Exhibit 10.2
                     Form of Notice of Grant of Non-Qualified Stock Option.


               NOTICE OF GRANT OF NON-QUALIFIED STOCK OPTION
Name of Employee:

Number of Option Shares:

Exercise Price Per Share:           $ 28.1300

Date of Option Grant:               September 19, 2002

Exercise Schedule:                  50% or XX on 09/19/2003
                                    25% or XX on 09/19/2004
                                    25% or XX on 09/19/2005

Expiration Date:                    October 19, 2012

ASHLAND INC ("Ashland") hereby confirms the grant of a non-qualified  stock
option to purchase  shares of Ashland  Common  Stock (the  "Option") to the
above-named  Marathon Ashland Petroleum LLC ("MAP") employee  ("Employee").
This  Option is  granted  under,  and is  subject  to, all of the terms and
conditions  of this  Notice of Grant  and the  Plan.  A copy of the Plan is
attached for your information.

Each  Employee  granted an A ward under this Plan shall agree by his or her
acceptance  of such A ward to  remain in the  service  of MAP,  Ashland  or
Marathon  Oil  Corporation  ("Marathon")  for a period of at least one year
from the date of the Award.  Nothing in the Plan,  or in any Award  granted
pursuant to the Plan, shall confer from Ashland to any individual any right
to continue in the  employment of or service to MAP or interfere in any way
with the right of MAP to terminate the Employee's employment at any time.

In the event the Employee  should transfer from MAP to Ashland or Marathon,
this Option shall continue to vest in accordance with the exercise schedule
described  above and be  governed  by the terms of this Notice of Grant and
the  Plan  and  such  Employee  shall  continue  to  have  all  rights  and
obligations  of an  Employee  as  provided  in this Notice of Grant and the
Plan.

In the event of the Employee's retirement from or death or disability while
employed by MAP,  Ashland or  Marathon,  this option  shall  continue to be
exercisable  until the  expiration  date of this  Option  for the number of
shares which the Employee could have acquired under the Option  immediately
prior to the retirement, death or disability.

In the event the Employee should terminate  employment from MAP, Ashland or
Marathon  for any reason  other than stated  above,  this  Option  shall be
exercisable  until  the  earlier  to occur of the  expiration  date of this
Option or thirty (30) days after  termination only for the number of shares
which the Employee could have acquired under this Option  immediately prior
to termination.

Please  acknowledge  your  receipt of this  Notice by  signing,  dating and
returning  the  enclosed  copy of this  Notice  of Grant to  Carrie  Ramey,
Ashland Inc., 50 E. RiverCenter  Boulevard,  P. 0. Box 391,  Covington,  KY
41012-0391,  on or before November 19, 2002, or the Option will become null
and void.

ASHLAND INC.

By:
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Signature:
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Date:
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