8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  September 25, 2007

ASHLAND INC.

(Exact name of registrant as specified in its charter)

Kentucky

(State or other jurisdiction of incorporation)

1-32532	20-0865835
(Commission File Number)	(I.R.S. Employer Identification No.)

50 E. RiverCenter Boulevard, Covington, Kentucky  41011

(Address of principal executive offices)   (Zip Code)

P.O. Box 391, Covington, Kentucky  41012-0391

(Mailing Address)   (Zip Code)

Registrant’s telephone number, including area code (859) 815-3333

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1

Item 7.01.  Regulation FD

Today, Ashland Inc. (“Ashland”) provided an update to the outlook for its fiscal fourth quarter which ends September 30, 2007.  A copy of the press release is attached hereto as Exhibit 99.1.

Also today, Ashland’s Chairman and Chief Executive Officer, James J. O’Brien, will be speaking at the Credit Suisse 16^th Annual Chemical Conference.  A copy of the supporting materials for this presentation is attached hereto as Exhibit 99.2, is summary information and is to be considered in the context of Ashland’s SEC filings and other public announcements.

Ashland is furnishing this information pursuant to the Securities Exchange Commission’s (“SEC”) Regulation FD.  By filing this report on Form 8-K, Ashland makes no admission as to the materiality of any information in this report.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated September 25, 2007.

99.2 Presentation slides dated September 25, 2007.

2

 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ASHLAND INC.

(Registrant)

September 25, 2007	/s/ J. Marvin Quin
	J. Marvin Quin
	Senior Vice President
	and Chief Financial Officer

3

 EXHIBIT INDEX

99.1 Press Release dated September 25, 2007.

99.2 Presentation slides dated September 25, 2007.

4

EX-99.1

News Release 

FOR FURTHER INFORMATION:
	Media Relations:	Investor Relations:
	Jim Vitak	Eric Boni
	(614) 790-3715	(859) 815-4454
	jevitak@ashland.com	enboni@ashland.com
FOR IMMEDIATE RELEASE
September 25, 2007

Ashland Inc. updates outlook for fiscal fourth quarter

COVINGTON, Ky. – Ashland Inc. (NYSE:ASH) today provided an update to the outlook for its fiscal fourth quarter, which ends Sept. 30, 2007, noting that several key items are expected to affect the company’s results:

·   An equipment write-down, estimated to reduce operating income by approximately $11 million, on the PathGuard^® pathogen control system as a result of Ashland Water Technologies’ withdrawal from the poultry market;

·   An anticipated nonrecurring expense of approximately $11 million related to postretirement medical plans in Canada;

·   Income of $8 million resulting from favorable claims experience related to Ashland's self-insurance program; and

·   An increase in operating income of $8 million relating to Ashland’s SAP¹ implementation in certain non-U.S. jurisdictions and the resultant elimination of a one-month financial reporting lag.  

Commenting on anticipated results from the company’s four divisions, Ashland Chairman and Chief Executive Officer James J. O’Brien said, “As our fiscal year winds down, we want to update our previous estimates of operating income. While we expect Performance Materials’ overall volume to be slightly down to flat, we now believe its operating income will be in the range of $14 million to $16 million, as compared with $22 million in last year's fourth quarter, excluding the key items previously noted for the current quarter and those disclosed for the fourth quarter of fiscal 2006.

“We now expect Ashland Distribution’s operating income to be more in the range of $4 million to $6 million, as compared with $33 million in the year-ago fourth quarter, again

          - more -     

 

Ashland Inc. updates outlook for fiscal fourth quarter, pg. 2 

excluding key items in both periods. The primary driver of Distribution’s decline in fourth-quarter operating income is severe margin compression, particularly within our commodity chemicals product line. We expect total volumes to be relatively stable as compared with the prior-year period. Distribution has announced a two-cent-per-pound price increase on its hydrocarbons for Oct. 1, which should result in some margin improvement during the first quarter of fiscal 2008.”

 O’Brien continued, “While the results of Performance Materials and Distribution are disappointing, they are not surprising, given the state of Ashland’s key North American markets. On the positive side, we have not noticed weakness in the results of our business in Europe.

 “Also on a brighter note, we expect Valvoline to deliver a record year in 2007, with fourth-quarter operating income, excluding key items, of roughly $17 million to $19 million versus a loss of $9 million a year ago, also excluding key items.

 “The improvement in Water Technologies is continuing in our industrial, marine and environmental and process solutions (E&PS) markets, giving us optimism for the future. We now expect Water Technologies' fourth-quarter 2007 operating income to be approximately $10 million to $12 million, as compared with $12 million in the 2006 fourth quarter, excluding key items in both periods. This will represent a record year for our Water business, even if we were to exclude the income benefit of the E&PS business acquired last year.”

 O’Brien said the company’s unallocated and other expenses should be approximately $2 million to $4 million in the 2007 fiscal fourth quarter, excluding the impact of the key items previously mentioned. “Over the past year or so, we have made considerable progress in eliminating corporate costs following the APAC sale,” he noted.

 Providing an update on the company’s effective tax rate for the 2007 fiscal fourth quarter and year, O’Brien said, “We previously anticipated an effective tax rate of 23 percent for the full fiscal year. Subsequent unfavorable developments now lead us to believe the rate should more likely be in the range of 24 percent to 26 percent. Adjusting the year-to-date tax provision to that range in the fourth quarter would imply a fourth-quarter effective tax rate of approximately 25 percent to 40 percent.

 “While the change in our estimated tax rate for the year should be modest, the total adjustment for the year will be booked in the September quarter. In addition, since we expect weak earnings in September, changes in taxes could be large relative to quarterly earnings.”

 Commenting on the company’s opportunities, O’Brien said, “We continue to see particular opportunities to improve the performance of Distribution, Performance Materials and Water Technologies. To the extent that hydrocarbon prices weaken or North American manufacturing, transportation and housing markets improve, we would expect to see improvement in the Distribution and Performance Materials businesses.

  - more -     

Ashland Inc. updates outlook for fourth fiscal quarter, pg. 3

“As to Water Technologies, our business model redesign is well under way. While the positive impact of these business model changes on Water Technologies’ financial performance is expected to be gradual, we believe that the new model will enable us to react more quickly to customers' needs and offer a broader range of solutions to address them.”

O’Brien also said that Ashland has committed considerable priority and resources to worldwide growth, noting, “We recently appropriated more than $80 million dollars for new capital projects in China and $40 million dollars for Europe, to be spent over the next several years.”

O’Brien will be speaking at the Credit Suisse 16th Annual Chemical Conference in New York City at 9:20 a.m. today. An audio webcast will be presented live and can be accessed, along with supporting materials, through the Ashland Inc. website at www.ashland.com. An audio replay of O’Brien’s complete remarks will also be available through the Ashland Inc. website within 24 hours of the live presentation and will be archived on Ashland’s website for 90 days. Supporting materials will be available for 12 months. Copies of the presentation can also be requested by sending an e-mail to investor_relations@ashland.com, or by calling 859-815-4454.

Ashland plans to release preliminary fiscal fourth-quarter results at 8 a.m., EDT, on Oct. 29.

Ashland Inc. (NYSE: ASH), a diversified, global chemical company, provides quality products, services and solutions to customers in more than 100 countries. A FORTUNE 500² company, it operates through four wholly owned divisions: Ashland Performance Materials, Ashland Distribution, Valvoline and Ashland Water Technologies. To learn more about Ashland, visit www.ashland.com.

– 0 –

^® Registered trademark, Ashland

¹ SAP is a registered trademark of SAP AG in Germany and several other countries.

² FORTUNE 500 is a registered trademark of Time Inc.

Forward-Looking Statements

This news release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, with respect to Ashland’s operating performance. These estimates are based upon a number of assumptions, including those mentioned within this news release. Such estimates are also based upon internal forecasts and analyses of current and future market conditions and trends, management plans and strategies, weather, operating efficiencies and economic conditions, such as prices, supply and demand, cost of raw materials, and legal proceedings and claims (including environmental and asbestos matters). Although Ashland believes its expectations are based on reasonable assumptions, it cannot assure the expectations reflected herein will be achieved. This forward-looking information may prove to be inaccurate and actual results may differ significantly from those anticipated if one or more of the underlying assumptions or expectations proves to be inaccurate or is unrealized or if other unexpected conditions or events occur. Other factors and risks affecting Ashland are contained in Ashland’s Form 10-K for the fiscal year ended Sept. 30, 2006. Ashland undertakes no obligation to subsequently update or revise the forward-looking statements made in this news release to reflect events or circumstances after the date of this release.

EX-99.2

Credit Suisse 16th Annual Chemical Conference

September 25, 2007

James J. O'Brien

Chairman and Chief Executive Officer

Eric N. Boni

Director of Investor Relations

Forward-Looking Statements

This presentation contains forward-looking statements, within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, with respect to
Ashland’s operating performance. These estimates are based upon a number of assumptions,
including those mentioned within this presentation. Such estimates are also based upon internal
forecasts and analyses of current and future market conditions and trends, management plans and
strategies, weather, operating efficiencies and economic conditions, such as prices, supply and
demand, cost of raw materials, and legal proceedings and claims (including environmental and
asbestos matters).

Although Ashland believes its expectations are based on reasonable assumptions, it cannot assure
the expectations reflected herein will be achieved. This forward-looking information may prove to be
inaccurate and actual results may differ significantly from those anticipated if one or more of the
underlying assumptions or expectations proves to be inaccurate or is unrealized or if other
unexpected conditions or events occur.

Other factors and risks affecting Ashland are contained in Ashland’s Form 10-K for the fiscal year
ended Sept. 30, 2006. Ashland undertakes no obligation to subsequently update or revise the
forward-looking statements made in this presentation to reflect events or circumstances after the date
of this presentation.

2

Ashland
Distribution

1920s

2005

2006

Today

Regional Oil Refiner and Marketer

Ashland
Water Technologies

Ashland
Performance Materials

MAP

1998

Dual Core Company

· Road Construction/Materials
          

· Diversified Chemicals

Global Diversified

Chemical Company

The Transformation of Ashland

3

Ashland 
Distribution
          

Ashland 

Performance 

Materials
          

Ashland 

Water 

Technologies
          

Valvoline

*   For the nine months ended June 30, 2007.
**  After-tax operating income adjusted for voluntary-severance-offer charge.  Ratio excludes cash and available-for-sale securities.

Ashland Today

·Y-T-D Fiscal 2007 Financial Results*

−Sales & Operating Revenue = $5.7 billion

−Operating Income = $190 million

−Return on Investment** = 10.1%

4

Ashland
Distribution
 52%

Performance
Materials
18%

Valvoline
20%

Sales & Operating Revenue

Water
Technologies

Operating Income

Ashland
Distribution
 22%

Performance
Materials
38%

Valvoline
32%

Water
Technologies

   10%

   8%

* For the nine months ended June 30, 2007. Operating income excludes Unallocated and Other expenses of $23 million.

Fiscal 2007 Y-T-D*
Revenue and Operating Income

5

Europe

20%

North
America
73%

27% of total revenue generated outside North America

*   For the nine months ended June 30, 2007. 

Asia/Pacific
3%

Other
4%

Fiscal 2007 Y-T-D*
Revenue by Geography

6

Manufactures and sells polyester resins, vinyl ester resins
and gelcoats, metal-casting chemicals, and adhesives,
primarily to the transportation and construction industries

Ashland Water
Technologies 

Valvoline

Ashland
Distribution 

 Ashland
Performance
Materials 

Distributes chemicals, plastics, fiber reinforcements and resins
and environmental services in North America and plastics in
Europe to industrial markets

Supplies specialty chemicals and technical services related
to treatment of industrial, institutional and municipal water and
wastewater streams; provides value-added products and services to
the ocean-going global marine market

Markets premium-branded automotive and commercial
lubricants, chemicals, appearance products and automotive
services to retailers and consumers

Ashland Today

7

Y-T-D Fiscal 2007*

  Sales & Operating Revenue = $1.1 billion

  Operating Income = $81 million

Strategy

·Premium business focus

·Organic growth

·Growth through expanding new technology into
  existing markets

·Growth through increasing global reach
  of existing technology

Business Description

·Composite Polymers - Global manufacturer
   of unsaturated polyester resins, vinyl ester resins 
   and gelcoats for use in composites

·Casting Solutions - The world’s leading provider of
   foundry binder resins, chemicals, sleeves, filters 
   and design solutions

·Specialty Polymers and Adhesives - A producer of
   high-performance, pressure-sensitive and structural
   adhesives and specialty resins 

Y-T-D Fiscal 2007* Revenue by Region

Fiscal 2006 Revenue by Market (percent)

Residential Housing

Transportation

Industrial Construction

Marine

Packaging & Converting

Infrastructure

Other

North
America
55%

Europe
32%

Other
7%

* For the nine months ended June 30, 2007.

Asia / Pacific
6%

Performance Materials

8

Major Markets

Products / Technology

·Transportation:  auto / truck body-
   panel bonding

·Building & Construction:
   engineered wood

·Packaging & Converting

·Acrylic pressure-sensitive adhesives

·Structural urethane adhesives

·Phenolic resins

Specialty
Polymers &
Adhesives 

·Transportation: auto / truck body panels,
   farm equipment, mass transit, seating &
   structural parts

·Building & Construction: tub, shower, solid
   surfaces, corrosion- / fire- retardant
   materials & windmill blades

·Recreational Marine

·Unsaturated polyester resins

·Vinyl ester resins

·Gelcoats

·Low-profile additives

Composite
Polymers 

·Transportation:  engine blocks &
   brake rotors

·Construction: pipes, valves & fittings

·Machine Tools

·Heavy Equipment

·Cold box / no-bake binder systems

·Refractory coatings

·Sleeves / filters

·Additives

·Tooling & casting design software

Casting
Solutions 

Performance Materials
Market Overview

9

2007

Sales & Operating Revenue

Operating Income

2006

Change

(in millions, except percentages)

·North American softness continued
    to affect volume and margins

–Primarily residential housing, transportation and marine

·International growth helping
    to offset North American weakness

Pounds/Day

Gross Profit as a % of Sales

Nine Months Ended June 30,

Fiscal 2007 Y-T-DPerformance Materials

 

4.9	5.0	(2.0)%
$ 1,142	$ 1,068	6.9%
$ 81	$ 94	(13.8)%
21.2%	23.2%

10

Distribution

Business Description

·Leading North American distributor of
   packaged and bulk chemicals, plastics 
   and composite materials; provider of
   com-prehensive waste-management
   solutions

·Major plastics distributor in Europe

·Approximately 85 percent to 90 percent
   of revenue generated in North America

Environmental

Services/
Other - 2%

Composites

Plastics
43%

Chemicals
44%

11%

Y-T-D 2007* Revenue
by Product Line

Y-T-D Fiscal 2007*

  Sales & Operating Revenue = $3.0 billion

  Operating Income= $46 million

Strategy

·Responsible growth in targeted markets,
   products and geographies

·Customer focus (The Perfect Order)

·Operational excellence through systems and
   process improvements

Fiscal 2006 Revenue by Market (percent)

Paint & Coatings

Building &  Construction

Chemical Mfg

Medical

Personal Care

Transportation

Retail Consumer

Marine

Other

* For the nine months ended June 30, 2007.

11

Products / Services

·More than 7,000 industrial, specialty
   and personal-care chemicals, including solvents,
   plasticizers, surfactants and polymer additives

·Technical services, including analysis
   and formulation assistance

Chemicals

·Injection Molding

·Automotive Molding

·Blow Molding

·Commodity, engineering and general
   purpose grades of thermoplastic resins

·Additives for plastics processing

Plastics

·Extrusion

·Rotational Molding

·Transportation

·Construction

·Marine

·Corrosion

·Polyester & vinyl ester resins

·Reinforcements

·Epoxy resins

·Gelcoats, catalysts, fillers & cores

·Adhesives & solvents

Composites

·Transportation

·Metalworking

·Chemical Manufacturing

·Electronics

·Personal Care / Pharmaceuticals

·Chemical waste management

·RCRA and DOT training

·Recycling, reduction, reclamation and
   treatment

·Total waste management services

Environ-
mental
Services 

·Paint & Coatings

·Chemical Manufacturing

·Polymer Additives

·Personal Care

·Adhesives

Major Markets / Applications

Distribution
Market Overview

12

2007

Sales & Operating Revenue

Operating Income

2006

Change

19.6	20.5	(4.4)%
$ 2,982	$ 3,046	(2.1)%
$ 46	$ 95	(51.6)%
8.2 %	9.7 %

Pounds/Day

(in millions, except percentages)

·Softness in North American manufacturing
    and housing

Gross Profit as a % of Sales

Nine Months Ended June 30,

Fiscal 2007 Y-T-D
Distribution

13

Distribution
Operating Income Performance Factors

$ Millions

(8.1)

YTD* F2006

Terminated
Supply
Contract
Impact

Volume

YTD* F2007

(34.9)

Margin

(5.8)

94.6

*  For the nine months ended June 30, 2006 and 2007. 

14

Y-T-D Fiscal 2007*

  Sales & Operating Revenue = $1.1 billion

  Operating Income = $68 million

Strategy

·Premium business focus

·Optimize business models

·Growth through new technology development

·Increase global reach

Business Description

·Do-It-For-Me - Branded and non-branded
    lubricant and car care products
    for the automotive service industry

·Valvoline Instant Oil Change® - Company-owned and
    franchised oil-change and related-service stores

·Do-It-Yourself - Branded lubricants and appearance
    products for the retail market

·International - Valvoline products sold outside
    North America

Do-It-Yourself

Do-It-For-Me

Valvoline
Instant Oil
Change

International

36%

29%

10%

23%

Chemicals

Appearance

Filters - 3%

Antifreeze

Lubricants
83%

5%

4%

5%

Y-T-D Fiscal 2007* Revenue by Channel

Y-T-D Fiscal 2007* Revenue by Product Line

Specialty/
Other - 2%

* For the nine months ended June 30, 2007.

Valvoline

15

Valvoline
Product & Service Overview

·Valvoline Instant Oil
   Change® (VIOC)

·Valvoline Express Care®

·Eagle One®

·Car Brite®

·MaxLife®

·Zerex ®

·SynPower®

·Pyroil®

·Valvoline®

·MaxLife®

·Fuel additives

·Power steering fluid

·Antifreeze

·Brake fluid

·Parts cleaners

·Oil additives

Brands

Products / Services

Lubricants

Automotive
Chemicals

Appearance

Quick Lube

·Motor oil - gasoline & diesel engine

·Automatic transmission fluid

·Gear oil

·Greases

·Oil change

·Transmission flush

·Cooling system flush

·Fuel system cleaners

·Filter replacement

·Wheel cleaners

·Tire dressing / shine

·Waxes & polishes 

·Car wash

16

2007

Sales & Operating Revenue

Operating Income (Loss)

2006

Change

123.8	127.8	(3.1)%
$ 1,141	$ 1,030	10.8 %
$ 68	$  (6)	N.D.
24.8 %	21.4 %

Lubricant Gallons

(in millions, except percentages)

·Gross margin improvement:  $66 million

·Significant improvement from Valvoline Instant Oil
    Change® business

Gross Profit as a % of Sales

Nine Months Ended June 30,

Fiscal Y-T-D 2007
Valvoline

17

Y-T-D Fiscal 2007*

  Sales & Operating Revenue = $569 million

  Operating Income = $18 million

Strategy

·Expand geographic reach
  to emerging markets

·Focus on service and technology
  excellence

Business Description

·A major supplier of specialty products and services
   for industrial and institutional
   water treatment

·A leading provider of flocculants used in solids and
   water separation

·A leading worldwide provider of shipboard services
   and supplies for the merchant marine
   and cruise ship industry

Industrial
40%

Marine
16%

E&PS
44%

Y-T-D Fiscal 2007*
Revenue
by Segment

Y-T-D Fiscal 2007*
Revenue by
Geography

Europe
44%

North
America
36%

Asia / Pacific
13%

* For the nine months ended June 30, 2007.

Other
7%

Water Technologies

18

Major Markets

Products / Services

·Cruise Ships

·Merchant Marine

·Water & fuel management solutions

·Cleaning, maintenance & repair 
   solutions

·Fire-fighting, safety & rescue products 
   & services

Marine

·Chemical Processing

·Energy

·Food & Beverage

·Commercial & Institutional

·Complete cooling, boiler & wastewater
   management solutions

·Performance-based feed & control
   automation

·Remote system surveillance

Industrial

·Municipal

·Pulp & Paper Processing

·Mining

·Polyacrylamide flocculants

·Retention & drainage aids

·Dispersants & antiscalants

·Defoamers & antifoaming agents

·Process water treatments

Environ-
mental
& Process
Solutions 

Water Technologies
Market Overview

19

Water Technologies
Business Model Redesign

·Disciplined and thorough redesign process

·Unified business approach

−Leverage our expertise across markets

−Create scale and common processes

−Likely exit from certain markets and geographies

20

2007

Sales & Operating Revenue

Operating Income

2006

Change

$ 569	$ 310	83.5%
$ 18	$ 9	100%
39.1%	47.0 %

(in millions, except percentages)

·Revenue and earnings improved
    in traditional water businesses

·Revenue increase and gross profit percent reflect addition of
    Environmental and Process Solutions business

–Y-T-D 2006 operating income included $7.6 million currency
    hedge gain on acquisition

Gross Profit as a % of Sales

Nine Months Ended June 30,

Fiscal Y-T-D 2007
Water Technologies

21

Fiscal Fourth Quarter 2007
Key Items Outlook

·Anticipated key items

·Tax rate update

·Update to July earnings conference call

22

	Three months ending September 30, 2007
Write-down of PathGuard assets		$	(11)
Canadian postretirement medical    expense			(11)
Favorable claims experience			8)
13-month foreign reporting impact			8)
Operating income impact		$	(6)

(in millions)

*  Current estimates based upon expectations as of the date of this presentation. 

Anticipated Key Items*

23

Segment

Performance Materials    $ 14   - $ 16

Distribution    $   4)    - $   6

Valvoline    $ 17) -  $ 19

Water Technologies    $ 10) -  $ 12

Unallocated & Other    $ (2)  -  $ (4)

*  Excluding key items on Slide 23.  Current estimates based upon expectations as of the date of this presentation. 

Estimated Operating Income 
(in millions)

Fiscal Fourth Quarter 2007
Operating Income Outlook*

24

Primary goal:  All businesses performing at their highest potential

Ashland Opportunities

·Global expansion

·Create a unified, cross-business operating environment

−GlobalOne - Enabling systems technology for growth

−Supply chain integration

·Improve performance of Performance Materials, Distribution
   and Water Technologies

·Make acquisitions that fit strategically
   in spaces where we can win

−Patience

−Reasonable multiples

25

Questions?