============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996 Commission file number 1-2918 ASHLAND INC. (a Kentucky corporation) I.R.S. No. 61-0122250 1000 Ashland Drive Russell, Kentucky 41169 Telephone Number: (606) 329-3333 Securities Registered Pursuant to Section 12(b): Name of each exchange Title of each class on which registered ------------------- ------------------- Common Stock, par value $1.00 per share New York Stock Exchange and Chicago Stock Exchange Rights to Purchase Series A Participating New York Stock Exchange Cumulative Preferred Stock and Chicago Stock Exchange $3.125 Cumulative Convertible Preferred Stock New York Stock Exchange 6 3/4% Convertible Subordinated Debentures, New York Stock Exchange due 2014 Securities Registered Pursuant to Section 12(g): None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes __X__ No ___ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] At October 31, 1996, based on the New York Stock Exchange closing price, the aggregate market value of voting stock held by non-affiliates of the Registrant was approximately $2,595,905,440. In determining this amount, Ashland Inc. has assumed that directors, certain of its executive officers, and persons known to it to be the beneficial owners of more than five percent of its common stock are affiliates. Such assumption shall not be deemed conclusive for any other purpose. At October 31, 1996, there were 64,599,228 shares of Registrant's common stock outstanding. Documents Incorporated by Reference Portions of Registrant's Annual Report to Shareholders for the fiscal year ended September 30, 1996 are incorporated by reference into Parts I and II. Portions of Registrant's definitive Proxy Statement for its January 30, 1997 Annual Meeting of Shareholders are incorporated by reference into Part III. ============================================================================== EXPLANATORY NOTE This Amendment to the report on Form 10-K for the fiscal year ended September 30, 1996, of Ashland Inc. ("Ashland") is being filed by Ashland to amend Ashland's Exhibit 27 - Financial Data Schedule. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the text of the amendment is set forth in its entirety as attached hereto. 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) /s/ Thomas L. Feazell Date November 25, 1997 ----------------------------------- Thomas L. Feazell Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit No. Description - ---------- ---------------------------------------------------------------- 27 Restated Financial Data Schedule for the year ended September 30, 1996