SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
CHAMBERS LAMAR M

(Last) (First) (Middle)

(Street)

(City) (State) (Zip)
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)
Controller
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 01/17/2005 M 184 A $57.55 3,101 D
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 Securities Underlying Derivative Security (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: 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
Common Stock Units (1) 01/17/2005 M 184 (2) (2) Common Stock 184 $57.55 18,582 D
Explanation of Responses:
1. 1-for-1
2. Common Stock Units acquired pursuant to Ashland's 1995 Deferred Compensation Plan as of 1-17-05, and exempt under Rule 16b-3(d). (One (1) Common Stock Unit in the 1995 Deferred Compensation Plan is the equivalent of one (1) share of Ashland Common Stock)
Jami K. Suver, Attorney-in-Fact 01/17/2005
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
                                POWER OF ATTORNEY


     The undersigned  hereby  appoints each of David L. Hausrath,  Linda L.
Foss,  and Jami K.  Suver,  signing  singly,  his or her  true  and  lawful
attorney-in-fact to:

              (1) apply for and obtain on behalf of the undersigned the
         necessary access codes to file Forms 3, 4, 5 and 144, pursuant to
         Section 16(a) of the Securities Exchange Act of 1934 and Rule 144 of
         the Securities Act of 1933, respectively, electronically via the EDGAR
         system pursuant to Regulation S-T and the rules thereunder, and

              (2) act in a filing agent capacity to perform any and all acts for
         and on behalf of the undersigned which may be necessary to complete the
         filing of any such Form 3, 4, 5 and 144 with the U.S. Securities and
         Exchange Commission and any other authority in accordance with Section
         16(a) of the Securities Exchange Act of 1934 and the rules thereunder.

     The undersigned hereby grants to each  attorney-in-fact the full power
and authority,  for me and on my behalf,  to perform all acts necessary and
proper to be done in the exercise of the rights and powers hereby granted.

     The undersigned acknowledges that the foregoing individuals are acting
under this Power of Attorney at the request of the undersigned, and are not
assuming any of the undersigned's  responsibilities  to comply with Section
16 of the Securities Exchange Act of 1934 or Rule 144 of the Securities Act
of 1933.

     Each  attorney-in-fact  shall be authorized to act under this Power of
Attorney  only so long as such  attorney-in-fact  is an employee of Ashland
Inc.,  or until  such  time as this  Power of  Attorney  has been  revoked,
annulled or set aside.

     IN  WITNESS  WHEREOF,  the  undersigned  has  executed  this  Power of
Attorney as of this 1st day of November, 2004.





                              /s/ Lamar M. Chambers
                              ---------------------
                                Lamar M. Chambers