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*
HIGDEM GARRY M

(Last) (First) (Middle)
STE 700
900 ASHWOOD PKWY

(Street)
ATLANTA GA 30338

(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)
Senior Vice President
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2005
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 01/29/2005 A(1) 6,250 A $0 6,250 D
Common Stock 01/29/2005 F(2) 2,083 D $59.95 4,167 D
Restricted Stock 01/29/2005 J(3) 6,250 D $0 18,750 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
Explanation of Responses:
1. Common Stock acquired pursuant to the lapsing of the restrictions on Restricted Common Stock acquired pursuant to Ashland's Stock Incentive Plans as approved by the shareholders and exempt pursuant to Rule 16b-3.
2. Payment of tax liability by withholding incident to the receipt of the vesting of shares of Restricted Common Stock aquired pursuant to Ashland's stock incentive plans as approved by the shareholders and exempt pursuant to Rule 16b-3.
3. Reflects the lapsing of restrictions on Restricted Common Stock acquired pursuant to Ashland's stock incentive plans as approved by the shareholders and exempt pursuant to Rule 16b-3.
Jami K. Suver, Attorney in Fact 02/01/2005
** 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 ____ day of November, 2004.




                                         --------------------------
                                         Garry M. Higdem