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:  December 12, 1997
    Date of earliest event reported:  December 12, 1997


                                ASHLAND INC.
           (Exact name of registrant as specified in its charter)


                                  Kentucky
               (State or other jurisdiction of incorporation)

          1-2918                                           61-0122250
(Commission File Number)                                (I.R.S. Employer
                                                        Identification No.)


1000 Ashland Drive, Russell, Kentucky                          41169
(Address of principal executive offices)                     (Zip Code)


P.O. Box 391, Ashland, Kentucky                                41114
        (Mailing Address)                                    (Zip Code)


    Registrant's telephone number, including area code (606) 329-3333














    Item 5.  Other Events

         On  December  12,  1997,  the  Registrant  issued a press  release
    announcing  definitive  agreements had been signed on December 12, 1997
    that will formally create Marathon Ashland  Petroleum LLC. Marathon has
    a 62 percent  interest  and  Ashland a 38 percent  interest  in the new
    company which is expected to commence operations on January 1, 1998.
         Plans to purse the joint venture were first  announced last May 15
    when a letter of intent to seek a combination  of the major elements of
    the two firms'  downstream  operations  was signed.  The Federal  Trade
    Commission  has  advised  both  companies  that  it has  completed  the
    antitrust review of their refining and marketing joint venture and will
    permit the transaction to proceed.
         The foregoing  summary of the attached  press release is qualified
    in its entirety by the complete text of such document,  a copy of which
    is attached hereto.

    Item 7.  Financial Statements and Exhibits
         (c)  Exhibits
              99      Press Release






                                 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)



    Date:  December 12, 1997            /s/  Thomas L. Feazell    
                                     ----------------------------------
                                     Name:     Thomas L. Feazell
                                     Title:    Senior Vice President, General
                                               Counsel and Secretary





                               Exhibit Index

  Exhibit No.
  -----------

     99                   Press Release of Ashland Inc. dated December 12, 1997


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