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 10, 2008

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:

[X]  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))

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Item 8.01.  Other Events

Ashland Inc.’s Senior Vice President and Chief Financial Officer, Lamar M. Chambers, is scheduled to speak this morning in a series of small group presentations at the 2008 KeyBanc Capital Markets Basic Materials and Packaging Conference in Boston.  A copy of the supporting materials for this presentation is attached hereto as Exhibit 99.1, and incorporated herein by reference.  The supporting materials provide summary information and are to be considered in the context of Ashland’s filings with the Securities and Exchange Commission and other public announcements.

Ashland is furnishing this information under Item 8.01 to disclose nonpublic information pursuant to the SEC's 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  Presentation slides dated September 10, 2008.

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 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 10, 2008	/s/ Lamar M. Chambers
	Lamar M. Chambers
	Senior Vice President, Chief
	Financial Officer and Controller

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EXHIBIT INDEX

99.1    Presentation slides dated September 10, 2008.

4

EX-99.1

2008 KeyBanc Capital Markets
Basic Materials and Packaging
Conference

Lamar M. Chambers

Senior Vice President and Chief Financial Officer

September 10, 2008

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. These statements include those made with respect to
Ashland’s operating performance and Ashland’s acquisition of Hercules Inc. These expectations are based upon a
number of assumptions, including those mentioned within this presentation. Performance 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). These risks and
uncertainties may cause actual operating results to differ materially from those stated, projected or implied. Such risks
and uncertainties with respect to Ashland’s acquisition of Hercules include the possibility that the benefits anticipated
from the Hercules transaction will not be fully realized; the possibility the transaction may not close, including as a
result of failure to obtain the approval of Hercules stockholders; the possibility that financing may not be available on
the terms committed; and other risks that are described in filings made by Ashland with the Securities and Exchange
Commission (SEC) in connection with the proposed transaction. 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, uncertainties and risks affecting Ashland are contained in Ashland's
periodic filings made with the SEC, including its Form 10-K for the fiscal year ended Sept. 30, 2007, and Forms 10-Q for
the quarters ended Dec. 31, 2007, and March 31 and June 30, 2008, which are available on Ashland’s Investor Relations
website at www.ashland.com/investors or the SEC’s website at www.sec.gov. 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.

ADDITIONAL INFORMATION

In connection with the proposed transaction, Ashland filed a registration statement with the SEC on Form S-4 (File No.
333-152911) containing a preliminary proxy statement/prospectus and Ashland and Hercules expect to mail a definitive
proxy statement/prospectus to Hercules' shareholders containing information about the merger. Investors and security
holders are urged to read the registration statement on Form S-4 and the proxy statement/prospectus because they
contain important information about the proposed transaction.Investors and security holders may obtain free copies
of these documents and other documents filed with the SEC by contacting Ashland Investor Relations at (859) 815-
4454 or Hercules Investor Relations at (302) 594-7151, or free copies may also be obtained from Ashland's Investor
Relations website at www.ashland.com/investors or Hercules' website at www.herc.com or the SEC's website at
www.sec.gov.

Business Overview

•Founded in 1924; sales in 100 countries

•Number of employees: ~11,700

•A leading manufacturer of composite
polymers, adhesives, metal casting
consumables, and process and utility water
treatments

•A leading North American distributor of
chemicals, plastics and composite materials

•Marketer of premium-branded lubricants,
automotive chemicals and quick-lube services

Business Description

Ashland
Distribution
51%

Ashland
Distribution
51%

Performance
Materials
19%

Performance
Materials
19%

Valvoline
20%

Sales & Operating Revenue*: $8.3 billion

Adjusted EBITDA*: $366 million

Adjusted EBITDA* Margin: 4.4%

Ashland
Distribution
19%

Ashland
Distribution
19%

Performance
Materials
29%

Performance
Materials
29%

Valvoline
37%

10%

10%

15%

15%

* For the 12 months ended June 30, 2008.Sales & Operating Revenue includes intersegment sales. Adjusted
EBITDA in the pie chart graph excludes Unallocated and Other. See Appendix for Adjusted EBITDA reconciliation.

3%

3%

North
America
69%

North
America
69%

Europe
22%

Europe
22%

6%

6%

Ashland Overview

Pkg. &

Converting - -
9%

North
America

North
America

47%

47%

Europe

36%

Latin
America/
Other - -

9%

Trans-
portation

Trans-
portation

24%

24%

Ind.
Constr.

28%

Revenue
by Geography

Revenue
by Market

For the 12 Months Ended June 30, 2008

Revenue: $1.6 billion

Adjusted EBITDA*: $95 million

Adjusted EBITDA* Margin: 5.8%

Res.
Constr.

14%

Infra-
structure

15%

Marine - - 10%

Asia/
Pacific - - 8%

* See Appendix for Adjusted EBITDA reconciliation.

Ashland Performance MaterialsA global leader in specialty chemicals

Chemicals

Chemicals

45%

45%

Plastics

42%

Environmental
Service/Other - -
2%

Construction

Construction

24%

24%

Other

15%

Revenue
by Product
Line

Revenue
by Market

Trans-
portation

15%

Paint & Coatings - 10%

Medical - - 6%

Marine - - 4%

Com-
posites

11%

Chemical Mfg.
- 11%

Retail
Consumer - - 8%

Personal
Care - - 7%

For the 12 Months Ended June 30, 2008

Revenue: $4.3 billion

Adjusted EBITDA*: $61 million

Adjusted EBITDA* Margin: 1.4%

* See Appendix for Adjusted EBITDA reconciliation.

Ashland Distribution
A leading North American chemical and plastics distributor

Lubricants

84%

Filters - - 3%

Valvoline
Int'l - - 22%

Valvoline
Int'l - - 22%

Do-It-
Yourself

35%

Revenue
by Product Line

Revenue
by Market Channel

Do-It-
For-Me
36%

DIFM:
Installer channel
26%

Specialty/
Other - - 7%

DIFM:
Valvoline Instant
Oil Change - 10%

Chemicals - - 4%

Appearance
products - - 3%

Antifreeze - - 6%

For the 12 Months Ended June 30, 2008

Revenue: $1.6 billion

Adjusted EBITDA*: $120 million

Adjusted EBITDA* Margin: 7.5%

* See Appendix for Adjusted EBITDA reconciliation.

Valvoline:A leading worldwide marketer
of premium-branded automotive lubricants and chemicals

North
America

27%

Latin America/
Other - 5%

Marine
16%

Marine
16%

Industrial

41%

Revenue
by Geography

Revenue
by Business Unit

E&PS
43%

Asia/
Pacific
17%

Europe
51%

For the 12 Months Ended June 30, 2008

Revenue: $0.9 billion

Adjusted EBITDA*: $47 million

Adjusted EBITDA* Margin: 5.1%

* See Appendix for Adjusted EBITDA reconciliation.

Ashland Water Technologies
A major global supplier to the water treatment industry

Hercules Acquisition
Update

•Creates a major, global specialty chemicals company

–~75 percent of estimated pro forma adjusted EBITDA* derived from specialty
chemicals

–More than $10 billion in pro forma revenue

–Boosts pro forma revenue from outside North America to approximately
$3.5 billion

•Significantly enhances focus and expands scale
in three specialty chemical businesses

–Specialty additives and ingredients, paper and water technologies,
and specialty resins

•Creates leadership position in attractive and growing
renewable/sustainable chemistries

–Derives approximately one-third of estimated pro forma EBITDA
from bio-based chemistries

* For the 12 months ended June 30, 2008. Sales & Operating Revenue includes intersegment sales.
EBITDA excludes Ashland Unallocated and Other and Hercules Corporate Items.

Drives stronger, more profitable
and less cyclical earnings

Hercules Acquisition
Strategic Benefits

•Founded in 1912 as a spinoff from DuPont

•Number of employees:~4,700

•Leading supplier of functional, process
and water treatment chemical programs
for the pulp and paper industry

•World leader in products that manage
the flow characteristics of water-based
products

Business Description

Paper
Technologies
& Ventures
53%

Paper
Technologies
& Ventures
53%

Aqualon

47%

Sales & Operating Revenue*: $2.3 billion

Adjusted EBITDA*: $394 million

Adjusted EBITDA* Margin: 17.5%

Aqualon
61%

EBITDA Margin
24%

Paper
Technologies
& Ventures
39%

* For the 12 months ended June 30, 2008, as previously reported by Hercules. Adjusted EBITDA in the
pie chart graph excludes Corporate Items. See Appendix for Adjusted EBITDA reconciliation.

Latin
America/
Other

6%

6%

Asia/Pacific

North
America
46%

North
America
46%

Europe
36%

Europe
36%

12%

12%

EBITDA
Margin
14%

Hercules Overview

North
America

North
America

55%

55%

Asia-
Pacific

Asia-
Pacific

8%

8%

Europe

31%

Latin America/
Other - 6%

Functional
Chemicals

Functional
Chemicals

55%

55%

Ventures

21%

Process
Chemicals

Process
Chemicals

24%

24%

Revenue
by Geography**

Revenue
by Product**

For the 12 Months Ended June 30, 2008
Revenue: $1.2 billion

Adjusted EBITDA*: $165 million

Adjusted EBITDA* Margin: 13.8%

* See Appendix for Adjusted EBITDA reconciliation. ** For the 12 months ended December 31, 2007.

Paper Technologies and Ventures
A global leader in paper chemicals

North
America

North
America

38%

38%

Asia-
Pacific

Asia-
Pacific

15%

15%

Europe

41%

Latin America/

Other - - 6%

Coatings &
Construction
48%

Coatings &
Construction
48%

Energy &
Spec. Solutions
27%

Regulated
Industries
25%

Regulated
Industries
25%

Revenue
by Geography**

Revenue
by Product**

For the 12 Months Ended June 30, 2008
Revenue: $1.1 billion

Adjusted EBITDA*: $254 million

Adjusted EBITDA* Margin: 23.9%

* See Appendix for Adjusted EBITDA reconciliation. ** For the 12 months ended December 31, 2007.

Aqualon Overview: A global leader
in managing rheology of water-based systems

Sales/Mktg.
Manufacturing
Purchasing
~25%

Sales/Mktg.
Manufacturing
Purchasing
~25%

G&A
~75%

G&A
~75%

•Integration team to target
$30 million to $70 million
additional synergies, including:

–Ashland Water
Technologies and Hercules
Paper Technologies &
Ventures commercial
efficiencies

–Additional supply chain and
back office savings

–Cross-selling of Ashland
Water products to paper
customers

Hercules Update
Synergies and Integration Costs

•$50 million initial estimate

–Basis for acquisition economics

–Run-rate savings by Year 3

–Estimated phasing (run rate)

•Year 1: 60 percent

•Year 2: 90 percent

•Year 3: 100 percent

•Estimated one-time integration costs
of $55 million to $60 million

Hercules AcquisitionUpdate

•Merger-control filings

-HSR early termination received

-EU merger-control filed, clearance expected early October

-All other foreign merger-control filings to be made
by mid-September

•SEC

-Form S-4 filed

-S-4 comments received

-Preparing responses; expect to resolve to meet closing schedule

•Financing

-Agent bank meeting

-Retail bank meeting scheduled next week

•Still expect closing in November

Fiscal Third-Quarter 2008
Earnings

(a) When adjusted for key items in 2007 as noted in Appendix to this presentation.

(b) Operating income, plus depreciation and amortization.

Fiscal Third-Quarter 2008
Highlights

•Operating income, excluding prior-year key items(a),
increased 19 percent over June 2007 quarter

•Difficult demand and raw materials cost environment

•Operating income, as reported, compared
with June 2007 quarter:

–Ashland Performance Materials down 44 percent

–Valvoline down 6 percent

–Ashland Water Technologies more than doubled

–Ashland Distribution up 70 percent

•EBITDA(b) increased by 3 percent to $121 million

•Continued reductions in operating-segment trade
working capital as a percent of sales

(a) Excludes changes resulting from operations acquired or sold.

(b) Operating income, plus depreciation and amortization.

Fiscal Third-Quarter 2008Operating Cash Flows

Operating-SegmentTrade Working Capital

Operating Segments - Accounts Receivable, Inventories Excluding LIFO Reserve,

and Trade and Other Payables, Net, as a % of Trailing Three Months' Sales, Annualized*

* Excludes acquisitions made in June 2008 quarter.

(in millions, except change)

* When adjusted for key items in 2007 as noted inAppendix to this presentation, operating income
percentage for the June 2007 quarter was 3.7 percent.

Fiscal Third-Quarter 2008
Financial Results

Fiscal Third-Quarter 2008
Diluted Earnings Per Share

Fiscal Third-Quarter 2008
Progress on Cost Structure Efficiency

Appendix

Fiscal Third QuarterKey Items Affecting Operating
Income Comparisons

Regulation G: Reconciliation of
Operating Income to Adjusted EBITDA

The information provided in this presentation
regarding adjusted earnings per share and earnings
before interest, taxes, depreciation, and amortization
(EBITDA) does not conform to generally accepted
accounting principles (GAAP) and should not be
construed as an alternative to the reported results
determined in accordance with GAAP. Management
has included this non-GAAP information to assist in
understanding the operating performance of the
Company and its operating segments. The non-GAAP
information provided may not be consistent with the
methodologies used by other companies. All non-
GAAP information is reconciled with reported GAAP
results in the financials that follow in this Appendix.

Ashland Inc.Regulation G: Reconciliation of
Operating Income to Adjusted EBITDA

Hercules Inc.Regulation G: Reconciliation of
Operating Income to Adjusted EBITDA