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.
                                                mmission File No.: 001-02918

  (Message to employees from Ashland's Chief Executive Officer posted on
 Ashland's intranet site on April 28, 2005 regarding the MAP transaction)

- ------------------------------------------------------------------------

MESSAGE FROM OUR CEO

Note: This letter will be reprinted in the Ashland Source in May.

April 28, 2005

Dear Ashland Employees,

By now you have likely heard Ashland has announced an amended  agreement to
transfer our 38-percent  interest in Marathon Ashland  Petroleum LLC (MAP),
our maleic  anhydride  business and 60 Valvoline  Instant Oil Change (VIOC)
centers in  Michigan  and  northwest  Ohio to  Marathon.  Under the amended
agreement,   Ashland's   interest   in  these   businesses   is  valued  at
approximately  $3.7  billion  compared to  approximately  $3 billion in the
earlier  agreement,  with  substantially  all the  increase  in value going
directly to our  shareholders  in the form of Marathon  stock. In addition,
Marathon has agreed to pay certain  taxes that may be payable in connection
with  this  transaction.  The  transaction  is  expected  to be tax free to
Ashland's shareholders and tax efficient to Ashland.

Ashland's Board of Directors took a comprehensive  look at the alternatives
available with respect to our ownership  interest in MAP and concluded that
the transaction's tax efficient structure was the best alternative.  Of the
increased value of $700 million,  $600 million is in Marathon stock,  which
is being delivered directly to our shareholders, and there is a significant
reduction of our tax risk. Also, this  tax-efficient  transaction  provides
certainty with respect to both timing and the value of our interest in MAP.

We have agreed with Marathon to use our reasonable best efforts to complete
the transaction by June 30, 2005. After the close of this  transaction,  we
will own four  divisions  in two  Sectors --  Chemical  and  Transportation
Construction  -- both of which are  focused  on meeting  customers'  needs,
enabling growth through  process  improvement,  and achieving  top-quartile
performance.

After the closing,  Ashland  employees  currently working within our maleic
anhydride business and the 60 VIOC centers will work for Marathon.  We have
already started to build plans for a smooth transition.  We appreciate very
much the hard work and  contributions  of these  employees  and friends and
wish them the best in their new roles. While our co-workers will be missed,
they will be going from one great company to another great company.

Marathon is a company with whom we have shared much history and success. In
fact, we expect this transaction to expand our business  relationships with
MAP and Marathon.  MAP is currently a supplier to our  Valvoline,  APAC and
chemical  distribution  businesses,  selling us lube  stocks,  asphalt  and
solvents.  MAP is also a customer for 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  VIOC
franchisee.

This deal marks a new era for Ashland and,  when it is  completed,  it will
bring to a close our 80-year history in refining and marketing. I am really
excited  about our  future and I am  confident  we are  well-positioned  to
create  long-term  value  for  our  customers,  our  shareholders  and  our
employees.

Jim

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  operating  performance,  earnings and 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. These forward-looking  statements are 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) and are subject to a number of risks, uncertainties,  and
assumptions that could cause actual results to differ materially from those
we describe in the forward-looking  statements.  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 receive a favorable  ruling from 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.