EXHIBIT 4.12


                              AMENDMENT NO. 5
                                   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 for  contributions  allocated to the
Plan  on  or  after   August  1,  2005  (or  as  soon   thereafter   as  is
administratively  feasible),  in accordance  with the  following  terms and
conditions:

1. Effective for contributions  allocated to the Plan on or after August 1,
2005, or as soon  thereafter  as is  administratively  feasible,  the first
sentence of Section 7.1(b) of the Plan is amended to read as follows:

Effective with respect to an eligible Member's Basic  Contributions made to
the Plan from  Compensation  processed after June 30, 2003 and allocated to
the  Plan  before  August  1,  2005,  the  Participating   Companies  shall
contribute  to the Trust,  in cash or in kind, on behalf of each Member for
whom there are Member  Basic  Contributions,  the amount  derived  from the
following table,  provided that such amount is allocated to the Plan before
August 1, 2005:

2. Effective for contributions  allocated to the Plan on or after August 1,
2005, or as soon thereafter as is administratively  feasible, a new Section
7.1(c) is added to the Plan as follows:

         (c) After July 31,  2005.  Effective  with  respect to an eligible
         Member's Basic Contributions  allocated to the Plan after July 31,
         2005, or as soon thereafter as is administratively  feasible,  the
         Participating  Companies shall contribute to the Trust, in cash or
         in kind,  on behalf of each Member for whom there are Member Basic
         Contributions, the amount derived from the following table:



--------------------------------------------------------------- -------------------------------------------------------------
                           Column 1                                                       Column 2
    Successive Levels of Member Basic Contributions, as a       Participating Company Contributions as a Percentage of each
            Percentage of Compensation, to which Levels of                 Level of Member Basic Contributions in Column 1
              Participating Company Contributions Relate
--------------------------------------------------------------- -------------------------------------------------------------
                                                             
            1. at least 1% and not greater than 5%                    1. 110%, to a maximum of 5.5% of Compensation
--------------------------------------------------------------- -------------------------------------------------------------


         Any forfeitures  under the Plan shall be used to reduce the amount
         of the Participating Companies' contributions that would otherwise
         be contributed  under this Section 7.1. The  determination  of the
         amount of the aggregate  Participating Company contributions,  and
         the payment thereof,  for each payment of Compensation for which a
         contribution  is to be made  shall be made as soon as  practicable
         after the payment of such Compensation,  as arranged, from time to
         time, between the Sponsoring  Company and the Trustee.  Subject to
         the  limitations  of Section 7.2 and Section 7.3 of the Plan,  the
         Participating  Company  contributions  made  with  regard  to each
         Member's Basic  Contributions shall be allocated to the Account of
         each such Member for the period for which such allocation is being
         made and shall be  invested  pursuant to the  Member's  investment
         election for  contributions  of the Member under Articles 5 and 6.
         Each Participating  Company's share of the aggregate Participating
         Company  contributions  for any period for which an  allocation is
         made  shall  equal  the sum of the  allocations  pursuant  to this
         Section 7.1 of such aggregate  Participating Company contributions
         to the  Accounts  of the Members  employed  by such  Participating
         Company during such period.


         IN  WITNESS  WHEREOF,  the  Sponsoring  Company  has  caused  this
Amendment  No.  5 to  the  Plan  to  be  executed  this  2nd day  of
May, 2005.


ATTEST:                                ASHLAND INC.



  /s/ David L. Hausrath                 By:    /s/ Susan B. Esler
------------------------------                 --------------------------------
          Secretary                     Title: Vice President,
                                               Human Resources