EXHIBIT 10.7

                             AMENDMENT NO. 1 TO
              ASHLAND INC. SUPPLEMENTAL EARLY RETIREMENT PLAN
                           FOR CERTAIN EMPLOYEES
                   JULY 1, 2003 AND AS AMENDED THEREAFTER


         WHEREAS, effective for compensation deferred to calendar year 2005
and thereafter,  there are new rules governing the tax consequences of such
deferrals;
         WHEREAS, the Company desires to comply with such new rules;
         NOW,  THEREFORE,  effective  December 31, 2004, the Plan is frozen
and  no  additional  benefits  will  accrue  hereunder.   Benefits  accrued
hereunder  through  December  31, 2004 shall  remain  subject to all of the
rules, terms and conditions in effect for the Plan as of December 31, 2004.
         IN WITNESS  WHEREOF,  this  Amendment to the Plan is executed this
20th day of December, 2004.


ATTEST:                                   ASHLAND INC.

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