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):  December 2, 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:

[  ]  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))

Item 7.01.  Regulation FD Disclosure

Ashland Inc.’s Chairman and Chief Executive Officer, James J. O’Brien, is scheduled to speak at 9:45 a.m. this morning at the 19th Annual Citi Chemicals Conference in New York, New York.  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 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 December 2, 2008.

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)

December 2, 2008	/s/ Lamar M. Chambers
	Lamar M. Chambers
	Senior Vice President and
	Chief Financial Officer

3

 EXHIBIT INDEX

99.1 Presentation slides dated December 2, 2008.

4

EX-99.1

EXHIBIT 99.1

19th Annual Citi Chemicals
Conference

James J. O'Brien

Chairman and Chief Executive Officer

December 2, 2008

2

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. Such 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 substantial indebtedness Ashland has incurred to finance the acquisition may impair Ashland’s financial condition; the restrictive covenants under the debt instruments may hinder the successful operation of Ashland’s business; future cash flow may be insufficientto repay the debt; and other risks that are described in filings made by Ashland with the Securities and Exchange Commission (SEC). 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 September 30, 2008, which is available on Ashland’s Investor Relations website at http://investor.ashland.com 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.

3

1Rankings are based on internal estimates of competitive specialty chemicals sales; includes Hercules Paper

Technologies and Ventures and Aqualon sales and excludes Ashland Consumer Markets and Ashland Distribution sales.
Specialty chemicals companies are defined as those that generate 70 percent or more of profits from specialty chemicals
sales. Sales and profit estimates used to determine these rankings are based on publicly availabledata.

With the Acquisition of Hercules
on Nov. 13, 2008 …

•We’ve taken a major step in achieving our objective
to create a leading global specialty chemicals company1

-Now among the 5th largest in North America and
10th largest in the world

•Acquisition enables:

-More stable and predictable earnings

-Stronger cash flows

-Access to higher long-term growth markets worldwide

•Focus on paper and water technologies, specialty resins
and specialty additives and ingredients

•Broad geographical diversity

-Approximately $3.7 billion of pro forma revenues generated
outside North America

•Renewable resources represent 33 percent of pro forma EBITDA

4

Ashland

Performance
Materials

Ashland

Hercules
Water
Technologies

Ashland

Distribution

Ashland
Consumer
Markets

(Valvoline)

Ashland

Aqualon
Functional
Ingredients

1 For the 12 months ended Sept. 30, 2008. Revenue includes intersegment, Hercules Paper Technologies &
Ventures and Aqualon sales. See Appendix for reconciliation of pro forma EBITDA.

Ashland Today

•Pro forma sales and operating revenue1 = $10.7 billion

•Pro forma EBITDA1 = $717 million

5

Ashland
Distribution
40%

Ashland
Distribution
40%

Ashland
Consumer
Markets
16%

By commercial unit

19%

19%

1 For the 12 months ended Sept. 30, 2008, including intersegment, Hercules Paper Technologies &
Ventures and Aqualon sales.

North
America
65%

North
America
65%

Latin America/
Other - 4%

Europe

Europe

24%

24%

•35 percent of total revenue comes
from outside North America

Fiscal 2008 Pro Forma1
Sales and Operating Revenue

6

1 For the 12 months ended Sept. 30, 2008.

Ashland

Ashland

Distribution

Distribution

10%

10%

Ashland

Ashland

Performance Materials

Performance Materials

13%

13%

Ashland Consumer
Markets
16%

Ashland Hercules
Water Technologies

Ashland Hercules
Water Technologies

25%

25%

Ashland

Ashland

Aqualon Functional

Aqualon Functional

Ingredients

Ingredients

36%

36%

•74 percent of EBITDA comes from specialty chemicals

•33 percent of EBITDA comes from renewable materials

Pro Forma EBITDA1
by commercial unit

ASH

NYSE Ticker Symbol:

2,042

Active patents worldwide:

596

Active patents in U.S.:

More than
100

Number of countries
in which Ashland
has sales:

35%

% outside N.A.:

~16,000

Employees:

Corporate Profile

7

Ashland

Performance
Materials

Ashland

Hercules
Water
Technologies

Ashland

Distribution

Ashland
Consumer
Markets

(Valvoline)

Ashland

Aqualon
Functional
Ingredients

#1 global leader
in unsaturated
polyester resins
and vinyl ester
resins

#3 passenger-
car motor oil
and
#2 quick-lube
chain in the
United States

#2 plastics
and #3
chemicals
distributor
in North
America

#1 global
producer
of
papermaking
chemicals

#2 global
producer
of cellulose
ethers

Strong Leadership Positions
in the Markets We Serve

8

North
America

43%

Latin America/
Other - 6%

E&PS
18%

E&PS
18%

Pulp/ Paper

57%

Business Overview
Customers/ Markets	•Pulp and paper processing •Industrial and institutional •Mining •Municipal wastewater treatment •Merchant marine
Products/ Services	•Process chemicals for microbial and contaminant control, pulping aids and retention aids •Functional chemicals for sizing and wet strength •Utility water treatments •Process water treatments •Technical products and shipboard services for the merchant marine and cruise ship industry

Revenue
by Geography

Revenue
by Market

Marine - 7%

Asia
Pacific
12%

Europe
39%

For the Fiscal Year Ended Sept.30, 2008

Pro Forma Revenue: $2.1 billion

Pro Forma EBITDA: $186 million

 Pro Forma EBITDA Margin: 8.9%

Industrial
18%

Industrial
18%

Ashland Hercules Water Technologies
A major global supplier of process and functional chemicals

9

Pkg. &

North
America

North
America

45%

45%

Europe

36%

Latin
America/
Other -

9%

Trans-
portation

Trans-
portation

24%

24%

Ind.
Constr.

27%

Business Overview
Customers	•Auto manufacturers; foundries; pipe and tank fabricators; bathware, countertop and window lineal manufacturers; pipe relining contractors; boat builders; wide and narrow web printers
Products/ Services	•Adhesives and Composites -Unsaturated polyester resins -Vinyl ester resins -Gelcoats -Pressure-sensitive adhesives -Structural adhesives -Specialty resins •Casting Solutions -Foundry binder resins -Chemicals -Sleeves and filters -Design services
Markets	•Transportation, construction, marine, packaging and converting

Revenue
by Geography

Revenue
by Market

For the Fiscal Year Ended Sept. 30, 2008

Revenue: $1.6 billion

EBITDA: $94 million

EBITDA Margin: 5.8%

Res.
Constr.

14%

Infra-
structure

15%

Marine - 9%

Asia
Pacific - 10%

Ashland Performance Materials
A global leader in specialty chemicals

10

Business Overview
Customers	•Diversified, global customer base
Products	•Broad product line based on renewable resources -Water soluble polymers (cellulose ethers and guar derivatives) -Refined wood rosin and natural wood terpenes
Markets	•Water-based paints •Paper coatings •Construction •Oilfield (chemicals and drilling muds) •Regulated markets -Personal care -Food -Pharmaceuticals

North
America

North
America

37%

37%

Asia
Pacific

Asia
Pacific

16%

16%

Europe

41%

Other - 6%

Coatings &
Construction
49%

Coatings &
Construction
49%

Energy &
Spec. Solutions
26%

Regulated
Industries
25%

Regulated
Industries
25%

Revenue
by Geography

Revenue
by Market

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

EBITDA: $261 million
EBITDA Margin: 23.7%

AshlandAqualonFunctionalIngredients
A global leader in managing rheology of water-based systems

11

Lubricants

80%

Filters - 3%

Valvoline
Int'l - 23%

Valvoline
Int'l - 23%

Do-It-
Yourself

35%

Business Overview
Customers	•Retail auto parts stores and mass merchandisers who sell to consumers; installers, such as car dealers and quick lubes; distributors
Products/ Services	•Valvoline® lubricants and automotive chemicals •MaxLife® lubricants for high-mileage vehicles •SynPower® synthetic motor oil •Eagle One® and Car Brite® appearance products •Zerex® antifreeze •Valvoline Instant Oil Change® service
Market Channels	•Do-It-Yourself (DIY) •Do-It-For-Me (DIFM) •Valvoline International

Revenue
by Product Line

Revenue
by Market Channel

Do-It-
For-Me
37%

DIFM:
Installer channel
23%

Specialty/
Other - 5%

DIFM:
Valvoline Instant
Oil Change - 14%

Chemicals - 6%

Appearance
products - 3%

Antifreeze - 8%

For the Fiscal Year Ended Sept. 30, 2008

Revenue: $1.7 billion

EBITDA: $115 million

EBITDA Margin: 6.9%

Ashland Consumer Markets: A leading worldwide
marketer of premium-branded automotive lubricants and chemicals

12

Chemicals

Chemicals

47%

47%

Plastics

41%

Environmental
Service/Other -
2%

Construction

Construction

24%

24%

Other

15%

Business Overview
Customers	•Diversified customer base
Products/ Services	•More than 7,000 packaged and bulk chemicals, solvents, plastics and additives •Comprehensive, hazardous and nonhazardous waste- management solutions in North America
Markets	•Construction •Transportation •Chemical manufacturing •Paint and coatings •Retail consumer •Personal care •Medical •Marine

Revenue
by Product
Line

Revenue
by Market

Trans-
portation

15%

Paint & Coatings - 10%

Medical - 6%

Marine - 4%

Com-
posites

10%

Chemical Mfg.
- 11%

Retail
Consumer - 8%

Personal
Care - 7%

For the Fiscal Year Ended Sept. 30, 2008

Revenue: $4.4 billion

EBITDA: $75 million

EBITDA Margin: 1.7%

Ashland Distribution
A leading North American chemicals and plastics distributor

13

1 As adjusted for bank covenants. Debt/EBITDA ratio of 3.5x based on trailing 12 mos. pro forma EBITDA.

Financial Structure

•$2.6 billion of debt, plus $200 million available revolver capacity

-Term Loan A, Term Loan B, bridge loan, revolver, and A/R securitization

-Approximately $250 million book interest expense

•Approximately 74 million common shares, including 10.5 million issued
as part of Hercules transaction

•Approximately $100 million cash

•Goal of attaining investment-grade credit rating in two to four years

-Current corporate credit ratings of BB- / Ba2 from S&P and Moody's

14

October Update

•Legacy Ashland Water Technologies

-Sales down slightly in Europe, but up slightly
in Americas, vs. October 2007

•Performance Materials

-Volume down 12 percent vs. October 2007

•Consumer Markets (Valvoline)

-Lubricants volume down 17 percent vs. October 2007

-Gross profit percentage up vs. September 2008

•Distribution

-Volume down 11 percent vs. October 2007

-Gross profit percentage down vs. September 2008

•Operating-segment trade working capital
improved to 12.2 percent of sales

-$80 million run-rate
by end of FY 2009

-$20 million run-rate
by end of CY 2008

15

Sales & Marketing
Manufacturing
Purchasing

Sales & Marketing
Manufacturing
Purchasing

G&A

G&A

•Estimated one-time
integration costs
still being finalized

•Key areas for synergy

-Corporate function
restructuring

-Global supply chain

-Paper/Water integration

•$120 million estimate
(cost savings only)

-Run-rate by the end
of FY 2010

-$80 million run-rate
by end of FY 2009

16

Focus on Cash Flow

•Reduced dividend reflects levels
of specialty chemical peers

•Capital expenditures expected to be
approximately $200 million

•Accelerate realization of $120 million
of synergies

•Focus on expense control and
discretionary spending

•Other sources

17

Investment in Ashland

•Focus on cash generation producing results

•Realizing cost structure efficiencies

•Completion of Hercules acquisition creates
a major, global specialty chemicals company

-74 percent of pro forma EBITDA derived
from specialty chemicals core, with roughly one-third
from bio-based chemistries

-$10.7 billion in pro forma sales and operating revenue,
with 35 percent from outside North America

-Drives stronger, higher margin, less cyclical earnings

Appendix

19

(20) bp

4.5%

4.3%

EBITDA as a percent of sales

3)%

349)

$

358)

$

Earnings before interest, taxes, depreciation
and amortization (EBITDA)

Twelve months ended Sept. 30,

(in millions, except change)

(30) bp

2.8%

2.5%

Operating income percentage

110) bp

15.0%

13.9%

SG&A percentage

(140) bp

17.2%

15.8%

Gross profit percentage

(1)%

10 %

-)%

(1)%

(9)%

8 %

Fav./(Unfav.)

6,447)

7,056)

Cost of sales

49)

54)

Equity and other income

216)

213)

Operating income

2007

2008

1,171)

1,338)

7,785)

$

1,166)

Selling, general & administrative expenses

1,325)

Gross profit

8,381)

$

Sales and operating revenue

Fiscal 2008
Financial Results

The information provided in this presentation regarding 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.

20

Regulation G: Reconciliation
of Operating Income to EBITDA

21

(in millions)

Ashland Inc. Fiscal Year Ended Sept. 30
Regulation G: Reconciliation
of Operating Income to EBITDA

22

Hercules Inc. 12 Months Ended Sept. 30, 2008
Regulation G: Reconciliation
of Operating Income to EBITDA