Ashland S-8 POS Registration of securities for employees (post-effective amendment)

Post-Effective Amendment No. 2

Registration No. 033-55922-99

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________

POST-EFFECTIVE AMENDMENT NO. 2

TO FORM S-8

REGISTRATION STATEMENT

Under the Securities Act of 1933

____________________________

ASHLAND INC.

(Exact name of Registrant as specified in its charter)

Kentucky (State or other jurisdiction of incorporation or organization) 20-0865835 (I.R.S. Employer Identification No. )

50 E. RiverCenter Boulevard

P.O. Box 391

Covington, KY 41012-0391

(859) 815-3333

(Address, including zip code, and telephone number, including area

code, of Registrant's principal executive offices)

_____________________________

Ashland Inc. 1993 Stock Incentive Plan

(Full title of the Plan)

______________________________

David L. Hausrath, Esq.

Senior Vice President and General Counsel

50 E. RiverCenter Boulevard

P.O. Box 391

Covington, KY 41012-0391

(859) 815-3333

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check One):

Large Accelerated Filer þ	Accelerated Filer o
Non-Accelerated Filer o	Smaller Reporting Company o
(Do not check if a smaller reporting company.)

EXPLANATORY NOTE

The securities offering issued pursuant to this Registration Statement by Ashland Inc. (“Ashland”), has terminated.  186,952 shares of Ashland Common Stock issued pursuant to this Registration Statement remain unsold.  Ashland hereby deregisters all remaining 186,952 shares registered pursuant to the Ashland Inc. 1993 Stock Incentive Plan.

-2- 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 2 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Covington, Commonwealth of Kentucky, on July 23, 2008.

ASHLAND INC. (Registrant)
By:	/s/ David L. Hausrath
	Name:   David L. Hausrath
	Title:     Senior Vice President and  General Counsel

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 2 has been signed below by the following persons in the capacities indicated on July 23, 2008.

	Signature	Title
	*	Chairman of the Board and Chief Executive Officer   (Principal Executive Officer)
	James J. O'Brien
	/s/ Lamar M. Chambers	Senior Vice President, Chief Financial Officer and Controller   (Principal Financial Officer and Principal Accounting Officer)
	Lamar M. Chambers
	*	Director
	Roger W. Hale
	*	Director
	Bernadine P. Healy
	*	Director
	Kathleen Ligocki
	*	Director
	George A. Schaefer, Jr.
	*	Director
	Theodore M. Solso
	*	Director
	Michael J. Ward
*By:	/s/  David L. Hausrath
	David L. Hausrath Attorney-in-fact

  -3-