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SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
ESLER SUSAN B
(Last) (First) (Middle)
50 E RIVERCENTER BLVD
(Street)
COVINGTON KY 41012
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/29/2004 		3. Issuer Name and Ticker or Trading Symbol
ASHLAND INC [ ash ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President
 5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 114(1) D
Restricted Stock 3,000(2) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to buy) 09/19/2003 10/19/2012 Common Stock 2,250 28.13(3) D
Stock Options (Right to buy) 09/21/2001 10/21/2010 Common Stock 1,500 33.0625(3) D
Stock Options (Right to buy). 09/18/2004 10/18/2013 Common Stock 3,000 34(3) D
Stock Options (Right to buy) 09/20/2002 10/20/2011 Common Stock 2,000 36.38(3) D
Stock Options (Right to buy) 09/16/2000 10/16/2009 Common Stock 1,000 36.625(3) D
Common Stock Units (4) (4) Common Stock 5,838 (5) D
Explanation of Responses:
1. Based on Employee Savings Plan information as of 1-29-04, the latest date for which such information is reasonably available.
2. Represents shares of Restricted Common Stock acquired pursuant to Ashland's stock incentive plans as approved by the shareholders and exempt pursuant to Rule 16b-3.
3. Employee stock option (represents a right to buy Ashland Common Stock) granted pursuant to Ashland's Amended and Restated Incentive Plan which vests in three annual installments: 50% after the 1st year, the next 25% the 2nd year and the remaining 25% for the 3rd year. The employee stock option includes a tax withholding feature pursuant to the plan.
4. Common Stock Units acquired pursuant to Ashland's 1995 Deferred Compensation Plan as of 2-3-04, payable in cash or stock upon termination of service and exempt under Rule 16b-3. (One (1) Common Stock Unit in the 1995 Plan is the equivalent of one (1) share of Ashland Common Stock)
5. Converts to common stock on a one-for-one basis.
M. Craig Hall Attorney-in-Fact 02/05/2004
** 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 5 (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.
                                                                  Exhibit 24

                             POWER OF ATTORNEY


The undersigned  hereby appoints each of David L. Hausrath,  Linda L. Foss,
and M. Craig Hall, signing singly, his 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 30th day of January, 2004.




                            /s/ Susan B. Esler

                              Susan B. Esler