8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 19, 2006

ASHLAND INC.

(Exact name of registrant as specified in its charter)

Kentucky

(State or other jurisdiction of incorporation)

1-32532	20-0865835
(Commission File Number)	(I.R.S. Employer
	Identification No.)
50 E. RiverCenter Boulevard, Covington, Kentucky	41011
(Address of principal executive offices)	(Zip Code)
P.O. Box 391, Covington, Kentucky	41012-0391
(Mailing Address)	(Zip Code)

Registrant’s telephone number, including area code (859) 815-3333

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

-1-

Item 8.01. Other Events

On June 19, 2006, Ashland Inc. (“Ashland”) issued a press release announcing that it is exploring a possible separation of Ashland Paving And Construction Inc. (“APAC”), a wholly owned subsidiary of Ashland, and has entered into an exclusive negotiation period with Oldcastle Materials, Inc. regarding the possible sale of APAC. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)	Exhibits
99.1	Press Release, dated June 19, 2006

-2-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ASHLAND INC.

(Registrant)

June 19, 2006	/s/ David L. Hausrath
	David L. Hausrath
	Senior Vice President,
	General Counsel and Secretary

-3-

EXHIBIT INDEX

99.1 Press Release, dated June 19, 2006

-4-

EX-99.1

News Release 

       
 

FOR ADDITIONAL INFORMATION:
Media Relations:	Investor Relations:
Martha Johnson	Daragh Porter
(859) 357-3101	(859) 815-3825

FOR IMMEDIATE RELEASE:

June 19, 2006

Ashland Inc. Announces

Exploration of a Possible Separation of its APAC Division; Enters into Exclusive

Negotiating Period with Oldcastle Materials, Inc.

COVINGTON, Ky. - Ashland Inc. (NYSE: ASH) (“Ashland”) announced today that it is exploring a possible separation of Ashland Paving And Construction Inc. (“APAC”), a wholly owned subsidiary of Ashland, including by means of a spin-off or sale of APAC. Ashland also announced that it has entered into an exclusive negotiating period with Oldcastle Materials, Inc. regarding the possible sale of APAC.

Ashland said there can be no assurance that any such transaction will occur. Ashland has retained Credit Suisse Securities (USA) LLC as its advisor to assist in this process.

Ashland also stated that it does not expect to disclose developments or details with respect to the exploration of the possible separation of APAC unless and until its board of directors has approved a definitive transaction or a decision is made not to proceed with a separation of APAC.

About Ashland Inc.

Ashland Inc. (NYSE: ASH) is a Fortune 500 chemical and transportation construction company providing products, services and customer solutions throughout the world. To learn more about Ashland Inc., visit www.ashland.com.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include those that refer to Ashland’s expectations about the possible APAC transaction. Although Ashland believes its expectations are based on reasonable assumptions, it cannot assure the expectations reflected herein will be achieved. The risks, uncertainties, and assumptions include the possibility that Ashland will be unable to fully realize the benefits anticipated from the APAC transaction; the possibility the APAC transaction may not close and other risks that are described from time to time in the Securities and Exchange Commission (SEC) reports of Ashland. Other factors and risks affecting Ashland are contained in Ashland’s Form 10-K, as amended, for the fiscal year ended Sept. 30, 2005, filed with the SEC and available on Ashland’s Investor Relations website at www.ashland.com/investors or the SEC’s website at www.sec.gov. Ashland undertakes no obligation to subsequently update or revise the forward-looking statements made in this news release to reflect events or circumstances after the date of this news release.