EXHIBIT 10.4

                             AMENDMENT NO. 1 TO
          ASHLAND INC. DEFERRED COMPENSATION PLAN FOR EMPLOYEES (2005)
                     (EFFECTIVE AS OF JANUARY 1, 2005)

         WHEREAS, the Ashland Inc. Deferred Compensation Plan for Employees
(2005)  (hereinafter  the "Plan") was approved by the Board of Directors of
Ashland Inc.  ("Ashland")  on November 4, 2004 to be  effective  January 1,
2005 and was subsequently amended and restated effective back to January 1,
2005;

         WHEREAS,  the Plan as approved and effective reserved the right to
amend it;

         WHEREAS,  such  right  to  amend  included  the  ability  to  make
subsequent  changes  to comply  with  guidance  from the US  Department  of
Treasury on Internal Revenue Code ss.409A

         WHEREAS,  it is desired to  exercise  that right to amend the Plan
effective as of January 1, 2005 as follows:

         1.  Section 8 of the Plan is  amended  effective  as of January 1,
2005 by adding the following:

         (e)  Transition  Relief.  The  Company and the  Committee,  acting
either  singly  or in  concert,  have the  discretion  to grant one or more
Participants the right to cancel any outstanding deferral election prior to
December 31, 2005,  pursuant to and in accordance with Q/A-20 of IRS Notice
2005-1,  2005-2 I.R.B.  274, the terms of which are incorporated  herein by
reference.


         IN WITNESS  WHEREOF,  this  Amendment to the Plan is executed this
28th day of October, 2005.


ATTEST:                                  ASHLAND INC.




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