Filed  by  Ashland  Inc.  pursuant  to  Rules  165  and  425
               promulgated  under the  Securities  Act of 1933, as amended,
               and deemed filed pursuant to Rule 14a-12  promulgated  under
               the Securities Exchange Act of 1934, as amended.

                                              Subject Company: Ashland Inc.
                                             Commission File No.: 001-02918

- -------------------------------------------------------------------------------
FORWARD-LOOKING STATEMENTS
This document 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  that  refer  to
Ashland's expectations about the MAP transaction. Although Ashland believes
its expectations are based on reasonable assumptions,  it cannot assure the
expectations reflected herein will be achieved.  The risks,  uncertainties,
and  assumptions  include the  possibility  that  Ashland will be unable to
fully  realize  the  benefits  anticipated  from the MAP  transaction;  the
possibility  the transaction may not close including as a result of failure
to finalize  the closing  agreement  with the Internal  Revenue  Service or
failure  of  Ashland  to  obtain  the  approval  of its  shareholders;  the
possibility  that  Ashland  may be  required  to modify  some aspect of the
transaction  to  obtain  regulatory  approvals;  and other  risks  that are
described from time to time in the Securities and Exchange Commission (SEC)
reports of Ashland. Other factors and risks affecting Ashland are contained
in Ashland's  Form 10-K,  as amended,  for the fiscal year ended Sept.  30,
2004,  filed with the SEC and  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  document  to  reflect  events or
circumstances after the date of this document.

ADDITIONAL INFORMATION ABOUT THE MAP TRANSACTION
In connection  with the proposed  transaction,  Ashland filed a preliminary
proxy  statement  on  Schedule  14A with  the SEC on June  21,  2004 and an
amended preliminary proxy statement on Schedule 14A on August 31, 2004. ATB
Holdings Inc. and New EXM Inc. filed a registration  statement on Form S-4,
which includes a further amended  preliminary  proxy  statement/prospectus,
with the SEC on October 12, 2004.  Investors and security holders are urged
to read those documents and any other relevant documents filed or that will
be filed with the SEC, including the definitive proxy  statement/prospectus
regarding the proposed  transaction as they become available,  because they
contain,  or will contain,  important  information.  The  definitive  proxy
statement/prospectus  will be filed with the SEC by Ashland,  and  security
holders may obtain a free copy of the definitive proxy statement/prospectus
when it  becomes  available,  and  other  documents  filed  with the SEC by
Ashland,  including the preliminary proxy statement at the SEC's website at
www.sec.gov. The definitive proxy statement/prospectus, and other documents
filed with the SEC by Ashland,  including the preliminary  proxy statement,
may also be  obtained  for free in the SEC  filings  section  on  Ashland's
Investor Relations website at www.ashland.com/investors,  or by directing a
request to Ashland at 50 E.  RiverCenter  Blvd.,  Covington,  KY 41012. The
respective  directors and  executive  officers of Ashland and other persons
may be deemed to be  participants  in solicitation of proxies in respect of
the proposed  transaction.  Information  regarding  Ashland's directors and
executive  officers is available in its proxy  statement filed with the SEC
by Ashland on December 14, 2004. Investors may obtain information regarding
the interests of participants in the  solicitation of proxies in connection
with the transaction referenced in the foregoing information by reading the
definitive proxy statement/prospectus when it becomes available.


CORPORATE PARTICIPANTS

WILLIAM HENDERSON
Ashland Inc. - IR

JIM O'BRIEN
Ashland Inc. - CEO

MARVIN QUIN
Ashland Inc. - CFO

STEVE GORDON
Cravath, Swaine & Moore - Tax Partner


CONFERENCE CALL PARTICIPANTS

JEFFREY ZEKAUSKAS
J.P. Morgan - Analyst

FRED LEUFFER
Bear Stearns - Analyst

LEE JING
AIG - Analyst

ROSS BERMAN
One Trust Capital - Analyst

PAUL QUIVENAL
Force Capital Management - Analyst

ANN KOHLER
IRG Research - Analyst

DARREL NORIAN
Blackrock - Analyst

FADEL GHEIT
Oppenheimer - Analyst

MATT WARBURTON
UBS Warburg - Analyst

CHI CHAO
Petrie Parkman - Analyst

ALEX MITCHELL
Focus Asset Management - Analyst


PRESENTATION

OPERATOR

Good day ladies and  gentlemen  and  welcome  to the  Ashland  review of an
agreement to transfer  Ashland MAP interest into Marathon  conference call.
My name is Raika (ph) and I will be your  coordinator  for  today.  At this
time, all participants  are in a listen-only  mode. We will be conducting a
question  and  answer  session  towards  the  end  of  today's  conference.
(Operator  Instructions).  As a reminder, this conference is being recorded
for replay purposes.

I would now like to turn the  presentation  over to your  host for  today's
conference, Mr. William Henderson,  Director of Investor Relations.  Please
proceed sir.






WILLIAM HENDERSON - Ashland Inc. - IR

Thank you Raika and good morning  everyone.  Welcome our conference call to
discuss the MAP transaction with Marathon.  Before we get started, I'd like
to  introduce  the  participants  in the  call.  We will  have with us this
morning Jim O'Brien, our Chairman and Chief Executive Officer; Marvin Quin,
Senior Vice President and Chief Financial Officer;  David Hausrath,  Senior
Vice President,  General Counsel and Corporate  Secretary and Steve Gordon,
who is a tax partner was Cravath, Swaine & Moore.

I want to  remind  each of you  that  we  will  be  making  forward-looking
statements   and  those   statements   are  subject  to   numerous   risks,
uncertainties  and  assumptions  which  are also  fully  described  in this
morning's  press  release  in our Form 10-K.  As you will hear more  detail
later,  the transaction we announced this morning is subject to a number of
conditions  and  approvals  and may  ultimately  not be  completed.  I also
encourage you to read the proxy  statement and  prospectus  when it becomes
available.  Now it is my pleasure to turn the call over to Jim O'Brien, our
Chairman and Chief Executive Officer.



JIM O'BRIEN - Ashland Inc. - CEO

Thanks, Bill. Good morning everyone.  This morning, we announced an amended
agreement  with Marathon.  The agreement  would result in a transfer of our
38% ownership in Marathon to Ashland  Petroleum which we referred to as MAP
and two other  businesses in exchange for cash and Marathon  stock totaling
approximately  $3.7  billion.  I am pleased to say that this  compares to a
transaction value of approximately $3 billion in the earlier agreement with
the increase in value going  substantially  to Ashland  shareholders in the
form of Marathon stock. The amended  transaction is expected to be tax-free
to Ashland  shareholders and tax efficient to Ashland.  This again compares
favorably   to  the  earlier   transaction   where   Ashland  bore  a  full
responsibility  for all 355 E tax liability.  As Marvin Quin will describe,
Marathon  has  agreed to satisfy  the first  $200  million of any 355 E tax
liability under section 355 E.

I want you to know that Ashland's  Board of Directors took a  comprehensive
look at all of the  alternatives  available  with respect to our  ownership
interest  in  MAP.  We  concluded  that  the  transaction's  tax  efficient
structure was the best  alternative.  The  increased  value of $700 million
will be  delivered  in $600  million of  Marathon's  stock  directly to our
shareholders  and $100 million in cash. This is a significant  reduction of
Ashland's  tax  risk.  Further,  this tax  efficient  transaction  provides
certainty  with respect to both the timing and the value of our interest in
MAP.

The amended  transaction  would result in the  formation of a new corporate
entity which we will refer to as New Ashland. This would essentially be the
continuation  of Ashland minus its MAP interest,  its maleic business in 16
Valvoline Oil Change Centers in Michigan and Ohio. Now I will ask Marvin to
provide  details of the  transaction,  then I will come back and talk about
the strategy for Ashland going forward. Following that, we will answer your
questions.

We view  this is the  first in a series  of steps  we're  taking  to better
position Ashland as a value-creating enterprise. Our guiding principles now
and going  forward are to maintain a patient  and  disciplined  approach to
growth,  to  take a  process-centered  approach  to our  businesses  and to
achieve top quartile  performance.  With that, I will turn the call over to
Marvin.



MARVIN QUIN - Ashland Inc. - CFO

Thank you,  Jim,  and good morning  everyone.  I'd like to remind you we do
have slides  that you can follow  through  the  presentation  and number of
numbers are represented on these slides. As Jim mentioned under the amended
agreement,  Ashland and its shareholders  will receive total  consideration
for  Marathon  of $3.7  billion  and  will  receive  cash  in MAP  accounts
receivable of 2.8 million of which 94 million  represents  the value of our
maleic anhydride  business and the 60 Valvoline Instant Oil  ChangeCenters.
Ashland's  shareholders will receive  Marathon's stock worth a value of 915
million.  Based  upon the  number  of  shares  outstanding  as of March 31,
shareholders  would receive $12.66 of Marathon  stock per Ashland's  share.
This compares to 315 million, or $4.32 per share in the early agreement.




As  you  may  recall,   Ashland  and  Marathon   had   deferred   receiving
distributions  from MAP since  March 18 of 2004.  Such  distributions  will
continue to be suspended until the closing of the transaction. As a result,
the final amount of cash to be received by Ashland would be increased by an
amount equal to 38% of the  accumulated  cash from  operations  during this
period prior to closing.  At March 31, 2005 Ashland's  share of these funds
was $560 million.  As a point of reference,  our portion of MAP's free cash
flow for the June  quarter has  averaged  slightly  more than $100  million
since the formation of MAP and based upon this, let's assume our total cash
at the end of June is $700 million.  The key factors  affecting the closing
cash  balance  will be MAP's  profits  and  capital  expenditures  prior to
closing,  as well as factors  impacting  working  capital such as crude oil
prices and  decisions  on  sourcing  crude oil in domestic  versus  foreign
markets.

Under the terms of the earlier agreement, and I'm going to tax now, the tax
on line,  closing was  conditioned on receipt of private letter ruling from
the IRS  with  respect  to tax  issues.  Under  the  terms  of the  amended
agreement,  Ashland and Marathon expect tom enter a closing agreement.  The
IRS would  favorably  address all of these tax issues  other than the basis
reduction issue which I will describe now. As previously disclosed, Ashland
would  incur a  Section  355 E tax  gain in the  transaction  equal  to the
difference  between the fair  market  value of Ashland and the tax basis of
Ashland at closing.  Under the closing agreement,  the retention by Ashland
of certain  contingent  liabilities  related to previously owned businesses
will reduce Ashland's tax basis.  Marathon has agreed to pay the first $200
million of any 355 E tax. Ashland would pay the next 175 million of section
355 E tax if  required  and any  remaining  tax would be shared  equally by
Ashland and Marathon.

Based on the  number of  shares  outstanding  as of March 31,  2005 and our
current  estimate of Ashland's  tax basis,  we expect that Ashland would be
required  to pay this tax only if our stock  price  from the  closing  date
exceeds $74.50.

Before I talk  about the use of the  transaction  proceeds,  let me spend a
minute  to  describe  how we got here.  As Jim said in the  (indiscernible)
outcome,  our  management  and Board took a fresh look at the  alternatives
available to Ashland and  considered  what would deliver the best value for
our  shareholders.  Among other things,  the management and Board carefully
considered  are the outlook for the refining and  marketing  industry,  the
uncertainty  created by Marathon's right to call Ashland's interest in that
at any time and  Ashland's tax basis in MAP.  Since we first  announced the
transaction last year, conditions in the refining and marketing environment
have been robust and  profitability has been well above midcycle levels. We
think the increased consideration that we announced today reflects this.

Further,  as most of you are aware,  Marathon has the right to call our MAP
interest at any time providing great uncertainties on timing and value. The
amended agreement provides Ashland  shareholders  certainty with respect to
both timing and value.  Management and the Board  considered the merit of a
taxable transaction as compared to the agreed-upon tax efficient structure.
Given that our tax basis in MAP is less than $1.3 billion,  a fully taxable
transaction  would create a very large tax liability  for the Company.  Our
federal and state tax rate is about 39%. Therefore we estimate that the 3.7
billion tax  efficient  agreement  would equate to a $5.2  billion  taxable
transaction.  We believe that the certainty  and value  provided in the tax
efficient   transaction   provides  the  best   alternative  for  Ashland's
shareholders.  As Jim mentioned,  this transaction delivers $915 million of
this value directly to our shareholders in Marathon's stock.

Now let's address Ashland's  capital structure and the use of proceeds.  In
arriving  at the  decision  to pursue  the  transaction  under the  amended
agreement,  management and the Board waived the  restrictions  that the tax
efficient  structure  poses on the use of proceeds versus the overall value
that is being delivered to Ashland and its  shareholders.  We do not intend
use  the  proceeds  to  repurchase  stock  or to  pay a  special  dividend.
Long-term we would expect our capital  structure  to  eventually  look more
like a typical industrial  company.  We also expect to continue our regular
quarterly $0.275 dividend which equates to $1.10 per year.

With respect to near-term  use of  proceeds,  Ashland  intends to reduce or
eliminate debt in other forms of financial leverage.  Specifically, we plan
to repay all of our public  bank debt which  totaled  $1,811,000,000  as of
March  31,  2005.  We  expect  to repay  the $150  million  of  receivables
financing  program that is now  outstanding  and various leases which might
total 100 million.  We will have additional debt redemption and other costs
amounting to about 100 million. We also expect to contribute  approximately
100 million to our  qualified  pension plans which would cost us 60 million
after tax.  At  September  30, '04 our  pension  assets were 980 million --
excuse me -- $908 million which  equaled 97 -- 91% of our approved  pension
liabilities.  The  addition  100  million  funding  should  fully  fund our
qualified pension plans.



We also expect to make tax  payments  related to MAP's  normal  pre-closing
operating  income,  which  is  likely  to be in the  range  of 100 to  $150
million.  Once  again,  we expect  to incur 355 E taxes if our stock  price
exceeds  $74.50 on the day of closing.  If you take the 2.8 billion in cash
we received from MAP -- excuse me, from Marathon -- plus the 700 million in
deferred MAP  distributions  and deduct the above usage, we would arrive at
roughly 1.1 billion in cash remaining after the transaction.

Longer-term,  it is our intention to be very disciplined and patient in our
investment  approach.  The central focus of our investment strategy will be
on  organic  growth  in our core  businesses.  To the  extent  we  consider
acquisitions,  we will focus on our core  businesses  and on  investing  in
related  businesses.  Any acquisition will need to pass a regular screening
of whether the synergies  justify the price and whether we can  effectively
integrate it into our existing systems and processes.

With  respect to uplaying  (ph)  income,  our New Ashland will not have the
contribution  from the maleic  anhydride  business  and the 60 VIOC stores,
which  totaled  8.2  million  for 2004 and $1.7  million  for the first six
months of 2005.  After  closing,  we would retain some costs related to the
transferred  businesses,  including  post-retirement benefit cost of former
Ashland  Petroleum and Super  American  division  employees.  The costs are
related to individuals  who retired prior to the formation of MAP. We would
also  have  some  remaining   environmental   cost  for  closed  terminals,
refineries and service  stations that were never placed in MAP. These costs
plus some corporate overhead  allocations are now allocated to the refining
and marketing  business.  These  stranded costs might be $15 million in the
next 12 months and should gradually decline over time.

The payment of leases would  eliminate at least $24 million in annual lease
or vent  (ph)  expenses,  but it may raise  depreciation  cost by about $10
million  annually.  Obviously we would expect to eliminate  essentially all
interest  expense  although  we  would  have  interest  income  on our cash
balances.

Finally,  I want to emphasize that this transaction  expands our commercial
relationships with MAP and Marathon in a number of ways. MAP is currently a
supplier  to our  Valvoline,  APAC and  chemical  distribution  businesses,
selling us leach products, asphalt and solvents. MAP is also a customer for
our packaged products from Valvoline and water treatment chemicals provided
by our specialty  chemical  division.  MAP will become the sole supplier of
maleic anhydride for our domestic unsaturated  polyester resin business and
will  become  our  largest  Valvoline  Instant  Oil chain  franchisee.  The
transaction  is  subject  to  among  other  things  approval  by  Ashland's
shareholders, consent from public debt holders, finalization of the closing
agreement to the Internal Revenue Service and customary  antitrust  review.
As with the original transaction, under the terms of the amended agreement,
we're not  obligated  to close unless we receive  consents  from 90% of the
principal  amount  of  long-term  debt.   Consents  for  two-thirds  of  an
individual  series  represents  consent of the entire series. If we fail to
obtain  the 90%  consent  level,  Ashland  has the  option  to  waive  this
condition  and close the  transaction.  Ashland and Marathon have agreed to
use reasonable best efforts to complete the transaction by June 30 with the
termination  date  extended  to  September  30,  2005.  Now let me turn the
program back over to Jim.



JIM O'BRIEN - Ashland Inc. - CEO

Thanks,   Marvin.   As  Marvin  has  already  provided  details  about  the
transaction  and why we believe it provides the best  alternatives  for our
shareholders,  while we have been pleased with the performance of the joint
venture and our  relationship  with  Marathon,  the  transfer of  Ashland's
interest in MAP to Marathon is an important step in achieving the Company's
strategic objectives.

After  the close of this  transaction,  we will own four  divisions  in two
sectors --  chemical  and  transportation  construction.  Both  sectors are
focused  on meeting  customers'  needs,  enabling  growth  through  process
improvement and achieving top quartile  performance.  The Chemicals sector,
which includes the Ashland  Distribution,  Ashland  Specialty  Chemical and
Valvoline divisions,  is creating a sustainable low-cost business structure
providing a model for effective  integration  of  acquisitions  and driving
market  expansion.  To enable growth,  they also are focusing on innovative
research and development of new products and services.



The  Transportation  Construction  sector,  commercially  known as  Ashland
Paving and Construction,  or APAC, is executing strategies that should help
it to increase its share of major  projects,  strengthen  its marketing and
business development capabilities and improve operational efficiency. As we
integrate  Ashland's  businesses,  we  continue  to  find  new  sources  of
competitive  advantage,  creating  actionable  strategies  with  measurable
targets and operating as a unified organization.

In summary, our disciplined investment approach will focus on expanding and
strengthening  our  core  businesses  through  organic  growth.  This is an
historic  moment for Ashland.  We're really excited about this  transaction
and the  prospects  for  Ashland's  future.  We believe  the timing of this
agreement  and the  value we will be able to  deliver  to our  shareholders
offers us the best alternative going forward. As Marvin discussed,  we will
continue our mutually  beneficial business  relationships with Marathon.  I
want to thank  Marathon for the  successes  we have shared  through the MAP
joint  venture and look forward to  continuing to work as both customer and
supplier to Marathon  and as a partner  with them as our largest  Valvoline
Instant Oil Change franchisee.

This deal  marks a new era for  Ashland.  I am  confident  that we are well
positioned to create long-term value for our shareholders.  As we have said
in the past, we clearly  recognize that the measure of this management team
going forward will be how well we preserve,  improve and deliver this value
to our shareholders. Now we will be happy to answer any questions you have.





QUESTIONS AND ANSWERS

OPERATOR

(Operator Instructions) Jeffrey Zekauskas, J.P. Morgan.



JEFFREY ZEKAUSKAS - J.P. Morgan - Analyst

Hi, good morning. A couple of questions.  If it turns out that Marathon has
to pay the 200  million in 355 E tax, is that 200  million  something  that
Ashland will have to pay taxes on because it's a benefit to Ashland?



JIM O'BRIEN - Ashland Inc. - CEO

Let me have Steve Gordon respond.



STEVE GORDON - Cravath, Swaine & Moore - Tax Partner

The simple  answer is no.  Because  of the  structure  of the  transaction,
Marathon will be acquiring what's  essentially the former parent of our tax
group and that's where that  liability  will be located.  So its payment of
that  liability  won't be a benefit to New Ashland that tax will have to be
paid on.



JEFFREY ZEKAUSKAS - J.P. Morgan - Analyst

Thank you. Second  question is -- if you're going to have roughly,  call it
1.2 billion in cash,  then  presumably  you've  thought about how you might
invest it. So in rough terms,  what's your target for your pretax return on
that 1.2 billion on an annualized basis?








JIM O'BRIEN - Ashland Inc. - CEO

Jeff, we've given this a lot of consideration  obviously and we've sat down
with our Board and talked about the various  strategies and we have spent a
lot of time  talking to the market  about our intent on this cash.  And now
that the  transaction  appears to be on a track of completion,  we have not
changed our opinion of how we want to go forward. And basically, we realize
that  that  cash  will be  sitting  there  and  we're  going to  invest  it
short-term in  interest-bearing  types of opportunities.  As we look at our
longer-term  growth, we have specifically said our immediate  opportunities
are going to lie in the chemical  sector.  We believe they are more organic
in nature.  We're also going to be looking at  opportunities as they become
available in things that we have interests.  As far as  complementary  type
transactions,  we have said that the target is between 100 to $500  million
in  size.  We're  going  to be  very  patient  as far as  evaluating  those
activities and those  opportunities.  We also have a very stringent  review
process  by  which as a  project  is  being  evaluated,  it has to pass our
hurdles and it has to be strategic and it also has the past our contra (ph)
team as far as reasons why we should not do the transaction.

So our intent is no  different  than it was before.  We're going to be very
patient,  we're  going to be very  methodical  and  we're  going to look at
things very comprehensively in how we go forward. But our specific interest
today is on organic growth and we think that presents our best opportunity.

So again we're going to be very  patient and as I said in the past, I think
the  expectation in the market should be that we consume this cash for some
time.



JEFFREY ZEKAUSKAS - J.P. Morgan - Analyst

Thank you very much.


OPERATOR

Fred Leuffer, Bear Stearns.



FRED LEUFFER - Bear Stearns - Analyst

Good morning.  Congratulations  Jim,  Marvin,  Bill. I just had a couple of
questions,  Jim.  First,  how long before you could  consider  repurchasing
stock or issuing some kind of special dividend or something like that?



JIM O'BRIEN - Ashland Inc. - CEO

That's a great  question,  and I think the best  person  to answer  that is
Steve Gordon with Cravath. Steve?



STEVE GORDON - Cravath, Swaine & Moore - Tax Partner

Right now,  we're trying to finalize the closing  agreement  concerning the
transaction with IRS, and that's not yet complete.  Our expectation is that
once that is complete,  the tax structure  would probably  permit a certain
amount  of  stock  to  be   repurchased   under  the  relevant  tax  rules.
Nevertheless, the structure adopted to achieve those tax goals also imposes
some non-tax  considerations that would have to be taken into account. As a
result right now, the Company does not have any intention to repurchase its
stock.



FRED LEUFFER - Bear Stearns - Analyst

Okay.





JIM O'BRIEN - Ashland Inc. - CEO

I'm sure that was perfectly clear, Fred.



FRED LEUFFER - Bear Stearns - Analyst

Well,  anytime  you have a  lawyer  answer  the  question,  I'm  sure  it's
perfectly accurate,  but it's usually useless. My fault for asking,  sorry.
That's  one  I  think  you  can't  answer  directly.   The  Marathon  share
distribution  -- is this a fixed-dollar  amount of 950 million,  or is it a
fixed number of share?



MARVIN QUIN - Ashland Inc. - CFO

Fixed dollar.



FRED LEUFFER - Bear Stearns - Analyst

To be to determine at the closing?



MARVIN QUIN - Ashland Inc. - CFO

Actually,  the way it works is there's a 20-day  period  ending  three days
prior to  closing,  and it's the  average  stock  price  during that 20-day
period. But in near parlance, it's a fixed dollar.



FRED LEUFFER - Bear Stearns - Analyst

Terrific.   And  just  lastly,   I'm  assuming  that  the  Marathon   share
distribution to Ashland's  shareholders  will be treated as a tax-free spin
(ph)?



JIM O'BRIEN - Ashland Inc. - CEO

That's correct, Fred.



FRED LEUFFER - Bear Stearns - Analyst

And that will just simply go to lower the basis of shareholders'  tax basis
in Ashland?



STEVE GORDON - Cravath, Swaine & Moore - Tax Partner

Essentially,  the  shareholders'  tax basis in their current Ashland shares
will be split between their tax basis and the new Ashland shares and in the
Marathon shares in proportion to their relative fair market values.



FRED LEUFFER - Bear Stearns - Analyst

Terrific. Thank you, guys, congratulations again.








OPERATOR

Lee Jing (ph), AGI.



LEE JING - AIG - Analyst

Good  morning.  This is Lee Jing from AIG, and this  question is really for
Marvin.  And I just wanted to find out if there is any premium  assumptions
for  the  debt  retirement,  assuming  there  will  be  a  tender  for  the
outstanding debt?



MARVIN QUIN - Ashland Inc. - CFO

Yes. What we will be offering what we consider a fair value.  Obviously the
public debt trades at a premium  today and we will be offering a fair value
for the debt and at a level which we would  expect to receive the  required
consents.



LEE JING - AIG - Analyst

Thank you.


OPERATOR

Ross Berman (ph), One Trust (ph) Capital.



ROSS BERMAN - One Trust Capital - Analyst

Thanks very much,  congratulations  guys. I have one question that was just
relation to -- you expect the capital  structure  ultimately to look like a
more  typical  industrial  company.  Can you  maybe  just tell us what your
interpretation of that is?



MARVIN QUIN - Ashland Inc. - CFO

Yes. We would like to be a an investment-grade corporation which we think a
triple-B or a triple-B type minus credit rating or maybe even triple-B plus
makes sense for us  long-term.  This would imply some debt and depending on
how the rating agencies look at things at the time, that may be 30% debt to
cap,  or maybe a better was of  looking  at it is a  multiple  two or three
times EBITDA, something of that order of magnitude.



ROSS BERMAN - One Trust Capital - Analyst

Alright, thanks very much.


OPERATOR

Paul Quivenal (ph), Force (ph) Capital Management.










PAUL QUIVENAL - Force Capital Management - Analyst

Hi,  guys.  Thanks for taking the call.  Just a couple of quick  questions.
Could you clarify how many shares you could  repurchase under the agreement
and  ultimately,  if you -- I  guess  why  would  you be  constrained  from
purchasing shares? And also, would you entertain a bid for the company?



JIM O'BRIEN - Ashland Inc. - CEO

Well those are  obviously  excellent  questions of which we have no answers
for at this time.  But as you look -- if you look at the last one,  we have
no intent of  putting  the  company up for sale.  We really  believe in our
strategy,  we believe in the  shareholder  value we're creating and that is
the strategy we're moving down.

As far as other expansive type  questioning on the tax basis, I think Steve
kind of gave you all he can give you at this stage of our development we've
worked  with  the  IRS,  because  again  that  particular  document  is not
complete.  So until that's completed and the deal is closed,  our intention
as Marvin has stated is not to have a special dividend (indiscernible) have
a buyback program, and that's our intent.



PAUL QUIVENAL - Force Capital Management - Analyst

Okay.  But in the  agreement as it's sort of being worked out, is there any
sort of base level of shares that it allows for?



JIM O'BRIEN - Ashland Inc. - CEO

Again, that agreement is still under discussion, so we really can't comment
on it.



PAUL QUIVENAL - Force Capital Management -
Analyst

Okay, thanks.



OPERATOR

Ann Kohler, IRG
Research.



ANN KOHLER - IRG Research - Analyst

Thank you.  Good morning  gentlemen and  congratulations.  Just a question.
What since the IRS has been a roadblock  here,  kind of what,  if you could
walk me  through  what needs to be worked on with the IRS and in the next I
guess 1.5 months to get that  transaction  completed from their side of the
ledger?



JIM O'BRIEN - Ashland Inc. - CEO

We'll have Steve answer that question.



STEVE GORDON - Cravath, Swaine & Moore - Tax Partner

The IRS,  we're engaged in  discussions  with the IRS  concerning a closing
agreement  that  would  take the place of a private  letter  ruling for the
transaction.  Those  discussions  are very far  advanced  and we  expect to
complete  them  shortly.  As has been  noted,  they  will  require  a -- we
anticipate  that they will  require a reduction  of the new  Ashland  stock
basis for certain assumed  contingent  liabilities.  Otherwise,  we believe
that it will be relatively straightforward based on where we are right now.
So it still needs to be completed.





ANN KOHLER - IRG Research - Analyst

Thank you.


OPERATOR

Darrel Norian (ph), Blackrock.



DARREL NORIAN - Blackrock - Analyst

Hi, I had just two  questions.  One,  on  slide  six  where  you kind of go
through the uses of the cash,  does that net cash number include or exclude
the expected distribution you guys would get from MAP at the closing?



MARVIN QUIN - Ashland Inc. - CFO

Includes.



DARREL NORIAN - Blackrock - Analyst

It includes that,  okay.  And the secondly,  can you just review for me the
tax consequences.  If the stock is above the 74.50, do you guys -- or would
just be responsible  for taxes on the spread of the stock price above that,
correct?



MARVIN QUIN - Ashland Inc. - CFO

Yes. An easy way  thinking  about it is 39% of any market  value above that
74.50 is tax that would be paid to the IRS and to the states.



DARREL NORIAN - Blackrock - Analyst

Great, thanks very much.



OPERATOR

Fadel Gheit, Oppenheimer.



FADEL GHEIT - Oppenheimer - Analyst

Jim and company,  good morning. I have several  questions.  One, how is the
stock portion of the  transaction is right at (ph) -why only 915? Why isn't
it 2 billion in spot and 1 billion in cash, or 1.7 billion in cash?








JIM O'BRIEN - Ashland Inc. - CEO

As we sat down and  looked  at all of the  alternatives  and ways to create
shareholder value for the holders of our shares, the Board and myself tried
to create as much value that we could deliver  directly in the hands of the
shareholder immediately.  As we sat down with Marathon and negotiated this,
we pushed  them and  pushed  them on the  amount of stock that we could get
into the hands of our  shareholders,  and this is where we -- our agreement
fell, 915 million.



FADEL GHEIT - Oppenheimer - Analyst

Just a clarification,  the IRS did not impose the apportionment of the cash
versus stock, correct? It is a negotiated deal between the two companies?



JIM O'BRIEN - Ashland Inc. - CEO

It was a  negotiated  deal between the two  companies  and that is where we
came to between the two  companies,  between  Marathon and Ashland -- their
willingness to give stock and our willingness to ask for stock, and it came
to 915, so that was the agreement.



FADEL GHEIT - Oppenheimer - Analyst

But hypothetically  speaking,  you could -- if the companies would agree to
it, you could have taken more stock?



JIM O'BRIEN - Ashland Inc. -
CEO

That's true.



FADEL GHEIT - Oppenheimer - Analyst

Which would have meant more tax-free money to the shareholders?



JIM O'BRIEN - Ashland Inc. -
CEO

That's true.



MARVIN QUIN - Ashland Inc. - CFO

And it takes the other party to agree to that.



JIM O'BRIEN - Ashland Inc. - CEO

That's  right.  But as I said,  this  was  the  agreement  after  extensive
negotiations and discussions. As you all know, this deal was starting to be
reworked  again  about seven  months  ago. So this is nothing  that we took
lately; we took it very seriously and tried to create as much value that we
could transfer to the hands of our  shareholders  immediately.  and that is
where the agreement fell.








FADEL GHEIT - Oppenheimer - Analyst

Okay.  Let us walk through the scenario that you  concluded is deal.  Would
this deal bargain from  restructuring  the Company  further or changing the
makeup of the company  trading asset bartering with -- from other companies
to emphasize the areas that you think are higher  growth areas?  Would that
prevent you from doing so?



MARVIN QUIN - Ashland Inc. - CFO

We can't speculate on the  transaction  that's not  well-defined.  Any time
you're asking about tax questions, you have to get into very specifics.



FADEL GHEIT - Oppenheimer - Analyst

But this deal stipulated  uncertainty  (ph) you cannot buy back your stock,
you cannot  pay  dividend.  What else you  cannot do to not to violate  the
terms of the agreements with the IRS?



JIM O'BRIEN - Ashland Inc. - CEO

There's really no other restrictions  besides that. So just broadly to your
answer, there are new other restrictions.



FADEL GHEIT - Oppenheimer - Analyst

Okay, thank you.



OPERATOR

Matt Warburton, UBS Warburg.



MATT WARBURTON - UBS Warburg - Analyst

Good morning,  everybody.  A couple of questions on tax. Marvin on the call
on Monday,  you  suggested  that the tax for the group  would be around the
38.5% level for the balance of the year and on a go-forward  basis.  In the
initial proxy form the implication was that post on that deal, the tax on a
go-forward  basis for the  residual  group would be around  34.5%.  Is that
still the  expectation  that the group tax charge  would fall as a basis of
getting rid of the MAP assets?



MARVIN QUIN - Ashland Inc. - CFO

Well,  we will be  refiling  the  documents  to the SEC perhaps as early as
tomorrow  and it will have pro formas in there.  We would  have,  typically
have a lower overall tax rate than our marginal tax rate.  Our marginal tax
rate on income is 39%,  but our  average tax rate is -- book tax rate -- is
somewhat  less  than  that  because  of  various   preferences  or  special
situations or foreign sourced income, etc.



MATT WARBURTON - UBS Warburg - Analyst

Question for Jim.  Jim, you  mentioned in your comments that the title (ph)
acquisition  you might be  looking at is between  100 and 500  million.  In
terms of the Company stands at the moment,  what do you see as the capacity
either in systems, personnel?





I know you -- obviously,  you put a more acquisition screening criteria and
plan and you talked about that last year.  As we stand at the moment,  what
do you see as the capacity of the business to absorb incremental assets for
the next 6 to 12 months?



JIM O'BRIEN - Ashland Inc. - CEO

There's  never been any 6 to 12  months.  One of the  things  we're  really
focusing on is getting the Chemicals  sector  integrated,  then getting the
right processes to have a broader Company to drop in acquisitions.  So as I
look over the next 6 to 12 months, we are not anticipating any acquisitions
at this  time,  not to say we won't  evaluate  some.  So if you look at the
capability of the organization,  I would say that we are emerging as a very
capable  organization  that could potentially  integrate  something to that
size I described, but there is nothing planned at this time.



MATT WARBURTON - UBS Warburg - Analyst

Okay, thanks very much.




OPERATOR

Chi Chao (ph), Petrie Parkman.



CHI CHAO - Petrie Parkman - Analyst

I'm just  wondering  -- did the value of the Valero  Premcor  deal have any
bearing on the terms of the transaction?



JIM O'BRIEN - Ashland Inc. - CEO

As we sat and negotiated this  transaction,  obviously we looked at a whole
range of  valuation  techniques  -- the cash flow  generated  from MAP, its
historical performance, what we thought the future performance of the asset
would be, the asset values -- and during the whole period of time that this
project  has  been  negotiated,  the  values  of  these  assets  have  been
improving.  So the fact that we were able to deliver  another  $700 million
worth  of  value I think  demonstrates  that we  took  this  change  in the
marketplace  very seriously and negotiated for our shareholders in the vein
that we were trying to achieve a value that reflects the current market. So
as you look at the Premcor deal,  you can run the numbers as we have. And I
think  after you run the  numbers  and you make the  evaluation,  take into
account that Premcor has a high level of synergies  which is not  available
to Marathon  through this deal. And where we stand as far as the complexity
of our assets  versus  their  assets,  I think the two deals  compare  very
favorably.



CHI CHAO - Petrie Parkman - Analyst

Are there any sort of earnout provisions going forward from the deal?



JIM O'BRIEN - Ashland Inc. - CEO

No.











CHI CHAO - Petrie Parkman - Analyst

Final  question.  It seems  like a lot of your  focus  strategically  going
forward  is  going  to be on  chemicals.  Are you  still  committed  to the
construction business longer-term?



JIM O'BRIEN - Ashland Inc. - CEO

The  Construction  business is still a very important to us and we're still
very  committed to it. It's in a different  place of its  development.  The
Chemicals business has been through its restructuring,  it has been through
its  reorganization,  it has been through its refocusing in the marketplace
and it is performing  very,  very well.  The  Construction  business is not
performing  well. So they are getting the attention  necessary to make them
perform better.



CHI CHAO - Petrie Parkman - Analyst

It sounds  like  you're  looking at fixing  costs in these  (indiscernible)
business, rather than looking at strategic growth opportunities?



JIM O'BRIEN -
Ashland Inc. - CEO

That's correct.



CHI CHAO - Petrie
Parkman - Analyst

Thanks a lot.




OPERATOR

(Operator Instructions) Alex Mitchell, Focus
Asset Management.



ALEX MITCHELL - Focus Asset Management - Analyst

I realize you're still in negotiations with the IRS, but just I guess maybe
by  statute  or if you  could  comment  -- how long  will any  restrictions
related to the IRS -- how long could those restrictions last?



STEVE GORDON - Cravath, Swaine & Moore - Tax Partner

I think that was a closing agreement not finalized.  It's very difficult to
say anything  that's  meaningful.  So rather than say something  that's not
meaningful, I think we should not say anything.



STEVE GORDON - Cravath, Swaine & Moore - Tax Partner

That was meaningful. Alex?



ALEX MITCHELL - Focus Asset Management - Analyst

Okay. So not even -- you can't even comment on the statute?







STEVE GORDON - Cravath, Swaine & Moore - Tax Partner

There's no specifics statutory rule that -- on that point. It's a matter of
- -- it's not a statutory rule.  There's no bright line (ph) passed. And just
to  reiterate,  taxes are not the only  issue  that  needs to be taken into
account in this structure in determining the extend to which the Company is
free to use cash to buy back shares or pay an extraordinary dividend.



ALEX MITCHELL - Focus Asset Management - Analyst

Where are the other issues?



STEVE GORDON - Cravath, Swaine & Moore - Tax Partner

The stock  purchase  agreement  states that the Company has no intention to
repurchase its shares. That's a very important statement in the transaction
documents,  the MAP master agreement  rather,  and the Company at this time
has no intention and at closing will have no intention.



ALEX MITCHELL - Focus Asset Management - Analyst

So that can be changed?



STEVE GORDON - Cravath, Swaine & Moore - Tax Partner

That will be the intention.



ALEX MITCHELL - Focus Asset Management - Analyst

All right.




OPERATOR

At this time, you have no further questions.




WILLIAM HENDERSON - Ashland Inc. - IR

We want to thank everyone for their  participation in the call. If you have
any further questions,  please call us in the office.  Take care and have a
great day.



JIM O'BRIEN - Ashland Inc. -
CEO

Thank you, everybody.




OPERATOR

Ladies and gentlemen,  this does conclude your  presentation for today. You
may now disconnect. Have a great day.