EXHIBIT 4.9


                              AMENDMENT NO. 2
                                   TO THE
                                ASHLAND INC.
                           EMPLOYEE SAVINGS PLAN
                   As Restated Effective January 1, 2003
==============================================================================

         WHEREAS,  Ashland  Inc.  established  the  Ashland  Inc.  Employee
Savings Plan (known as the Ashland Inc. Employee Thrift Plan before October
1, 1995)  originally  effective  June 1, 1964 for the benefit of  employees
eligible to participate therein;
         WHEREAS,  the aforesaid Plan was amended from time to time and, as
so amended,  was completely  amended and restated effective October 1, 1976
to comply with the provisions of the Employee  Retirement  Income  Security
Act of 1974;
         WHEREAS,  the  aforesaid  amended  and  restated  Plan was further
amended from time to time and was completely amended and restated effective
on October 1, 1980,  on October 1, 1983,  on October 1, 1985, on October 1,
1989, on October 1, 1995 on January 1, 1997 and on January 1, 2003;
         WHEREAS,  Article 20 of the aforesaid  amended and restated  Plan,
reserves to Ashland Inc. the right to further amend the Plan; and
         WHEREAS, Ashland Inc. desires to make further amendments to the Plan;
         NOW, THEREFORE, Ashland Inc. does hereby further amend the Ashland
Inc.  Employee Savings Plan,  effective April 1, 2003, except to the extent
otherwise noted, in accordance with the following terms and conditions:

1.       Effective  April 1, 2003,  paragraph a new Section 8.7 is added to
         the Plan as follows:

         8.7  Elimination  of Arch Coal  Investment  Fund.  Notwithstanding
anything in the Plan to the contrary,  effective  September  30, 2003,  the
Arch Coal  Investment  Fund is  eliminated.  The Trustee and the Sponsoring
Company may take such actions as they agree are convenient to implement the
elimination  of this  Fund.  Any  amounts  remaining  in the  said  Fund on
September 30, 2003, shall be transferred to an investment option designated
by the Trustee and the Sponsoring  Company.  Members and  Beneficiaries may
transfer  amounts they have  invested in the Arch Coal  Investment  Fund to
other  available  investment  options  under the Plan before  September 30,
2003.


         IN  WITNESS  WHEREOF,  the  Sponsoring  Company  has  caused  this
Amendment  No.  2 to  the  Plan  to  be  executed  this   1st day  of
April, 2003.


ATTEST:                                ASHLAND INC.



  /s/ Richard Thomas                    By:    /s/ Susan B. Esler
------------------------------                 --------------------------------
          Secretary                     Title: Vice President,
                                               Human Resources