SCHEDULE 14A
                               (Rule 14a-101)
                  INFORMATION REQUIRED IN PROXY STATEMENT
                          SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
                             (Amendment No. 1)

Filed by the registrant  /X/
Filed by a party other than the registrant  /  /

Check the appropriate box:
/ / Preliminary proxy statement / / Confidential, for Use of the Commission
/ / Definitive proxy statement Only (as permitted by Rule  14a-6(e)(2)) /X/
Definitive  additional  materials / / Soliciting  material pursuant to Rule
14a-11(c) or Rule 14a-12

                                Ashland Inc.
              (Name of Registrant as Specified in Its Charter)

                     Board of Directors of Ashland Inc.
                 (Name of Person(s) Filing Proxy Statement)

Payment of filing fee (Check the appropriate box):
/X/      No fee required.
/  /     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 
         and 0-11.

(1)      Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transactions applies:

(3)      Per unit price or other underlying  value of transaction  computed
         pursuant to Exchange  Act Rule 0-11 (Set forth the amount on which
         the filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5)      Total fee paid:
/  /     Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided by Exchange  Act
Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee was
paid  previously.  Identify the previous filing by  registration  statement
number, or the form or schedule and the date of its filing.

(1)      Amount previously paid:

(2)      Form, schedule or registration statement no.:   Definitive Proxy

(3)      Filing party:   Board of Directors of Ashland Inc.

(4)      Date filed:   January 11, 1999







                                      January 11, 1999


IF YOU HAVE ALREADY SENT IN YOUR
PROXY, PLEASE DISREGARD THIS LETTER


A REMINDER TO THE SHAREHOLDERS OF ASHLAND INC.


         We have  previously  sent to you a Proxy  Statement dated December
11, 1998 and proxy card relating to the Annual Meeting of  Shareholders  to
be held on Thursday, January 28, 1999.

         According to our records,  we have not to date received your proxy
card.  Because the time before the meeting is short,  we urge you to review
the Proxy Statement and send in your proxy card promptly.  A new proxy card
is enclosed for your convenience.

         As  noted  in  the  Proxy  Statement,   Ashland   recommends  that
shareholders  vote FOR Items 1 and 2 and AGAINST Items 3 and 4. The reasons
for these items,  and their  possible  advantages  and  disadvantages,  are
discussed in detail in the Proxy Statement,  and we encourage you to review
carefully  that  discussion.  If you have  misplaced your copy of the Proxy
Statement and would like another  copy,  please call  1-800-482-0561,  toll
free, and we will mail another copy to you.

         Please complete, date, sign and promptly return the enclosed proxy
card in the stamped,  self-addressed envelope provided. If you have already
sent in your proxy card and Ashland  receives  another  proxy card from you
for the same shares, the later dated proxy card will be voted.

         Thank you for your cooperation.


                                  Sincerely,

                                   /s/ Thomas L. Feazell

                                  Thomas L. Feazell
Enclosures