EXHIBIT 4.8


                              AMENDMENT NO. 1
                                ASHLAND INC.
                  LEVERAGED EMPLOYEE STOCK OWNERSHIP PLAN

         WHEREAS,  Ashland Inc.  (formerly known as Ashland Oil, Inc. prior
to January 28, 1995) first established the Ashland Inc.  Leveraged Employee
Stock  Ownership  Plan (the  "Plan"),  effective  October 1, 1985,  for the
benefit of the employees of the Sponsoring Company and of the Participating
Companies eligible to participate therein; and
         WHEREAS,   the  Plan  was  last  amended  and  restated  generally
effective October 1, 1997 and said restatement reserved to Ashland Inc. the
power and authority to further amend the Plan;
         NOW,  THEREFORE,  Ashland Inc. does hereby  further amend the Plan
effective as of the dates  hereinafter  identified in  accordance  with the
following terms and conditions:

         1.  Effective  January  1,  2005,  the  following  is added to the
definition  of  "Beneficiary"  at the end of Section  2.1(c) of the Plan as
follows:

Effective  January 1, 2005 and for  relevant  events that occur on or after
that date,  "spouse"  shall mean an  individual to whom a Member is legally
married  under  the law of the state in which the  marriage  occurred.  The
Sponsoring  Company  reserves the right to  investigate a claim of marriage
and may institute  procedures under which an individual may demonstrate the
marital status of a Member.

         2. Effective for  distributions of Plan benefits on or after March
28, 2005,  "$1,000" shall be substituted  for "$5,000" in Sections  6.3(b),
6.4(b) and 6.6(b)(3) of the Plan.


         IN  WITNESS  WHEREOF,  the  Sponsoring  Company  has  caused  this
Amendment No. 1 to the Plan to be executed this 21st day of March, 2005.


ATTEST:                                    ASHLAND INC.



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