EXHIBIT 4.10


                              AMENDMENT NO. 3
                                   TO THE
                                ASHLAND INC.
                           EMPLOYEE SAVINGS PLAN
                   As Restated Effective January 1, 2003
==============================================================================

         WHEREAS,  Ashland  Inc.  established  the  Ashland  Inc.  Employee
Savings Plan (known as the Ashland Inc. Employee Thrift Plan before October
1, 1995)  originally  effective  June 1, 1964 for the benefit of  employees
eligible to participate therein;
         WHEREAS,  the aforesaid Plan was amended from time to time and, as
so amended,  was completely  amended and restated effective October 1, 1976
to comply with the provisions of the Employee  Retirement  Income  Security
Act of 1974;
         WHEREAS,  the  aforesaid  amended  and  restated  Plan was further
amended from time to time and was completely amended and restated effective
on October 1, 1980,  on October 1, 1983,  on October 1, 1985, on October 1,
1989, on October 1, 1995 on January 1, 1997 and on January 1, 2003;
         WHEREAS,  Article 20 of the aforesaid  amended and restated  Plan,
reserves to Ashland Inc. the right to further amend the Plan; and
         WHEREAS, Ashland Inc. desires to make further amendments to the Plan;
         NOW, THEREFORE, Ashland Inc. does hereby further amend the Ashland
Inc. Employee Savings Plan,  effective February 1, 2004, in accordance with
the following terms and conditions:

1. Effective February 1, 2004, as a clarification to the existing authority
already  held by the  Sponsoring  Company  and the  Trustee  to  limit  the
frequency of trades, Section 8.4 of the Plan is amended to read as follows:

         8.4  Transfer  Between  Investment  Funds.  A Member  may elect to
transfer all or a portion of his Account and Tax Deferred  Account from one
investment fund option  available under the trust agreement to or among any
other  investment  fund  options  available  under the trust  agreement  by
following  administrative  procedures  prescribed by the Sponsoring Company
and the  Trustee  (acting  either in tandem or  alone),  from time to time.
Those  administrative  procedures  may  include  but are not limited to the
following:
(a)  Requirements  regarding  the minimum  amount a Member may direct to be
     transferred from one investment fund to another;
(b)  Requirements  limiting the frequency  with which a Member may exchange
     amounts  between and among the investment fund options under the trust
     agreement; and
(c)  Other  requirements  that may be necessary or convenient to administer
     the  provisions  of this Section 8.4.
Investment changes under this Section 8.4 are generally effective not later
than the end of the next day  following  the day on which  such  investment
transfer  is  recorded  on the  records of the Trustee and on which the New
York Stock Exchange is open.


         IN  WITNESS  WHEREOF,  the  Sponsoring  Company  has  caused  this
Amendment  No.  3 to  the  Plan  to  be  executed  this  17th   day  of
March, 2004.


ATTEST:                                 ASHLAND INC.


  /s/ Richard Thomas                    By:    /s/ Susan B. Esler
- ------------------------------                 --------------------------------
          Secretary                     Title: Vice President,
                                               Human Resources