Filed  by  Ashland  Inc.  pursuant  to  Rules  165  and  425
               promulgated  under the  Securities  Act of 1933, as amended,
               and deemed filed pursuant to Rule 14a-12  promulgated  under
               the Securities Exchange Act of 1934, as amended.

                                               SubjectCompany: Ashland Inc.
                                             Commission File No.: 001-02918

        (Excerpt from transcript of Ashland Inc.'s January 25, 2005
               conference call regarding it's first quarter earnings)




===========================================================================

ASH - Q1 2005 Ashland Earnings Conference Call

                                      ***

BILL HENDERSON  - ASHLAND, INC. - DIRECTOR OF INVESTOR RELATIONS


                                    ***

Of course,  the biggest  uncertainty in 2005 is whether Ashland will retain
its 38 percent ownership interest in MAP. As we have previously  disclosed,
discussions  continue with the IRS, but we believe the previously announced
transaction  with  Marathon  is unlikely to close.  If the  transaction  is
terminated,  we would  consider  other  alternatives.  However,  there is a
substantial  risk  that  no  acceptable  alternative  transaction  will  be
identified.

Clearly,  the MAP joint venture has been very successful.  It is our intent
to capture the highest value for our shareholders,  whether that be through
the proposed  transaction,  an alternative  transaction or retention of our
ownership.

Now I  believe  we're  ready to take your  questions.  I'll turn it back to
Bill.
                                    ***

QUESTION AND ANSWER
                                    ***

 ARJUN MURTI  - GOLDMAN SACHS - ANALYST


 Thank you.  It's Arjun Murti.  Just a follow-up  question on MAP,  just to
make sure I'm understanding it correctly. Based on your December 20 update,
it sounds like it's a relatively  small portion of the deal that may have a
taxable nature to it. But even though that is a small  portion,  that would
be enough for you all to terminate the previous  transaction with Marathon.
Is that correct?

James J.  O'Brien:  Let me just speak to that real  quickly.  As far as the
taxable  piece,  obviously,  that's what everybody is focused on right now.
The -- what we're trying to work for the IRS is to resolve  those issues to
determine  how we move forward in that area.  The deal as written -- to our
shareholders,   what  we  agreed  to,  was  a  tax-free   deal  to  Ashland
shareholders.  So that is where we're focused,  to preserve that portion of
the deal and if that is not  possible,  our intent will be to terminate the
transaction.


 ARJUN MURTI  - GOLDMAN SACHS - ANALYST


 And you were  very  clear in terms  of -- it could  terminate,  you  could
renegotiate  something  or  you  could  retain  your  interest.  Obviously,
refining  stock  prices are up, I think,  around 50 percent  since when you
struck this deal. Currently, the expectations are variable and that can, of
course,  change.  Did  your  own view of the  refining  business  -- has it
changed  materially  since when you first brought this transaction in terms
of how do you see the  potential  value  and/or  your  desire  to retain an
ongoing interest in the refining business?

James J. O'Brien:  I think our strategic  attack is the same. Our preferred
course of action would be to complete a transaction. But that's also in the
context,  though, of what that transaction would look like and,  obviously,
the only thing that's been negotiated is this tax- free transaction,  which
is in  front  of the IRS  right  now.  So  anything  beyond  that  would be
speculation  and I really can't address what another  transaction  may look
like.

As far as the value of refining stocks,  obviously, MAP has performed very,
very well and we're  very  proud of the  management  team and what  they've
accomplished.  And it's  just  been  tremendous,  the  amount  of cash that
business  has  been  able to throw  off and  we're  very  proud of that and
pleased to accept that dividend from MAP, when that would occur.  So as far
as our view of MAP, it's a very strong asset, continues to perform, and our
preference  would be to find a solution with  Marathon,  but if not,  we're
very  pleased to  maintain  ownership  of our  portion of MAP.  It's a high
performing asset.


 ARJUN MURTI  - GOLDMAN SACHS - ANALYST


 And just a final one.  On the $591m of cash  that's  built up your  share,
you're  basically  owed that  whether the deal  closes or not.  It's just a
question of timing and getting that $591m?


 BILL HENDERSON  - ASHLAND, INC. - DIRECTOR OF INVESTOR RELATIONS


 Yeah,  Arjun,  that's  basically  correct.  Were -- if the transaction had
terminated on December 30th, we would have received that amount on December
31. But if we do -- if we are able,  in the  unlikely  event  we're able to
turn the IRS around,  the amount of cash we would  receive is the amount of
cash that  existed on the  balance  sheet at the close of the day,  not the
December numbers.

                                    ***

PAUL TING  - UBS WARBURG - ANALYST


 Good morning.  A couple  questions,  please.  First of all, I want to make
sure I understand Jim's comments about the MAP transaction.  In addition to
the tax-free issue, are there any other fundamental valuation issues?

James J.  O'Brien:  Paul,  when you say,  "evaluation  issue," what are you
referring to?


 PAUL TING  - UBS WARBURG - ANALYST


 The fact -- the fundamental transaction price itself is subject to change,
in addition to the tax-related issues.

James J. O'Brien: The project, as it's being evaluated now by the IRS, it's
strictly a tax-related issue.


 PAUL TING  - UBS WARBURG - ANALYST


 Exactly.

James J.  O'Brien:  And that's the only issue that's open on the deal right
now.


 PAUL TING  - UBS WARBURG - ANALYST


 Okay. So, the  fundamental  valuation of the  transaction  has not changed
except the tax issue is still unresolved?

James J. O'Brien: Yes. In this deal, that's correct.


 PAUL TING  - UBS WARBURG - ANALYST


 Okay. Great. Just want -- appreciate that clarification.

James J. O'Brien: Sure.

                                    ***

JEFFREY ZEKAUSKAS  - J.P. MORGAN - ANALYST


 Right.

James  J.  O'Brien:  The  receipt  of  that  cash,  if the  transaction  is
terminated,  we  would  expect  to  receive  the cash  shortly  thereafter,
whatever cash exists at the prior quarter end.


 JEFFREY ZEKAUSKAS  - J.P. MORGAN - ANALYST


 So the meaning of the  termination of the transaction is when the tax-free
transaction is terminated?

James J. O'Brien: Yes.


 JEFFREY ZEKAUSKAS  - J.P. MORGAN - ANALYST


 Okay. And in terms of the disclosure of your  negotiations  with Marathon,
once the tax-free  transaction ends,  assuming that it does end, how do you
have to disclose what's happening with Marathon? That is, when you begin to
negotiate, do you have to discuss that?
Do you have to disclose that?

James J.  O'Brien:  I will  turn that over to our  securities  attorney  to
advise us on what the  disclosure  times are. At this point,  our focus has
been on trying to complete the project we announced in March.  And that has
been our focus.

                                    ***

 MIKE JUDD  - GREENWICH CONSULTANTS - ANALYST


 Okay.  Great.  And then, the other question is again related to the timing
of the IRS conversations and things like that. I guess most of us assume at
this  point  that that will come to an end.  Can you shed some  light as to
whether  that is  likely  to  happen in like a month or is it 2 months or 3
months?

James J.  O'Brien:  Well,  we don't want to speculate  as far as timing.  I
think our December 20th press release,  we said at that point in time, that
we think it is unlikely that the Crease Manas  (phonetic)  transaction will
close,  and we said  that the IRS has  informed  Ashland  Marathon  that it
intends to rule adversely.  Our  communication  subsequent to December 20th
would reinforce the accuracy of those statements.

                                    ***

 PAUL CHENG  - LEHMAN BROTHERS - ANALYST


 Good  morning,  guys. I think that this is for Marvin.  Marvin,  with your
discussion  with IRS,  can you give us some rough idea that what may be the
potential tax liability  based on what they  establish to date or that what
is their position to date? I think your taxable base is about $1.2b, yet we
just apply a simple tax rate base, 37 percent.  That tax liability  depends
on the $630m  (indiscernible)  if no change.  Is that calculation is on the
(inaudible), correct?

James J. O'Brien:  Let me first say that we think our tax basis is probably
a little lower of $1.3b today. It's a little higher. We don't want to start
talking about a tax  liability  because that implies that there is going to
be taxable transaction.  We don't know that there is going to be one and it
also  implies a price.  And to this point,  our focus has been on trying to
turn around the IRS and to go through  the  transaction  that we  announced
back in March.


 PAUL CHENG  - LEHMAN BROTHERS - ANALYST


 No, I fully  understand.  I'm just  saying  that if we base on the current
price,  and  based  on the IRS  current  position,  can you give us a rough
estimate to see if that number is still in the ballpark correct?

James J. O'Brien: What number? The $1.2b?


 PAUL CHENG  - LEHMAN BROTHERS - ANALYST


 No,  the  one  --  the  $630m.  In  other  words,  is  the  entire  amount
(indiscernible)  taxable base is going to be taxable, based on the position
that IRS communicate to you at this point?

James J. O'Brien: Yeah. I don't want to go into that.


 PAUL CHENG  - LEHMAN BROTHERS - ANALYST


 Okay.

James J.  O'Brien:  The ruling  that we've  requested  from the IRS is very
important.  The one issue that is open is a very important issue.  It's not
an immaterial issue, and the requirements to close the transaction are that
we get the -- this particular ruling and we have not yet.


 PAUL CHENG  - LEHMAN BROTHERS - ANALYST


 Okay.  And,  Marvin,  or in this case, it may be for James,  if this whole
process,  I mean,  you don't want to speculate  there's a timeline,  but at
some point,  that you have to make a decision whether you want to continue,
because I don't think you want to continue for 3 or 4 years later.  I mean,
that in your  original  announcement  that you had a June 30,  that line to
whether  you did  that at that  time  (indiscernible)  or that  you  recall
(indiscernible).  Is the June 30th  (indiscernible) or that this is subject
to change?

James J. O'Brien: That is still the deadline.


 PAUL CHENG  - LEHMAN BROTHERS - ANALYST


 That's still the deadline.

James J. O'Brien:  And the transaction  would terminate the earlier of June
30th or if we believe that we will not receive the ruling.


 PAUL CHENG  - LEHMAN BROTHERS - ANALYST


 But your most money will not possibly go into to June 30th?

James J. O'Brien: Well, I don't want to say under no circumstances, but the
document as written is terminated as of June 30th.


                                    ***

 CHI CHOW  - PETRIE PARKMAN - ANALYST


 Right.  Okay. Okay. Great.  Thanks.  And then, Jim, a couple questions for
you.  Hypothetically,  if Ashland were to keep MAP,  would that change your
management structure at all?

James  J.  O'Brien:  As I  went  out  and  talked  about  the -- how we are
organizing  the  company and the focus of the  organization  we have stated
that we view MAP as an excellent  investment  and we look at it as such. We
manage it as an  investment,  we're on the  Board.  Marvin  and I and David
Hausrath  are on the  Board of the  Managers.  And that we  manage it as an
investment and Gary and his team does a tremendous managing the business on
a day-to-day basis. So, as I look at the business,  we would still continue
to be focused on the chemical  sector and the  transportation  sector,  and
actively  move  those  businesses  -- grow  those  businesses  and make the
modifications  to them to improve them on a day in day out basis. So no, it
would not change, my view point, as far as how we'd run the company.


                                    ***

WILLIAM FAIR(PH)  - W.H. REED & COMPANY - ANALYST


 Hi. Good morning, boys. I want to beat this sale issue to death, but if we
could just for one second hope -- I hope this is wrong, but premise the IRS
rules quickly,  on an unfavorable  basis and you are faced with discussions
with our partner. It can be so disruptive to management, time and focus and
attention and issues about  dividends and things like that, is there a time
when  you,  internally  have in your  heart,  to call  off  these  kinds of
discussions. I mean it's kind of like the baseball player who's contract is
expiring  at some  point and you know it can effect  their play  during the
season.  Is there any likelihood that you just have an internal clock or is
this June 30th date a drop-dead date in your mind?

James J.  O'Brien:  Well,  the June  30th date was a date that we put on to
resolve the tax-free transaction.  The phase we're in right now, with these
continued  discussions with the IRS, and I think we've made it fairly clear
that the discussion with the IRS are not encouraging. So, I mean, from that
standpoint it will not go on forever.  We are in that phase,  also, that we
have to use reasonable  effort on both parties to find all possible avenues
to complete this transaction.  That's what we're doing today. So once we --
Marathon and Ashland agrees that there is actually no possible way this can
go forward,  then we will terminate that  transaction and we'll have to see
where it takes us from  there.  Your point is well taken as far as that,  I
don't  believe  that this will go on forever.  Either the two parties  will
agree on some other  transaction that we would negotiate,  or we'll say the
time is not right and move on and run our  businesses.  But, I don't  think
it's going to be a  distraction  that goes through  another  fiscal year. I
think  that,  one way or the  other,  we will face it and  either go into a
other direction or just run the business.


 WILLIAM FAIR(PH)  - W.H. REED & COMPANY - ANALYST


 Not to beat up this  baseball  analogy,  but do you  think  your  refining
marketing players have been distracted from their business,  to any degree,
by this outstanding negotiation?

James J.  O'Brien:  No I think  that this  past  fiscal  year  demonstrates
they've been -- their eye is on the ball and making great decisions and, as
far as  the  MAP  Board  of  Managers,  this  does  not  get in our  way of
discussing  what's best for MAP.  And we sit down and make  decisions  that
will  enhance  the value of that  asset and  enhance  the  position  in the
marketplace. So I don think it's a distraction there either, but where I do
tend to agree with you is that I don't believe this is something  that goes
on forever.


                                    ***


 MICHAEL LEWIS ANALYST


 Hi. How are you? Are there any  limitations on your ability to market your
interest in MAP to anyone else and, if so, what are those?

James J. O'Brien:  Well, under our agreement with Marathon that we executed
back in March -- yes there  are.  And,  that's -- we have a  contract  with
Marathon.


 MICHAEL LEWIS ANALYST


 I'm sorry I meant after -- assuming that this current  transaction were to
be terminated?

James J. O'Brien: We have -- would like to sell the assets or our -- excuse
me -- our percentage of ownership. So, we have some flexibility.


 MICHAEL LEWIS ANALYST


 And do they have a right of first refusal,  or how does that work on their
end?

James J.  O'Brien:  I believe  they do. Quite  frankly I haven't  looked at
that, as of late. It hasn't been on my thought pattern.


 MICHAEL LEWIS ANALYST


 That -- it  doesn't  sound  like  that's one of the  options  that  you're
exploring -- selling it to someone else?

James J. O'Brien: You know I don't want to comment there at all.


                                    ***


FADEL GHEIT  - OPPENHEIMER - ANALYST


 Good morning,  gentlemen. I have a couple of questions right here. I don't
want to beat this man to death.  But, wanted to assume when you started the
discussion the year -- well almost March,  you had Plan A and hopefully you
had a Plan B. Plan A (indiscernible)  Plan B is on no (indiscernible)  IRS.
Now Plan B seems to have (indiscernible). What is Plan B?

James J. O'Brien:  The Plan A, again,  we have not totally given up on Plan
A, and we are continuing to work with the IRS to try to complete Plan A.


 FADEL GHEIT  - OPPENHEIMER - ANALYST


 But isn't it, in a way, wasting your time since you know, almost like, you
are  more  likely  to --  agreed  there  was  failure  at the  end of  this
(indiscernible) period and instead of wasting your precious time for a your
shareholders  take and  Marathon  shareholders  stake  the  uncertainty  is
probably hurting both. Wouldn't you have a parallel  negotiation instead of
waiting for the IRS to move since they are Bureaucrats and (indiscernible).

James J.  O'Brien:  Well,  that's sort of your point of view and right now,
our only real work is being done to complete this transaction.


 FADEL GHEIT  - OPPENHEIMER - ANALYST


 So, but there is no parallel  path.  You are not  discussing the - what if
the IRS indeed deny us the  tax-free  status then we can talk  together and
see  whether or not we can arrive at an  agreement.  You are not doing that
right now?

James J. O'Brien: What we're doing right now is we're working with the IRS,
try to get their approval to complete this  transaction.  That's where both
company's energy and focus is right now.


 FADEL GHEIT  - OPPENHEIMER - ANALYST

 Okay. But you're not talking to each other.

James J. O'Brien: We're talking to the IRS.


                                    ***

FORWARD-LOOKING STATEMENTS
This news release contains forward-looking  statements,  within the meaning
of  Section  27A of the  Securities  Act of  1933  and  Section  21E of the
Securities  Exchange Act of 1934. These statements include those that refer
to Ashland's operating performance, earnings and expectations about the MAP
transaction.  Although  Ashland  believes  its  expectations  are  based on
reasonable assumptions,  it cannot assure the expectations reflected herein
will be achieved. These forward-looking  statements are based upon internal
forecasts and analyses of current and future market  conditions and trends,
management  plans  and  strategies,  weather,  operating  efficiencies  and
economic  conditions,  such  as  prices,  supply  and  demand,  cost of raw
materials,  and legal proceedings and claims  (including  environmental and
asbestos matters) and are subject to a number of risks, uncertainties,  and
assumptions that could cause actual results to differ materially from those
we describe in the forward-looking  statements.  The risks,  uncertainties,
and  assumptions  include the  possibility  that  Ashland will be unable to
fully  realize  the  benefits  anticipated  from the MAP  transaction;  the
possibility  the transaction may not close including as a result of failure
to receive a favorable  ruling from the Internal Revenue Service or failure
of Ashland to obtain the approval of its shareholders; the possibility that
Ashland may be required to modify some aspect of the  transaction to obtain
regulatory approvals;  and other risks that are described from time to time
in the Securities and Exchange  Commission (SEC) reports of Ashland.  Other
factors and risks  affecting  Ashland are contained in Ashland's  Form 10-K
for the fiscal year ended Sept. 30, 2004,  filed with the SEC and available
on Ashland's Investor Relations website at www.ashland.com/investors or the
SEC's  website  at  www.sec.gov.   Ashland   undertakes  no  obligation  to
subsequently update or revise the  forward-looking  statements made in this
news release to reflect events or circumstances after the date of this news
release.

Additional Information about the MAP Transaction
In connection  with the proposed  transaction,  Ashland filed a preliminary
proxy  statement  on  Schedule  14A with  the SEC on June  21,  2004 and an
amended preliminary proxy statement on Schedule 14A on August 31, 2004. ATB
Holdings Inc. and New EXM Inc. filed a registration  statement on Form S-4,
which includes a further amended  preliminary  proxy  statement/prospectus,
with the SEC on October 12, 2004.  Investors and security holders are urged
to read those documents and any other relevant documents filed or that will
be filed with the SEC, including the definitive proxy  statement/prospectus
regarding the proposed  transaction as they become available,  because they
contain,  or will contain,  important  information.  The  definitive  proxy
statement/prospectus  will be filed with the SEC by Ashland,  and  security
holders may obtain a free copy of the definitive proxy statement/prospectus
when it  becomes  available,  and  other  documents  filed  with the SEC by
Ashland,  including the preliminary proxy statement at the SEC's website at
www.sec.gov. The definitive proxy statement/prospectus, and other documents
filed with the SEC by Ashland,  including the preliminary  proxy statement,
may also be  obtained  for free in the SEC  filings  section  on  Ashland's
Investor Relations website at www.ashland.com/investors,  or by directing a
request to Ashland at 50 E.  RiverCenter  Blvd.,  Covington,  KY 41012. The
respective  directors and  executive  officers of Ashland and other persons
may be deemed to be  participants  in solicitation of proxies in respect of
the proposed  transaction.  Information  regarding  Ashland's directors and
executive  officers is available in its proxy  statement filed with the SEC
by Ashland on December 14, 2004. Investors may obtain information regarding
the interests of participants in the  solicitation of proxies in connection
with the transaction referenced in the foregoing information by reading the
definitive proxy statement/prospectus when it becomes available.