  as  amended,
incorporated by reference into this  Prospectus,  and the Company's  Second
Restated Articles of Incorporation, as amended (the "Articles").

Preferred Stock Purchase Rights

         The Board of Directors  has  authorized  the  distribution  of one
Right (a "Right") for each  outstanding  share of Common Stock.  Each Right
entitles the holder thereof to buy one-one thousandth (1/1000th) of a share
of Series A Participating Cumulative Preferred Stock at a price of $140.

         The Rights  will become  exercisable  upon the earlier of (a) such
time as the Company learns that a person or group has acquired, or obtained
the  right  to  acquire,  beneficial  ownership  of  more  than  15% of the
outstanding  Common  Stock  of the  Company  ("Acquiring  Person"),  unless
provisions  intended to prevent  accidental  triggering apply, and (b) such
date, if any, as may be designated by the Board of Directors of the Company
following the commencement  of, or first public  disclosure of an intention
to commence,  a tender or exchange offer for outstanding Common Stock. Each
Right  (other than those held by the  acquiror)  will entitle its holder to
purchase,  at the Right's  exercise price,  shares of Common Stock having a
market  value of twice the Right's  exercise  price.  Additionally,  if the
Company is acquired in a merger or other business  combination,  each Right
(other than those held by the surviving or acquiring  company) will entitle
its  holder to  purchase,  at the  Right's  exercise  price,  shares of the
acquiring  company's  common  stock (or stock of the  Company  if it is the
surviving  corporation) having a market value of twice the Right's exercise
price.  Each  one-one  thousandth  of a share  of  Series  A  Participating
Cumulative  Preferred Stock will be entitled to dividends and to vote on an
equivalent basis with one share of Common Stock.

         Rights may be redeemed at the option of the Board of Directors for
$.01 per Right at any time  before the  earlier of such time as there is an
Acquiring  Person or the  tenth  anniversary  of the date of the plan.  The
Board of  Directors  may amend the Rights at any time  without  shareholder
approval. The Rights will expire by their terms on May 15, 2006.

                                     5


Certain Provisions of Ashland's Articles

         In the event of a proposed merger,  tender offer, proxy contest or
other  attempt  to gain  control of Ashland  not  approved  by the Board of
Directors,  it would be  possible,  subject to any  limitations  imposed by
applicable  law,  the  Articles  and  the  applicable  rules  of the  stock
exchanges upon which the Common Stock is listed, for the Board of Directors
to authorize  the  issuance of one or more series of  preferred  stock with
voting  rights or other  rights  and  preferences  which  would  impede the
success  of the  proposed  merger,  tender  offer,  proxy  contest or other
attempt to gain  control of  Ashland.  The consent of the holders of Common
Stock would not be required for any such issuance of preferred stock.

         The Articles  incorporate in substance  certain  provisions of the
Kentucky  Business  Corporation Act to require approval of the holders of a
least 80% of Ashland's  voting stock,  plus  two-thirds of the voting stock
other than voting  stock  owned by a 10%  shareholder,  as a  condition  to
mergers and certain other business combinations  involving Ashland and such
10% shareholder unless (a) the transaction is approved by a majority of the
continuing  directors (as defined) of Ashland or (b) certain  minimum price
and procedural  requirements  are met. In addition,  the Kentucky  Business
Corporation Act includes a standstill  provision which precludes a business
combination from occurring with a 10% shareholder, notwithstanding any vote
of  shareholders  or price paid,  for a period of five years after the date
such 10% shareholder  becomes a 10%  shareholder,  unless a majority of the
independent  directors (as defined) of Ashland  approves  such  combination
before the date such shareholder becomes a 10% shareholder.

         The  Articles  also  provide  that (i) the Board of  Directors  is
classified  into three classes,  (ii) a director may be removed from office
without "cause" (as defined) only by the affirmative vote of the holders of
at least 80% of the voting  power of the then  outstanding  voting stock of
Ashland,  (iii) the Board of Directors  may adopt  By-laws  concerning  the
conduct of, and matters considered at, meetings of shareholders,  including
special  meetings,  (iv)  Ashland's  By-laws and certain  provisions of the
Articles may be amended only by the  affirmative  vote of the holders of at
least  80% of the  voting  power of the then  outstanding  voting  stock of
Ashland;  and (v) the  By-laws  may be  adopted  or amended by the Board of
Directors,  subject to amendment or repeal only by affirmative  vote of the
holders of at least 80% of the voting power of the then outstanding  voting
stock of Ashland.

                               LEGAL MATTERS

         Certain legal matters in connection  with the Common Stock offered
hereby  will be passed  upon for the  Company by Thomas L.  Feazell,  Esq.,
Senior Vice President,  General  Counsel and Secretary of the Company.  Mr.
Feazell owns beneficially 127,394 shares of Common Stock.

                                  EXPERTS

   
         The consolidated  financial statements and schedule of the Company
appearing or  incorporated  by reference in the Company's  Annual Report on
Form 10-K (as  amended by Form 10-K/A  Amendment  No. 1) for the year ended
September  30, 1997,  have been  audited by Ernst & Young LLP,  independent
auditors,  as set  forth in  their  report  thereon  included  therein  and
incorporated herein by reference.  Such consolidated  financial  statements
and schedule  are  incorporated  herein by reference in reliance  upon such
report given upon the authority of such firm as experts in  accounting  and
auditing.
    


                                     6