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                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                           ----------------------

                                 FORM 10-Q


(Mark One)

|X|  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

              For the quarterly period ended December 31, 2006

                                     OR

|_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

          For the transition period from _________ to ___________


                       Commission file number 1-32532

                                ASHLAND INC.
                          (a Kentucky corporation)
                           I.R.S. No. 20-0865835

                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                       Covington, Kentucky 41012-0391
                      Telephone Number (859) 815-3333


   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  whether the  Registrant  is a large  accelerated
filer, an accelerated filer, or a non-accelerated  filer. See definition of
"accelerated  filer  and  large  accelerated  filer"  in Rule  12b-2 of the
Exchange Act. (Check One):

Large Accelerated Filer |X| Accelerated Filer |_| Non-Accelerated Filer |_|

   Indicate by check mark  whether the  Registrant  is a shell  company (as
defined in Rule 12b-2 of the Exchange Act). Yes |_| No |X|

   At December  31,  2006,  there were  62,637,469  shares of  Registrant's
Common Stock outstanding.


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                       PART I - FINANCIAL INFORMATION
                       ------------------------------

ITEM 1.  FINANCIAL STATEMENTS



------------------------------------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
------------------------------------------------------------------------------------------------------
                                                                               Three months ended
                                                                                   December 31
                                                                            --------------------------
(In millions except per share data - unaudited)                                   2006           2005
------------------------------------------------------------------------------------------------------
                                                                                     
REVENUES
  Sales and operating revenues                                              $    1,803     $    1,686
  Equity income                                                                      4              2
  Other income                                                                       6              8
                                                                            -----------    -----------
                                                                                 1,813          1,696
COSTS AND EXPENSES
  Cost of sales and operating expenses                                           1,489          1,397
  Selling, general and administrative expenses                                     266            253
                                                                            -----------    -----------
                                                                                 1,755          1,650
                                                                            -----------    -----------
OPERATING INCOME                                                                    58             46
  Gain on the MAP Transaction (a)                                                    -              2
  Net interest and other financing income                                           16             10
                                                                            -----------    -----------
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES                               74             58
  Income taxes                                                                     (21)           (23)
                                                                            -----------    -----------
INCOME FROM CONTINUING OPERATIONS                                                   53             35
  Income (loss) from discontinued operations (net of income taxes) (b)              (4)            31
                                                                            -----------    -----------
NET INCOME                                                                  $       49     $       66
                                                                            ===========    ===========
BASIC EARNINGS PER SHARE - Note H
  Income from continuing operations                                         $      .82     $      .49
  Income (loss) from discontinued operations                                      (.06)           .43
                                                                            -----------    -----------
  Net income                                                                $      .76     $      .92
                                                                            ===========    ===========
DILUTED EARNINGS PER SHARE - Note H
  Income from continuing operations                                         $      .81     $      .48
  Income (loss) from discontinued operations                                      (.06)           .43
                                                                            -----------    -----------
  Net income                                                                $      .75     $      .91
                                                                            ===========    ===========

DIVIDENDS PAID PER COMMON SHARE                                             $     .275     $     .275

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(a)  "MAP  Transaction"  refers to the June 30, 2005  transfer of Ashland's
     38% interest in Marathon Ashland Petroleum LLC (MAP), Ashland's maleic
     anhydride  business  and 60  Valvoline  Instant Oil Change  centers in
     Michigan  and  northwest  Ohio  to  Marathon  Oil   Corporation  in  a
     transaction valued at approximately $3.7 billion.
(b)  Ashland  sold APAC to  Oldcastle  Materials,  Inc.  in August 2006 for
     approximately  $1.3  billion.  After-tax  operating  results  of APAC,
     excluding  previously  allocated  corporate  costs,  are  reflected in
     discontinued operations, with prior period restated.


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     2



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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
-----------------------------------------------------------------------------------------------------------------------------
                                                                                December 31     September 30     December 31
(In millions - unaudited)                                                              2006             2006            2005
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                        
                                   ASSETS
                                   ------
CURRENT ASSETS
  Cash and cash equivalents                                                     $       516     $      1,820     $       601
  Available-for-sale securities                                                         436              349             479
  Accounts receivable                                                                 1,385            1,441           1,226
  Allowance for doubtful accounts                                                       (44)             (40)            (35)
  Inventories - Note F                                                                  580              532             499
  Deferred income taxes                                                                  76               93              66
  Other current assets                                                                   65               55              80
  Current assets of discontinued operations                                               -                -             472
                                                                                ------------    -------------    ------------
                                                                                      3,014            4,250           3,388
INVESTMENTS AND OTHER ASSETS
  Goodwill and other intangibles                                                        377              310             231
  Asbestos insurance receivable (noncurrent portion)                                    440              444             363
  Deferred income taxes                                                                 189              186             222
  Other noncurrent assets                                                               443              450             478
  Noncurrent assets of discontinued operations                                            -                -             967
                                                                                ------------    -------------    ------------
                                                                                      1,449            1,390           2,261
PROPERTY, PLANT AND EQUIPMENT
  Cost                                                                                2,042            2,007           1,848
  Accumulated depreciation and amortization                                          (1,079)          (1,057)         (1,015)
                                                                                ------------    -------------    ------------
                                                                                        963              950             833
                                                                                ------------    -------------    ------------

                                                                                $     5,426     $      6,590     $     6,482
                                                                                ============    =============    ============

                    LIABILITIES AND STOCKHOLDERS' EQUITY
                    ------------------------------------
CURRENT LIABILITIES
  Current portion of long-term debt                                             $         7     $         12     $        12
  Trade and other payables                                                            1,059            1,302           1,025
  Dividends payable                                                                       -              674               -
  Income taxes                                                                           10               53               2
  Current liabilities of discontinued operations                                          -                -             203
                                                                                ------------    -------------    ------------
                                                                                      1,076            2,041           1,242
NONCURRENT LIABILITIES
  Long-term debt (less current portion)                                                  70               70              77
  Employee benefit obligations                                                          303              313             394
  Asbestos litigation reserve (noncurrent portion)                                      577              585             512
  Other long-term liabilities and deferred credits                                      522              485             483
  Noncurrent liabilities of discontinued operations                                       -                -              88
                                                                                ------------    -------------    ------------
                                                                                      1,472            1,453           1,554

STOCKHOLDERS' EQUITY                                                                  2,878            3,096           3,686
                                                                                ------------    -------------    ------------

                                                                                $     5,426     $      6,590     $     6,482
                                                                                ============    =============    ============


SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     3




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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED STOCKHOLDERS' EQUITY
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                Accumulated
                                                                                                      other
                                                    Common        Paid-in       Retained      comprehensive
(In millions - unaudited)                            stock        capital       earnings               loss (a)        Total
-----------------------------------------------------------------------------------------------------------------------------
                                                                                                   
BALANCE AT SEPTEMBER 30, 2005                   $        1     $      605     $    3,251         $     (118)      $    3,739
  Total comprehensive income (b)                                                      66                (12)              54
  Cash dividends                                                                     (20)                                (20)
  Issued 164,203 common shares under
    stock incentive and other plans (c)                                 9                                                  9
  Repurchase of 1,764,730 common shares                               (96)                                               (96)
                                                -----------    -----------    -----------        -----------      -----------
BALANCE AT DECEMBER 31, 2005                    $        1     $      518     $    3,297         $     (130)      $    3,686
                                                ===========    ===========    ===========        ===========      ===========

BALANCE AT SEPTEMBER 30, 2006                   $        1     $      240     $    2,899         $      (44)      $    3,096
  Total comprehensive income (b)                                                      49                 11               60
  Cash dividends                                                       (1)           (17)                                (18)
  Issued 492,303 common shares under
    stock incentive and other plans (c)                                28                                                 28
  Repurchase of 4,712,000 common shares                              (267)           (21)                               (288)
                                                -----------    -----------    -----------        -----------      -----------
BALANCE AT DECEMBER 31, 2006                    $        1     $        -     $    2,910         $      (33)      $    2,878
                                                ===========    ===========    ===========        ===========      ===========

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(a)  At December 31, 2006 and 2005,  the  accumulated  other  comprehensive
     loss (after tax) of $33 million for 2006 and $130 million for 2005 was
     comprised of a minimum pension  liability of $113 million for 2006 and
     $160 million for 2005, net unrealized translation gains of $81 million
     for 2006 and $31 million for 2005, and net  unrealized  losses on cash
     flow hedges of $1 million for 2006 and $1 million for 2005.
(b)  Reconciliations  of net income to total  comprehensive  income follow.


                                                                                                       Three months ended
                                                                                                           December 31
                                                                                                 ------------------------------
     (In millions)                                                                                     2006               2005
     --------------------------------------------------------------------------------------------------------------------------
                                                                                                              
     Net income                                                                                  $       49         $       66
     Unrealized translation adjustments                                                                   9                (11)
         Related tax benefits                                                                             1                  -
     Net unrealized gains (losses) on cash flow hedges                                                    1                 (1)
                                                                                                 -----------        -----------
     Total comprehensive income                                                                  $       60         $       54
                                                                                                 ===========        ===========
   ----------------------------------------------------------------------------------------------------------------------------

(c)  Includes  income tax  benefits  resulting  from the  exercise of stock
     options  of $8  million  in fiscal  year 2007 and $2 million in fiscal
     year 2006.

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     4




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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
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                                                                                                       Three months ended
                                                                                                           December 31
                                                                                                 ------------------------------
(In millions - unaudited)                                                                              2006               2005
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                              
CASH FLOWS FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
  Net income                                                                                     $       49         $       66
  Loss (income) from discontinued operations (net of income taxes)                                        4                (31)
  Adjustments to reconcile income from continuing operations to
    cash flows from operating activities
      Depreciation and amortization                                                                      28                 25
      Deferred income taxes                                                                              11                 39
      Equity income from affiliates                                                                      (4)                (2)
      Distributions from equity affiliates                                                                2                  1
      (Gain) on the MAP Transaction                                                                       -                 (2)
      Change in operating assets and liabilities (a)                                                   (212)              (306)
      Other items                                                                                         -                 (1)
                                                                                                 -----------        -----------
                                                                                                       (122)              (211)
CASH FLOWS FROM FINANCING ACTIVITIES FROM CONTINUING OPERATIONS
  Proceeds from issuance of common stock                                                                 13                  4
  Excess tax benefits related to share-based payments                                                     6                  1
  Repayment of long-term debt                                                                            (5)                (5)
  Repurchase of common stock                                                                           (288)               (96)
  Cash dividends paid                                                                                  (692)               (20)
                                                                                                 -----------        -----------
                                                                                                       (966)              (116)
CASH FLOWS FROM INVESTING ACTIVITIES FROM CONTINUING OPERATIONS
  Additions to property, plant and equipment                                                            (35)               (25)
  Purchase of operations - net of cash acquired                                                         (73)                 -
  Purchases of available-for-sale securities                                                           (286)              (227)
  Proceeds from sales and maturities of available-for-sale securities                                   207                152
  Other - net                                                                                             2                  3
                                                                                                 -----------        -----------
                                                                                                       (185)               (97)
                                                                                                 -----------        -----------
CASH USED BY CONTINUING OPERATIONS                                                                   (1,273)              (424)
  Cash (used) provided by discontinued operations
      Operating cash flows                                                                               (4)                64
      Investing cash flows                                                                              (27)               (24)
                                                                                                 -----------        -----------
DECREASE IN CASH AND CASH EQUIVALENTS                                                                (1,304)              (384)

CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD                                                       1,820                985
                                                                                                 -----------        -----------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                                        $      516         $      601
                                                                                                 ===========        ===========
-------------------------------------------------------------------------------------------------------------------------------

(a) Excludes changes resulting from operations acquired or sold.

SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.

                                     5


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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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NOTE A - BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements
     have been prepared in accordance  with generally  accepted  accounting
     principles for interim financial reporting and Securities and Exchange
     Commission  regulations.  In the opinion of management all adjustments
     (consisting of normal recurring accruals)  considered  necessary for a
     fair  presentation  have been included.  These condensed  consolidated
     financial  statements  should be read in  conjunction  with  Ashland's
     Annual  Report on Form 10-K for the fiscal  year ended  September  30,
     2006.  Results of operations  for the period ended  December 31, 2006,
     are not necessarily  indicative of results to be expected for the year
     ending  September  30,  2007.  Certain  prior  period  data  has  been
     reclassified in the condensed  consolidated  financial  statements and
     accompanying footnotes to conform to current period presentation.

     On August 28,  2006,  Ashland  completed  the sale of the stock of its
     wholly owned subsidiary, Ashland Paving And Construction, Inc. (APAC),
     to Oldcastle Materials,  Inc.  (Oldcastle).  The operating results and
     assets  and  liabilities  related  to  APAC  have  been  reflected  as
     discontinued   operations  in  the  condensed  consolidated  financial
     statements for all periods presented.  Unless otherwise noted, amounts
     in these Notes to Condensed  Consolidated Financial Statements exclude
     amounts attributable to discontinued operations.

     In June 2006, Ashland redefined its reportable business segments as it
     continues  to evolve  into a  diversified,  global  chemical  company.
     Performance Materials and Water Technologies,  formerly combined under
     Ashland Specialty Chemical,  have now been separately  disclosed since
     these businesses serve different markets and recent  acquisitions have
     made  Water  Technologies  a much  larger  and more  distinct  part of
     Ashland. Performance Materials includes three related business groups:
     Composite  Polymers,  Casting  Solutions,  and Specialty  Polymers and
     Adhesives.  Water  Technologies  also includes three related  business
     groups:  Drew Industrial,  Drew Marine,  and Environmental and Process
     Solutions  (which is the  business  acquired  from  Degussa  AG in May
     2006).   Disclosing   Performance  Materials  and  Water  Technologies
     separately  provides  greater  visibility  to  Ashland's  strategy  of
     expanding its products,  services and geographical reach in key market
     segments  where it competes.  For further  information on this revised
     disclosure see "Information by Industry Segment" immediately following
     the Notes to Condensed  Consolidated  Financial Statements on pages 15
     and 16 of this  document.  Prior  periods  have been  conformed to the
     current period presentation.

     The  preparation  of  Ashland's   condensed   consolidated   financial
     statements  requires management to make estimates and assumptions that
     affect  the  reported  amounts of assets,  liabilities,  revenues  and
     expenses,  and the disclosures of contingent  assets and  liabilities.
     Significant  items that are subject to such estimates and  assumptions
     include long-lived assets, employee benefit obligations, income taxes,
     reserves  and  associated  receivables  for  asbestos  litigation  and
     environmental remediation.  Although management bases its estimates on
     historical  experience and various other assumptions that are believed
     to be reasonable under the circumstances,  actual results could differ
     significantly  from  the  estimates  under  different  assumptions  or
     conditions.

NOTE B - NEW ACCOUNTING STANDARDS

     In September  2006, the Financial  Accounting  Standards  Board (FASB)
     issued  Financial  Accounting  Standard No. 157 (FAS 157), "Fair Value
     Measurements,"  which defines fair value,  establishes a framework for
     measuring fair value in generally accepted accounting principles,  and
     expands  disclosures  about fair value  measurements.  This  Statement
     applies under other accounting  pronouncements  that require or permit
     fair value  measurements  since the FASB has  previously  concluded in
     those  accounting  pronouncements  that  fair  value  is the  relevant
     measurement  attribute.  FAS 157  becomes  effective  for  Ashland  on
     October 1, 2008.  Ashland is currently  in the process of  determining
     the  effect,  if  any,  the  adoption  of FAS  157  will  have  on the
     consolidated financial statements.

     In September 2006, the FASB issued Financial  Accounting  Standard No.
     158 (FAS 158),  "Employers' Accounting for Defined Benefit Pension and
     Other Postretirement Plans," which requires an employer to

                                     6


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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE B - NEW ACCOUNTING STANDARDS (CONTINUED)

     recognize the  overfunded or underfunded  status of a defined  benefit
     pension or other postretirement plan (other than a multiemployer plan)
     as an asset or  liability  in its  Consolidated  Balance  Sheet and to
     recognize  changes  in that  funded  status  in the year in which  the
     changes occur through accumulated other comprehensive income, which is
     a component of stockholders'  equity. FAS 158 also requires additional
     disclosures  in the  notes to the  consolidated  financial  statements
     about  certain  effects  on net  periodic  benefit  costs for the next
     fiscal  year  that  arise  from  delayed  recognition  of the gains or
     losses,  prior  service  costs or  credits,  and  transition  asset or
     obligation. FAS 158 is effective for Ashland on September 30, 2007 and
     will not have an impact on the Statement of Consolidated  Income,  but
     will  affect  Ashland's  Consolidated  Balance  Sheet.  If Ashland had
     adopted  this  statement  as of  September  30,  2006,  it would  have
     increased   accrued  benefit   liabilities  by  $117  million  with  a
     corresponding  deferred  tax  asset  increase  of $46  million  and an
     additional  reduction in accumulated other comprehensive income of $71
     million.

     In June  2006,  the  FASB  issued  Interpretation  No.  48  (FIN  48),
     "Accounting  for  Uncertainty in Income Taxes," an  interpretation  of
     FASB  Statement  No.  109,  "Accounting  for  Income  Taxes."  FIN  48
     prescribes a minimum recognition  threshold and measurement  attribute
     for the financial  statement  recognition  of a tax position  taken or
     expected to be taken in a tax return. FIN 48 also provides guidance on
     derecognition,  classification,  interest and penalties, accounting in
     interim periods, disclosure, and transition for tax related positions.
     FIN 48 becomes  effective  for Ashland on October 1, 2007.  Ashland is
     currently  in the  process of  determining  the  effect,  if any,  the
     adoption of FIN 48 will have on the consolidated financial statements.

NOTE C - DISCONTINUED OPERATIONS

     As described in Note D of Ashland's Annual Report on Form 10-K for the
     fiscal year ended  September 30, 2006,  Ashland  completed the sale of
     the stock of its wholly owned subsidiary, APAC, to Oldcastle on August
     28, 2006.  The sale price of $1.30 billion was subject to  adjustments
     for  changes  in working  capital  and  certain  other  accounts  from
     September 30, 2005, until the closing date. Oldcastle paid $34 million
     at closing as a preliminary estimate of the working capital adjustment
     that was  subsequently  calculated at $7 million.  During the December
     2006 quarter,  Ashland  repaid $25 million of the  estimated  purchase
     price  adjustment to  Oldcastle.  Per the  agreement,  Oldcastle has a
     defined  period of time to review this  working  capital  calculation;
     therefore,  future  adjustments  to the gain on the sale are  possible
     until  final  approval  is  received.  Ashland's  Board  of  Directors
     authorized  that  substantially  all of the  $1.23  billion  after-tax
     proceeds of the sale of APAC be  distributed  to the  shareholders  of
     Ashland  by  funding  the   completion  of  the  then  existing  share
     repurchase authorization, an additional repurchase authorization and a
     one time  special  dividend.  For further  information  on the special
     dividend and share repurchase programs see Note J - Capital Stock.

     The total  gain on the sale of APAC  recorded  in the  September  2006
     quarter,  including  a pension  and other  postretirement  curtailment
     gain,  amounted to $162 million pretax and $110 million after-tax.  In
     the December 2006 quarter  subsequent  post-closing  adjustments  were
     made to the gain,  which  adjusted  the total  gain on sale of APAC to
     $162 million pretax and $105 million after-tax.

     APAC qualifies as discontinued operations under FASB Statement No. 144
     (FAS 144),  "Accounting  for the  Impairment or Disposal of Long-Lived
     Assets."  Accordingly,  the  results,  net  of  tax,  and  assets  and
     liabilities of  discontinued  operations  are presented  separately in
     Ashland's condensed consolidated financial statements and the notes to
     condensed  consolidated  financial  statements  have been  adjusted to
     reflect   discontinued   operations.   The  amounts   eliminated  from
     continuing   operations  did  not  include  allocations  of  corporate
     expenses included in the selling,  general and administrative expenses
     caption in the  Statements  of  Consolidated  Income  and the  related
     combined  39%  U.S.  federal  (35%)  and  state  (4%,  net of  federal
     deductions)  statutory  income tax  benefits of such  expenses.  These
     corporate expenses were $10 million for the December 2005 quarter.  In
     accordance with a consensus of the Emerging Issues Task Force

                                     7


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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE C - DISCONTINUED OPERATIONS (CONTINUED)

     (EITF 87-24),  allocations  of general  corporate  overhead may not be
     allocated  to   discontinued   operations   for  financial   statement
     presentation.

     Due to  refinements  in the  working  capital  calculation  and  other
     post-closing  adjustments,  the gain may  continue  to be  adjusted in
     future  periods.  Adjustments  to the gain  will be  reflected  in the
     quarter  they  are  determined   and  recorded  in  the   discontinued
     operations caption in the Statements of Consolidated Income.

     Components of amounts in the Statements of Consolidated Income related
     to  discontinued  operations are presented in the following  table for
     the three months ended December 31, 2006 and 2005.



     ---------------------------------------------------------------------------------------------------
     (In millions)                                                                   2006          2005
     ---------------------------------------------------------------------------------------------------
                                                                                        
     REVENUES FROM DISCONTINUED OPERATIONS
       APAC                                                                     $       -     $     733
     INCOME FROM DISCONTINUED OPERATIONS (NET OF INCOME TAXES)
       APAC                                                                             -            31
     LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS (NET OF INCOME TAXES)
       APAC                                                                            (4)            -


NOTE D - ACQUISITIONS AND DIVESTITURES

     ACQUISITIONS

     In December 2006, Performance Materials acquired Northwest Coatings of
     Oak Creek,  Wisconsin,  a formulator and manufacturer of adhesives and
     coatings    employing    ultraviolet   and   electron   beam   (UV/EB)
     polymerization   technologies   from  Caltius  Equity  Partners.   The
     transaction,   which  includes  production  facilities  in  Milwaukee,
     Wisconsin and Greensboro,  North Carolina,  was valued at $74 million.
     At  the  time  this  purchase  transaction  was  announced,  Northwest
     Coatings had trailing twelve month sales of approximately $40 million.
     The results of Northwest  Coatings  are  included in the  Statement of
     Consolidated Income from the date of acquisition.

     In May 2006,  Ashland acquired the water treatment business of Degussa
     AG  (Degussa),   branded  under  the   Stockhausen   name,  with  five
     manufacturing  facilities operating in Germany,  China, Brazil, Russia
     and  the  United  States.   The  acquisition  allows  Ashland's  Water
     Technologies  segment to expand its technology base,  product line and
     service  levels  while  continuing  to  develop  its  presence  in key
     emerging international markets. For its fiscal year ended December 31,
     2005,  Degussa  reported sales and operating  revenues  (translated to
     U.S. dollars) of $258 million and operating income of $10 million. The
     transaction,  denominated in Euros,  was valued at $162 million at the
     exchange rate on the acquisition date. For further  information on the
     purchase price  allocation of this transaction see Note L in Ashland's
     Annual  Report on Form 10-K for the fiscal  year ended  September  30,
     2006.

     DIVESTITURES

     On August 28,  2006,  Ashland  completed  the sale of the stock of its
     wholly owned subsidiary, Ashland Paving And Construction, Inc. (APAC),
     to Oldcastle Materials,  Inc.  (Oldcastle).  The operating results and
     assets  and  liabilities  related  to  APAC  have  been  reflected  as
     discontinued   operations  in  the  condensed  consolidated  financial
     statements for all periods presented.  For further information on this
     transaction see Note C - Discontinued Operations.

                                     8


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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE E - DEBT DEFEASANCE

     During the December 2005 quarter  Ashland entered into an in-substance
     defeasance of approximately $49 million to repay current and long-term
     debt that had a carrying  value of $44 million on the balance sheet as
     of  December  31,  2005.  Because  the  transaction  was  not a  legal
     defeasance  the  investment  has been  placed into a trust and will be
     exclusively restricted to future obligations and repayments related to
     these debt  instruments.  The investments  have been classified on the
     balance sheet as other current assets or other noncurrent assets based
     on the contractual debt repayment schedule.  The carrying value of the
     investments  to  defease  debt,   including  other  defeasements  that
     occurred in fiscal  2005,  at December 31, 2006 was $45 million and at
     September 30, 2006 was $51 million.  The carrying value of the debt at
     December  31, 2006 was $39 million  and $44 million at  September  30,
     2006.

NOTE F - INVENTORIES

     Inventories  are  carried  at the  lower  of cost or  market.  Certain
     chemicals,  plastics  and  lubricants  are  valued  at cost  using the
     last-in, first-out (LIFO) method. The remaining inventories are stated
     at cost using the  first-in,  first-out  (FIFO) method or average cost
     method  (which  approximates  FIFO).  The following  table  summarizes
     Ashland's  inventories  as  of  the  reported  Condensed  Consolidated
     Balance Sheet dates.




     -------------------------------------------------------------------------------------------------------------------
                                                                           December 31     September 30     December 31
     (In millions)                                                                2006             2006            2005
     -------------------------------------------------------------------------------------------------------------------
                                                                                                   
     Chemicals and plastics                                                $       577     $        540     $       497
     Lubricants                                                                     94               84              88
     Other products and supplies                                                    53               55              56
     Excess of replacement costs over LIFO carrying values                        (144)            (147)           (142)
                                                                           ------------    -------------    ------------
                                                                           $       580     $        532     $       499
                                                                           ============    =============    ============


NOTE G - GOODWILL AND OTHER INTANGIBLES

     In accordance  with FASB  Statement  No. 142 (FAS 142),  "Goodwill and
     Other  Intangible  Assets,"  Ashland  conducts  an annual  review  for
     impairment.  Impairment is to be examined  more  frequently if certain
     indicators  are  encountered.  In  accordance  with FAS  142,  Ashland
     reviewed  goodwill for impairment based on reporting units,  which are
     defined as operating  segments or groupings  of  businesses  one level
     below the  operating  segment  level.  Ashland has  completed its most
     recent annual goodwill  impairment test required by FAS 142 as of July
     1, 2006 and has determined that no impairment exists. The following is
     a  progression  of  goodwill  by segment  for the three  months  ended
     December 31, 2006. There was no significant  goodwill activity for the
     three months ended December 31, 2005.



     -------------------------------------------------------------------------------------------------------------------
                                      Performance                                                    Water
     (In millions)                      Materials        Distribution        Valvoline        Technologies        Total
     -------------------------------------------------------------------------------------------------------------------
                                                                                                 
     Balance at September 30, 2006    $      110        $          1         $     29         $        70       $   210
     Acquisitions                             47                   -                -                   1            48
     Currency translation adjustment           1                   -                -                   1             2
                                      -----------       -------------        ---------        ------------      --------
     Balance at December 31, 2006     $      158        $          1         $     29         $        72       $   260
                                      ===========       =============        =========        ============      ========


     Intangible  assets consist of trademarks and trade names,  patents and
     licenses,  non-compete agreements, sale contracts,  customer lists and
     intellectual  property.  Intangibles  are amortized on a straight-line
     basis over their  estimated  useful lives.  The cost of trademarks and
     trade names is amortized principally over 10 to 25 years, intellectual
     property over 5 to 17 years and other  intangibles over 3 to 30 years.
     Ashland reviews  intangible  assets for possible  impairment  whenever
     events or changes in circumstances  indicate that carrying amounts may
     not be recoverable.  Intangible assets were comprised of the following
     as of December 31, 2006 and 2005.

                                     9



---------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE G - GOODWILL AND OTHER INTANGIBLES (CONTINUED)



     ---------------------------------------------------------------------------------------------------------------------
                                                           2006                                      2005
                                          --------------------------------------    --------------------------------------
                                             Gross                           Net       Gross                           Net
                                          carrying      Accumulated     carrying    carrying      Accumulated     carrying
     (In millions)                          amount     amortization       amount      amount     amortization       amount
     ---------------------------------------------------------------------------    --------------------------------------
                                                                                                
     Trademarks and trade names           $     64     $       (20)     $     44    $     55     $       (19)     $     36
     Intellectual property                      40              (6)           34          19              (4)           15
     Other intangibles                          50             (11)           39          24              (8)           16
                                          --------     ------------     --------    --------     ------------     --------
     Total intangible assets              $    154     $       (37)     $    117    $     98     $       (31)     $     67
                                          ========     ============     ========    ========     ============     ========


     Amortization  expense  recognized on  intangible  assets for the three
     months  ended  December  31 was $3 million for 2006 and $1 million for
     2005. As of December 31, 2006, all of Ashland's intangible assets that
     had  a  carrying  value  were  being  amortized   except  for  certain
     trademarks and trade names that currently have been determined to have
     indefinite  lives.  These  assets had a balance  of $32  million as of
     December  31,  2006  and $23  million  as of  December  31,  2005.  In
     accordance  with FAS 142,  Ashland  annually  reviews  these assets to
     determine  whether  events and  circumstances  continue to support the
     indefinite  useful  life.  Estimated  amortization  expense for future
     periods is $11 million in 2007 (includes  three months actual and nine
     months  estimated),  $11  million in 2008,  $10  million  in 2009,  $7
     million in 2010 and $6 million in 2011.

NOTE H - EARNINGS PER SHARE

     Following is the  computation of basic and diluted  earnings per share
     (EPS) from continuing operations.



     ---------------------------------------------------------------------------------------------------------------------
                                                                                                    Three months ended
                                                                                                       December 31
                                                                                                --------------------------
     (In millions except per share data)                                                              2006           2005
     ---------------------------------------------------------------------------------------------------------------------
                                                                                                         
     NUMERATOR
     Numerator for basic and diluted EPS - Income
       from continuing operations                                                               $       53     $       35
                                                                                                ===========    ===========
     DENOMINATOR
     Denominator for basic EPS - Weighted average
       common shares outstanding                                                                        64             72
     Common shares issuable upon exercise of stock options and stock appreciation rights                 1              1
                                                                                                -----------    -----------
     Denominator for diluted EPS - Adjusted weighted
       average shares and assumed conversions                                                           65             73
                                                                                                ===========    ===========
     EPS FROM CONTINUING OPERATIONS
       Basic                                                                                    $      .76     $      .92
       Diluted                                                                                  $      .75     $      .91


                                     10


---------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE I - EMPLOYEE BENEFIT PLANS

     Presently,  Ashland  anticipates  contributing $51 million to its U.S.
     pension  plans and $7 million to its  non-U.S.  pension  plans  during
     fiscal 2007.  As of December 31,  2006,  contributions  of $20 million
     have been made to the U.S. plans and $1 million to the non-U.S. plans.
     The  following  table  details  the  components  of pension  and other
     postretirement benefit costs.



     ------------------------------------------------------------------------------------------------
                                                                               Other postretirement
                                                     Pension benefits                benefits
                                                 ------------------------    ------------------------
     (In millions)                                    2006          2005          2006          2005
     ------------------------------------------------------------------------------------------------
                                                                               
     THREE MONTHS ENDED DECEMBER 31
     Service cost                                $       9     $      15     $       1     $       2
     Interest cost                                      19            21             3             3
     Expected return on plan assets                    (21)          (25)            -             -
     Amortization of prior service credit                -             -            (1)           (2)
     Amortization of net actuarial loss                  5            10             -             -
                                                 ----------    ----------    ----------    ----------
                                                 $      12     $      21     $       3     $       3
                                                 ==========    ==========    ==========    ==========


NOTE J - CAPITAL STOCK

     On September  14, 2006  Ashland's  Board of Directors  authorized  the
     distribution  of a substantial  portion of the proceeds of the sale of
     APAC to the Ashland Common Stock  shareholders  as a one-time  special
     dividend.  Each shareholder of record as of October 10, 2006, received
     $10.20 per share, for a total of $674 million. This amount was accrued
     as dividends  payable in the Condensed  Consolidated  Balance Sheet at
     September 30, 2006.  Substantially all of the remaining  proceeds were
     directed to be used to repurchase  Ashland  Common Stock in accordance
     with the terms  authorized  by  Ashland's  Board of  Directors  and as
     further described below.

     The stock  repurchases  were made pursuant to two  different  programs
     authorized  by  Ashland's  Board  of  Directors.  The  first  program,
     originally approved on July 21, 2005,  authorized the purchase of $270
     million of Ashland common stock in the open market.  After 3.5 million
     shares at a cost of $196 million had been purchased  under the initial
     authorization,  on January  25,  2006,  Ashland's  Board of  Directors
     increased the remaining authorization by $176 million to $250 million.
     As of September 14, 2006,  Ashland had completed all repurchases to be
     made under this program.

     The second program was  authorized by Ashland's  Board of Directors on
     September 14, 2006,  employing the remaining  after-tax  proceeds from
     the sale of APAC to repurchase  up to an additional 7 million  shares.
     To facilitate  this repurchase  program,  Ashland entered into a stock
     trading plan with Credit Suisse  Securities (USA) LLC (Credit Suisse).
     The stock  trading  plan,  amended and restated on September 20, 2006,
     allowed  Credit Suisse to make daily  repurchases of stock starting on
     October 2, 2006, in accordance with the  instructions set forth in the
     filed plan and within the safe harbor from insider  trading  liability
     provided under Exchange Act Rule 10b5-1.

     Ashland  repurchased  4.7  million  shares  for  $288  million  in the
     December  2006  quarter and 1.8 million  shares for $96 million in the
     December  2005  quarter.  Since the  inception of the first  described
     share  repurchase  program on July 21, 2005 through the  completion of
     the second share  repurchase  program on December  19,  2006,  Ashland
     repurchased a total of 13.2 million  shares at a cost of $793 million.
     These repurchases represent approximately 18% of shares outstanding on
     June 30,  2005.  The stock  repurchase  actions  are  consistent  with
     certain representations of intent made to the Internal Revenue Service
     with respect to the transfer of MAP.

                                     11


---------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE K - LITIGATION, CLAIMS AND CONTINGENCIES

     ASBESTOS-RELATED LITIGATION

     Ashland is subject to liabilities from claims alleging personal injury
     caused by exposure to  asbestos.  Such claims  result  primarily  from
     indemnification  obligations undertaken in 1990 in connection with the
     sale  of  Riley  Stoker  Corporation  (Riley),  a  former  subsidiary.
     Although Riley was neither a producer nor a manufacturer  of asbestos,
     its industrial boilers contained some  asbestos-containing  components
     provided by other companies.

     A summary of asbestos  claims  activity  follows.  Because  claims are
     frequently filed and settled in large groups, the amount and timing of
     settlements and number of open claims can fluctuate significantly from
     period to period.



     --------------------------------------------------------------------------------------------------------------------
                                                     Three months ended
                                                         December 31                     Years ended September 30
                                                  --------------------------     ----------------------------------------
     (In thousands)                                    2006            2005           2006           2005           2004
     --------------------------------------------------------------------------------------------------------------------
                                                                                                
     Open claims - beginning of period                  162             184            184            196            198
     New claims filed                                     1               2              6             12             29
     Claims settled                                       -              (1)            (3)            (6)            (7)
     Claims dismissed                                   (12)             (4)           (25)           (18)           (24)
                                                  ----------     -----------     ----------     ----------     ----------
     Open claims - end of period                        151             181            162            184            196
                                                  ==========     ===========     ==========     ==========     ==========


     Since October 1, 2003,  Riley has been dismissed as a defendant in 82%
     of the resolved claims.  Amounts spent on litigation defense and claim
     settlements averaged $686 per claim resolved in the three months ended
     December  31,  2006,  compared  to $1,961 in the  three  months  ended
     December 31, 2005,  and annual  averages of $1,428 in 2006,  $1,985 in
     2005 and $1,655 in 2004.  A  progression  of activity in the  asbestos
     reserve is presented in the following table.




     --------------------------------------------------------------------------------------------------------------------
                                                     Three months ended
                                                         December 31                     Years ended September 30
                                                  --------------------------     ----------------------------------------
     (In millions)                                    2006            2005           2006           2005           2004
     --------------------------------------------------------------------------------------------------------------------
                                                                                                
     Asbestos reserve - beginning of period       $     635      $      571      $     571      $     618      $     610
     Expense incurred                                     -               -            104              -             59
     Amounts paid                                        (8)             (9)           (40)           (47)           (51)
                                                  ----------     -----------     ----------     ----------     ----------
     Asbestos reserve - end of period             $     627      $      562      $     635      $     571      $     618
                                                  ==========     ===========     ==========     ==========     ==========


     Ashland  retained  Hamilton,  Rabinovitz & Alschuler,  Inc.  (HR&A) to
     assist  in  developing  and  periodically   updating  independent  and
     accurate  reserve  estimates  for future  asbestos  claims and related
     costs  given  various  assumptions.  The  methodology  used by HR&A to
     project  future  asbestos  costs is based largely on Ashland's  recent
     experience,  including claim-filing and settlement rates, disease mix,
     enacted  legislation,  open claims,  and litigation  defense and claim
     settlement  costs.  Ashland's  claim  experience  is  compared  to the
     results of previously conducted epidemiological studies estimating the
     number of people likely to develop  asbestos-related  diseases.  Those
     studies were  undertaken in connection  with national  analyses of the
     population  expected  to have been  exposed  to  asbestos.  Using that
     information,  HR&A  estimates  a range of the number of future  claims
     that may be filed,  as well as the related  costs that may be incurred
     in resolving those claims.

     From the range of estimates, Ashland records the amount it believes to
     be the best  estimate of future  payments for  litigation  defense and
     claim settlement costs. During the most recent update of this estimate
     completed  during the June 2006 quarter,  it was  determined  that the
     reserves for asbestos claims should be increased by $104 million. This
     increase in the reserves  was based on the results of a  non-inflated,
     non-

                                     12


---------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE K - LITIGATION, CLAIMS AND CONTINGENCIES (CONTINUED)

     discounted  51-year model  developed with the assistance of HR&A. This
     increase  resulted  in total  reserves  for  asbestos  claims  of $627
     million at December  31,  2006,  compared to $635 million at September
     30, 2006 and $562 million at December 31, 2005.

     Projecting future asbestos costs is subject to numerous variables that
     are  extremely  difficult to predict.  In addition to the  significant
     uncertainties surrounding the number of claims that might be received,
     other  variables  include the type and severity of the disease alleged
     by each  claimant,  the long latency period  associated  with asbestos
     exposure,  dismissal rates, costs of medical treatment,  the impact of
     bankruptcies  of other  companies  that are  co-defendants  in claims,
     uncertainties  surrounding the litigation process from jurisdiction to
     jurisdiction  and  from  case to case,  and the  impact  of  potential
     changes  in  legislative  or  judicial  standards.   Furthermore,  any
     predictions  with  respect  to these  variables  are  subject  to even
     greater  uncertainty as the projection period  lengthens.  In light of
     these inherent  uncertainties,  Ashland  believes its asbestos reserve
     represents the best estimate within a range of possible outcomes. As a
     part of the process to develop Ashland's  estimates of future asbestos
     costs, a range of long-term cost models is developed. These models are
     based on national  studies that predict the number of people likely to
     develop  asbestos-related  diseases  and  are  heavily  influenced  by
     assumptions regarding long-term inflation rates for indemnity payments
     and  legal  defense  costs,  as  well  as  other  variables  mentioned
     previously.  Ashland has estimated that it is reasonably possible that
     total  future  litigation  defense  and claim  settlement  costs on an
     inflated and  undiscounted  basis could range as high as approximately
     $1.9 billion,  depending on the combination of assumptions selected in
     the  various  models.  If actual  experience  is worse than  projected
     relative  to the  number of claims  filed,  the  severity  of  alleged
     disease  associated  with those  claims or costs  incurred  to resolve
     those  claims,  Ashland may need to increase  further the estimates of
     the costs  associated  with asbestos  claims and these increases could
     potentially be material over time.

     Ashland has insurance  coverage for most of the litigation defense and
     claim  settlement  costs  incurred  in  connection  with its  asbestos
     claims,  and  coverage-in-place  agreements  exist with the  insurance
     companies  that provide  substantially  all of the coverage  currently
     being accessed.  As a result,  increases in the asbestos  reserve have
     been largely offset by probable insurance recoveries.  The amounts not
     recoverable generally are due from insurers that are insolvent, rather
     than as a result of uninsured  claims or the  exhaustion  of Ashland's
     insurance coverage.

     Ashland  has  estimated  the value of  probable  insurance  recoveries
     associated with Ashland's estimate of its asbestos  liabilities.  Such
     recoveries  are  based  on  management's   assumptions  and  estimates
     surrounding the available or applicable  insurance coverage.  One such
     assumption  is that all solvent  insurance  carriers  remain  solvent.
     Although  coverage  limits  are  resolved  in  the   coverage-in-place
     agreement with Equitas Limited  (Equitas) and other London  companies,
     which  collectively   provide  a  significant   portion  of  Ashland's
     insurance coverage for asbestos claims,  there was a disagreement with
     these companies over the timing of recoveries. In estimating the value
     of  future  recoveries,   Ashland  has  historically  used  the  least
     favorable  interpretation  of this agreement  under which the ultimate
     recoveries  are  extended for many years,  resulting in a  significant
     discount being applied to value those recoveries.  On June 16, 2006 an
     arbitrator   reached   a   decision   essentially    confirming   that
     interpretation.  Ashland will continue to apply this methodology based
     on this arbitration decision.

     At  December  31,  2006,   Ashland's   receivable  for  recoveries  of
     litigation  defense and claim settlement costs from insurers  amounted
     to $470  million,  of which $69  million  relates to costs  previously
     paid.  Receivables from insurers amounted to $474 million at September
     30, 2006 and $393  million at December 31, 2005.  The  receivable  was
     increased by $104 million during the June 2006 quarter, reflecting the
     updated  model used for  purposes  of valuing  the  reserve  described
     above,  and its  impact on the  valuation  of future  recoveries  from
     insurers.  About  31%  of the  estimated  receivables  from  insurance
     companies at December 31, 2006 are expected to be due from Equitas and
     other  London  companies.  Of  the  remainder,  approximately  97%  is
     expected to come from  companies  or groups that are rated A or higher
     by A. M. Best.

                                     13


---------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE K - LITIGATION, CLAIMS AND CONTINGENCIES (CONTINUED)

     On October 20, 2006,  Equitas announced an agreement in principle on a
     structure  in  which  National  Indemnity  Company,  a  member  of the
     Berkshire Hathaway group of insurance companies,  will reinsure all of
     Equitas's  liabilities,   provide  up  to  a  further  $7  billion  of
     reinsurance  coverage to Equitas, and take on the staff and operations
     of Equitas and conduct the run-off of Equitas's  liabilities.  Ashland
     is currently  evaluating  whether or not this  transaction may have an
     impact on the valuation  assumptions for the receivable  recorded from
     Equitas.

     ENVIRONMENTAL REMEDIATION

     Ashland is subject to various federal,  state and local  environmental
     laws  and  regulations  that  require   environmental   assessment  or
     remediation  efforts  (collectively   environmental   remediation)  at
     multiple  locations.  At December 31, 2006, such locations included 73
     waste treatment or disposal sites where Ashland has been identified as
     a potentially responsible party under Superfund or similar state laws,
     115  current  and  former  operating  facilities   (including  certain
     operating  facilities conveyed to MAP) and about 1,230 service station
     properties,  of which 223 are  being  actively  remediated.  Ashland's
     reserves  for  environmental  remediation  amounted to $200 million at
     December 31, 2006  compared to $199 million at September  30, 2006 and
     $179 million at December  31, 2005,  of which $169 million at December
     31,  2006,  $168  million at  September  30, 2006 and $147  million at
     December 31, 2005 were  classified  in noncurrent  liabilities  on the
     Condensed   Consolidated   Balance  Sheets.  The  total  reserves  for
     environmental  remediation  reflect  Ashland's  estimates  of the most
     likely  costs  that  will be  incurred  over  an  extended  period  to
     remediate  identified  conditions  for which the costs are  reasonably
     estimable,  without regard to any third-party recoveries.  Engineering
     studies,  probability  techniques,  historical  experience  and  other
     factors are used to identify and evaluate remediation alternatives and
     their  related  costs  in  determining  the  estimated   reserves  for
     environmental  remediation.  Ashland regularly adjusts its reserves as
     environmental remediation continues. Environmental remediation expense
     amounted to $4 million for the three  months  ended  December 31, 2006
     and $8 million for the three  months  ended  December  31,  2005,  and
     annual  expense  was $57  million in 2006,  $52 million in 2005 and $7
     million in 2004.

     Environmental  remediation  reserves are subject to numerous  inherent
     uncertainties  that affect Ashland's  ability to estimate its share of
     the  costs.  Such  uncertainties  involve  the  nature  and  extent of
     contamination  at each site,  the extent of required  cleanup  efforts
     under  existing  environmental  regulations,  widely  varying costs of
     alternate cleanup methods, changes in environmental  regulations,  the
     potential effect of continuing improvements in remediation technology,
     and the number and financial strength of other potentially responsible
     parties at  multiparty  sites.  Although it is not possible to predict
     with  certainty  the  ultimate  costs  of  environmental  remediation,
     Ashland  currently  estimates  that the  upper  end of the  reasonably
     possible range of future costs for  identified  sites could be as high
     as approximately $310 million. No individual  remediation  location is
     material to Ashland,  as its largest reserve for any site is less than
     10% of the remediation reserve.

     OTHER LEGAL PROCEEDINGS

     In addition to the matters described above,  there are various claims,
     lawsuits and administrative  proceedings pending or threatened against
     Ashland and its current and former subsidiaries. Such actions are with
     respect  to  commercial   matters,   product  liability,   toxic  tort
     liability,  and other  environmental  matters,  which seek remedies or
     damages,  some of  which  are for  substantial  amounts.  While  these
     actions are being contested, their outcome is not predictable.

                                     14


---------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT
---------------------------------------------------------------------------
                                                     Three months ended
                                                        December 31
                                                ---------------------------
(In millions - unaudited)                             2006            2005
---------------------------------------------------------------------------

REVENUES
  Sales and operating revenues
     Performance Materials (a)                 $       366     $       352
     Distribution                                      948             967
     Valvoline                                         351             310
     Water Technologies (a)                            179              97
     Intersegment sales
       Performance Materials (a)                       (35)            (33)
       Distribution                                     (5)             (6)
       Valvoline                                        (1)             (1)
                                               ------------    ------------
                                                     1,803           1,686
  Equity income
     Performance Materials (a)                           3               2
     Valvoline                                           1               -
                                               ------------    ------------
                                                         4               2
  Other income
     Performance Materials (a)                           1               1
     Distribution                                        1               1
     Valvoline                                           2               3
     Water Technologies (a)                              1               1
     Unallocated and other                               1               2
                                               ------------    ------------
                                                         6               8
                                               ------------    ------------
                                               $     1,813     $     1,696
                                               ============    ============
OPERATING INCOME
  Performance Materials (a)                    $        26     $        26
  Distribution                                          14              34
  Valvoline                                             18               1
  Water Technologies (a)                                 5               1
  Unallocated and other (b)                             (5)            (16)
                                               ------------    ------------
                                               $        58     $        46
                                               ============    ============

---------------------------------------------------------------------------
(a)  In June 2006, Ashland redefined its reportable business segments as it
     continues to evolve into a diversified  chemical company.  Performance
     Materials  and Water  Technologies,  formerly  combined  under Ashland
     Specialty Chemical, have now been separately disclosed.  Prior periods
     have been conformed to the current period presentation.
(b)  Includes  corporate costs previously  allocated to APAC of $10 million
     for the three months ended December 31, 2005.

                                     15




----------------------------------------------------------------------------------------
ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
INFORMATION BY INDUSTRY SEGMENT
----------------------------------------------------------------------------------------
                                                                Three months ended
                                                                    December 31
                                                           -----------------------------
(In millions)                                                    2006              2005
----------------------------------------------------------------------------------------
                                                                       
PERFORMANCE MATERIALS (a) (b)
  Sales per shipping day                                   $      6.0        $      5.8
  Pounds sold per shipping day                                    5.0               5.2
  Gross profit as a percent of sales                             21.1%             21.6%
DISTRIBUTION (a)
  Sales per shipping day                                   $     15.5        $     15.9
  Pounds sold per shipping day                                   19.1              20.5
  Gross profit as a percent of sales                              8.6%             10.2%
VALVOLINE (a)
  Lubricant sales (gallons)                                      38.5              38.5
  Premium lubricants (percent of U.S. branded volumes)           21.9%             22.9%
  Gross profit as a percent of sales                             23.8%             22.1%
WATER TECHNOLOGIES (a) (b)
  Sales per shipping day                                   $      2.9        $      1.6
  Gross profit as a percent of sales                             40.4%             48.5%

----------------------------------------------------------------------------------------

(a)  Sales are defined as sales and  operating  revenues.  Gross  profit is
     defined  as sales  and  operating  revenues,  less  cost of sales  and
     operating expenses.
(b)  In June 2006, Ashland redefined its reportable business segments as it
     continues to evolve into a diversified  chemical company.  Performance
     Materials  and Water  Technologies,  formerly  combined  under Ashland
     Specialty Chemical, have now been separately disclosed.  Prior periods
     have been conformed to the current period presentation.

                                     16


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
RESULTS OF OPERATIONS

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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
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RESULTS OF OPERATIONS

     Ashland reported income from continuing  operations of $53 million for
     the quarter  ended  December 31, 2006  compared to $35 million for the
     quarter  ended  December  31,  2005.  The $18 million  increase in the
     current quarter was primarily due to increased operating income of $12
     million and a $6 million  increase in net interest and other financing
     income.  Ashland's net income decreased $17 million to $49 million for
     the December  2006  quarter,  compared to $66 million for the December
     2005  quarter.  The net income  comparison  is affected by the sale of
     Ashland Paving And Construction, Inc. (APAC) on August 28, 2006, which
     qualified  as  a   discontinued   operation  in  the   Statements   of
     Consolidated Income. Net income for the December 2005 quarter included
     $31 million of income from the discontinued APAC operations. Operating
     income for both periods excludes income from  discontinued  operations
     other than $10 million of corporate  costs which had been allocated to
     APAC in the December 2005 quarter.  Much of these previously allocated
     costs  have  been   eliminated   as  of  the  December  2006  quarter,
     contributing to the $12 million increase in operating income.

     Compared to the prior year's quarter,  operating  income increased 26%
     to  $58  million  driven  by  the  recovery  in  Valvoline's  results.
     Valvoline achieved a significant rebound in earnings,  benefiting from
     stabilizing  base oil costs and the  effects of  previously  announced
     price  increases,  along  with  reductions  in  selling,  general  and
     administrative  costs. Water Technologies  recorded an 85% increase in
     sales and operating revenues and operating income grew  substantially,
     both  bolstered  by the  Environmental  and Process  Solutions  (E&PS)
     business  acquired  last May.  However,  softness  in U.S.  industrial
     production  adversely  affected  Distribution's  results.  Performance
     Materials  was also  impacted by soft  automotive,  marine and housing
     markets, but to a much lesser extent.

     In the June 2006 quarter,  Ashland  redefined its reportable  business
     segments  as it  continues  to  evolve  into  a  diversified  chemical
     company.  Performance  Materials  and  Water  Technologies,   formerly
     combined  under Ashland  Specialty  Chemical have now been  separately
     disclosed since these  businesses  serve different  markets and recent
     acquisitions  have made  Water  Technologies  a much  larger  and more
     distinct part of Ashland.

     PERFORMANCE MATERIALS

     Performance Materials recorded operating income of $26 million for the
     December 2006 quarter which was essentially  flat versus its operating
     income in the December 2005 quarter. Unit volume decreased 4% from 5.2
     million  pounds per shipping  day in the December  2005 quarter to 5.0
     million  pounds  per  shipping  day  in  the  December  2006  quarter,
     resulting in a $4 million decline in operating income. The decline was
     primarily due to softness in the North American automotive, marine and
     construction markets. However, a more favorable product mix during the
     current quarter coupled with increased pricing led to a 4% increase in
     sales and operating revenues to $366 million, from $352 million in the
     December 2005 quarter.  These factors plus reduced manufacturing costs
     had an offsetting $4 million positive impact on operating income.

     DISTRIBUTION

     Distribution  reported  disappointing  quarterly  results as operating
     income  decreased  59% to $14 million  compared to the  December  2005
     quarter,  where  hurricane-related  product  shortages  and  increased
     demand resulted in strong margins and record  operating  income of $34
     million. Sales and operating revenues declined 2% from $967 million in
     the  December  2005  quarter  to $948  million  in the  December  2006
     quarter, reflecting a 7% reduction in volume. Pounds sold per shipping
     day decreased in the current  quarter to 19.1 million pounds from 20.5
     million pounds in the December 2005 quarter, resulting in a $7 million
     decline in operating  income.  The month of December was  particularly
     difficult in the current quarter,  where volume decreased 17% compared
     to the prior  December.  This volume decrease in the month of December
     accounted for nearly 75% of the quarter-versus-quarter volume decline,
     as many customers elected to reduce

                                     17


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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
---------------------------------------------------------------------------

     DISTRIBUTION (CONTINUED)

     inventory  levels in the last two weeks of  December  over the holiday
     period.  Gross  profit as a percent  of sales  declined  from 10.2% to
     8.6%,  primarily  due to the  negative  effect of lower volume on unit
     costs such as the fixed  components  of freight and  warehousing.  The
     decline in margin lowered  operating income by $10 million compared to
     the  December  2005   results.   During  the  December  2006  quarter,
     Distribution  implemented  Ashland's new SAP(TM)  enterprise  resource
     planning  (ERP)  system  which  had  a  one-time  negative  impact  of
     approximately  $3 to $4 million on operating  income and was partially
     the  cause  for  a  $3  million  increase  in  selling,   general  and
     administrative expenses.

     VALVOLINE

     Valvoline  reported  record  operating  income  results of $18 million
     during the current quarter compared to $1 million in the December 2005
     quarter.  Sales and operating revenues increased 13% over the December
     2005 quarter to $351 million,  reflecting  increased pricing as volume
     levels were flat at 38.5 million  lubricant gallons for both quarters.
     Gross  profit as a percent  of sales  increased  from  22.1% to 23.8%,
     resulting in a $17 million increase in operating income. A stable base
     oil market and the full effect of the  September  2006  quarter  price
     increases,  coupled with lower  expenses,  led to  significant  margin
     recovery in the current  quarter.  Despite  raising prices  throughout
     fiscal  year  2006,   these  price  increases  were  not  able  to  be
     implemented  fast enough to offset rising  feedstock  costs.  Lube oil
     feedstock  costs had been steadily  increasing for the past two years,
     but in the December 2006 quarter  lubricant costs  stabilized,  with a
     small price decline actually occurring in November.

     WATER TECHNOLOGIES

     Water Technologies  recorded operating income of $5 million during the
     December  2006  quarter  compared  to the $1 million  reported  in the
     December 2005 quarter.  Sales and operating  revenues increased 85% to
     $179  million in the  current  quarter  compared to $97 million in the
     prior year's  quarter,  primarily  due to the $79 million in sales and
     operating  revenues  contributed  by  the  E&PS  business,  which  was
     acquired from Degussa AG last May.  Gross profit as a percent of sales
     decreased  to 40.4%  from  48.5%,  reflecting  the  lower-margin  E&PS
     business as opposed to gross profit margin  declines in the industrial
     and marine businesses.  Operating income for the December 2006 quarter
     was  impacted  by a $1.4  million  bad debt  charge for an  industrial
     customer.  Despite  this  charge,  combined  operating  income for the
     marine  and  industrial  businesses  nearly  tripled  compared  to the
     December 2005 quarter and combined  revenues  increased 5% compared to
     the same period.

     UNALLOCATED AND OTHER

     Unallocated  and other  costs  were $5 million  in the  December  2006
     quarter  compared to $16 million in the  December  2005  quarter.  The
     December  2005  quarter   included  $10  million  of  corporate  costs
     previously  allocated  to APAC that were  included in this  caption to
     reflect required generally accepted accounting principles presentation
     within the Statements of Consolidated Income.

     GAIN ON THE MAP TRANSACTION

     Ashland  recorded an increase in the gain on the MAP Transaction of $2
     million in the December 2005 quarter as a result of an increase in the
     discounted receivable from Marathon for the estimated present value of
     future tax deductions.  See Note E of Notes to Condensed  Consolidated
     Financial  Statements in Ashland's  Annual Report on Form 10-K for the
     fiscal year ended September 30, 2006, for further  explanation of this
     receivable.

     NET INTEREST AND OTHER FINANCING INCOME

     Net interest and other financing income amounted to $16 million in the
     December  2006  quarter,  compared to $10 million in the December 2005
     quarter.  The increase in the current quarter is due to the investment
     of the  remaining  proceeds from the APAC sale before these funds were
     utilized  in the quarter as part of the share  repurchase  program and
     special shareholder dividend paid on October 25, 2006.

                                     18


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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
---------------------------------------------------------------------------

     INCOME TAXES

     Ashland's  effective  income tax rate was 28.6% for the December  2006
     quarter,  compared to 39.4% for the December 2005 quarter. The decline
     from the prior year's quarter reflects an approximate 5% reduction due
     to the  effect of tax  deductions  for the  special  dividend  paid in
     October on shares held in Ashland's employee stock ownership plan. The
     decline also  reflects an  approximate  1% reduction  for research and
     development  credits,  an approximate  2% decrease  resulting from the
     reclassification  of  APAC  operating  results  in the  December  2005
     quarter to  discontinued  operations and an approximate 1% decline due
     to an adjustment in tax reserves.

     DISCONTINUED OPERATIONS (NET OF INCOME TAXES)

     A loss from discontinued  operations of $4 million was recorded in the
     December 2006 quarter, reflecting post-closing adjustments to the gain
     on the sale of APAC  recorded in the September  2006  quarter.  Income
     from  discontinued  operations  of $31  million in the  December  2005
     quarter reflects APAC's operating  earnings,  excluding the previously
     allocated  corporate  costs,  which were included in operating  income
     under "unallocated and other." For further  information on the sale of
     APAC and its classification as a discontinued  operation see Note C to
     the Condensed Consolidated Financial Statements.

FINANCIAL POSITION

     LIQUIDITY

     Cash flows from operating  activities  from continuing  operations,  a
     major  source of  Ashland's  liquidity,  amounted to a cash outflow of
     $122 million for the three months ended December 31, 2006, compared to
     a cash outflow of $211 million for the three months ended December 31,
     2005.  The cash outflow in the December  2006 quarter  reflects a $212
     million cash outflow resulting from a net increase in operating assets
     and  liabilities.  The  largest  component  of this  change was a $204
     million  decrease in trade and other  payables,  which  includes a $21
     million  contribution  to  Ashland's  pension  plans  as  well  as the
     seasonal decline in accounts payable.  Ashland  typically  accelerates
     payments  to vendors at the end of  December  to  coincide  with their
     fiscal  year-ends,  versus  delaying  some  payments  at  the  end  of
     September. The December 2005 quarter had a similar seasonal decline in
     trade and other payables of $186 million.

     Following  shareholder  approval of the MAP  Transaction in June 2005,
     Moody's lowered  Ashland's  senior debt rating from Baa2 to Ba1, their
     highest  non-investment  grade  rating,  and  also  lowered  Ashland's
     commercial paper rating from P-3 to N-P (Not-Prime), citing the annual
     cash flow lost from the  operations  sold. In August 2006,  Standard &
     Poor's  lowered  Ashland's  senior debt rating from BBB- to BB+, their
     highest  non-investment grade rating, and lowered Ashland's commercial
     paper rating from A-3 to B, citing  Ashland's  intention to distribute
     the APAC  proceeds to  shareholders  instead of using the proceeds for
     business  investment.  Ashland has a revolving  credit  agreement that
     expires on March 21,  2010,  which  provides for up to $350 million in
     borrowings.  The borrowing capacity under this facility was reduced by
     $105  million of letters of credit  outstanding  at December 31, 2006.
     The revolving credit agreement  contains a covenant limiting the total
     debt  Ashland may incur from all  sources as a function  of  Ashland's
     stockholders'  equity.  The  covenant's  terms  would  have  permitted
     Ashland to borrow $4.2 billion at December  31,  2006,  in addition to
     the actual total debt incurred at that time. Permissible total Ashland
     debt under the  covenant's  terms  increases (or decreases) by 150% of
     any increase (or decrease) in stockholders' equity.

     At December 31, 2006,  working capital  (excluding debt due within one
     year)  amounted  to $1,945  million,  compared  to $2,221  million  at
     September 30, 2006 and $1,889 million at December 31, 2005  (excluding
     assets and liabilities of discontinued operations).  Ashland's working
     capital  is  affected  by its  use of the  LIFO  method  of  inventory
     valuation.  That method  valued  inventories  below their  replacement
     costs by $144 million at December 31, 2006,  $147 million at September
     30, 2006 and $142 million at December 31, 2005.  Liquid  assets (cash,
     cash   equivalents,   available-for-sale   securities   and   accounts
     receivable) amounted

                                     19


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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
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     LIQUIDITY (CONTINUED)

     to 213% of current  liabilities at December 31, 2006, compared to 175%
     at September 30, 2006 and 218% at December 31, 2005 (excluding current
     liabilities  of  discontinued  operations).  Ashland has  defeased $39
     million of its outstanding  debt at December 31, 2006 with $44 million
     recorded for both September 30, 2006 and December 31, 2005. See Note E
     to  the  Condensed   Consolidated  Financial  Statements  for  further
     information on this debt defeasance.

     CAPITAL RESOURCES

     On September 14, 2006,  Ashland's  Board of Directors  authorized  the
     distribution  of a substantial  portion of the proceeds of the sale of
     APAC to the Ashland Common Stock  shareholders  as a one-time  special
     dividend.  Each shareholder of record as of October 10, 2006, received
     $10.20 per share, for a total of $674 million. This amount was accrued
     as "dividends payable" in the Condensed  Consolidated Balance Sheet at
     September 30, 2006.  Substantially all of the remaining  proceeds were
     directed to be used to repurchase  Ashland  Common Stock in accordance
     with the terms  authorized by Ashland's  Board of  Directors.  Ashland
     repurchased  4.7 million  shares for $288 million in the December 2006
     quarter and 1.8 million  shares for $96 million in the  December  2005
     quarter. See Note J to the Condensed Consolidated Financial Statements
     for a description of Ashland's share repurchase programs.

     For the three months  ended  December  31,  2006,  property  additions
     amounted to $35  million,  compared to $25 million for the same period
     last year.  Ashland  anticipates  meeting its  remaining  2007 capital
     requirements  for property  additions  and dividends  from  internally
     generated funds.

     Ashland's  debt level  amounted to $77 million at December  31,  2006,
     compared  to $82  million at  September  30,  2006 and $89  million at
     December 31, 2005. Debt as a percent of capital  employed  amounted to
     2.6% at December 31, 2006,  compared to 2.6% at September 30, 2006 and
     2.4% at December 31, 2005.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

     There  have  been  no  material  changes  in the  critical  accounting
     policies  described in Management's  Discussion and Analysis (MD&A) in
     Ashland's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
     September  30, 2006.  For a discussion  of Ashland's  asbestos-related
     litigation and environmental  remediation  matters,  see Note K to the
     Condensed Consolidated Financial Statements.

OUTLOOK

     The December 2006 quarter marked the first full quarter for Ashland as
     a singularly focused,  diversified chemical company. Ashland continues
     to be committed to growing, both organically and through acquisitions.
     This  balanced  approach  to  growth,  as  well  as  Ashland's  strong
     financial  position are intended to create value for its investors and
     deliver needed solutions to its customers.

     Performance  Materials'  results  in 2007  across  its three  business
     groups will,  in large part,  be determined by the pace of recovery in
     the North American automotive,  marine and construction markets. While
     the timing or pace of this recovery cannot be predicted,  the division
     continues  to focus on expense  control  management  to  maximize  its
     earnings potential in the near term despite sluggish volume levels, as
     its U.S. operations prepare for the ERP system integration in February
     2007.

     With the ERP system implementation and depressed volume levels for the
     last half of the month of December  behind,  Distribution's  sales for
     January 2007 rebounded to a level comparable to January 2006, although
     softness in U.S.  industrial  production could continue to be an issue
     throughout the fiscal year. In addition,  Distribution's contract with
     Dow Chemical to distribute its plastics in North America ends March 1,
     2007.  Ashland is working hard to transfer as much of this business as
     possible to plastics

                                     20


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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
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OUTLOOK (CONTINUED)

     provided by other  suppliers.  During this transition phase the impact
     on Distribution's  profitability from the business lost is expected to
     be  approximately  $4 to $5 million per quarter.  However,  Ashland is
     diligently  working  to  replace  this lost  volume  and  expects  the
     long-term  impact to be less. As a result of this contract  expiration
     and the projected softness in U.S.  industrial  production  previously
     mentioned, operating income in the March 2007 quarter will likely fall
     below the prior year's level.

     Valvoline's  recovery  during the December  quarter was highlighted by
     its record first quarter earnings,  though gross profit margins remain
     below historical levels.  While these margins have improved over prior
     quarters, volume levels were flat and continue to be an area of focus.
     Valvoline's  efforts to reduce  annual  costs by $20 million have also
     been  successful,  as targeted costs declined by roughly $5 million in
     the quarter.  This cost  reduction as well as the gross profit  margin
     recovery have  Valvoline  well  positioned  for the upcoming prime car
     care months. In addition,  Valvoline Instant Oil Change,  which opened
     its  500th  franchise  store  during  the  current  quarter,  recently
     unveiled a new strategy of increasing  customer  satisfaction  through
     speed and  concentrating  services to those that  deliver the greatest
     customer  value.  This new strategy has been met with rising  customer
     satisfaction ratings,  increasing 13 percentage points compared to the
     prior year's quarter.

     Water  Technologies  performance  for the remainder of the year should
     continue to benefit  from its business  model  redesign as well as the
     $10 million of cost  reductions  and a full year of the E&PS business.
     However,  raw material pricing is still a significant metric that will
     continue to affect the margins and overall  profitability  within this
     business segment.  As Water  Technologies' U.S. operations prepare for
     the ERP system  integration  in February  2007,  mitigating  potential
     business interruptions is a key focus.

     When APAC was sold in the September  2006 quarter there were remaining
     costs that had been  previously  allocated to this  business.  To help
     address  these costs and improve  Ashland's  overall  competitiveness,
     1,100  administrative and corporate employees were offered an enhanced
     early retirement or voluntary severance  opportunity in December 2006,
     of which 236 employees  subsequently applied for this package. In late
     January 2007,  Ashland completed its review of these  applications and
     has  accepted 172 of the employee  requests and  currently  expects to
     record  approximately  a $25 million pretax reserve for these accepted
     employee offers during the March 2007 quarter. However, since employee
     termination  dates  will  occur  over the  next  several  months,  the
     estimated  cost  savings of  approximately  $10 to $12 million  pretax
     annually will not begin to be fully realized until December 2007.

FORWARD LOOKING STATEMENTS

     Management's  Discussion and Analysis (MD&A) 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 benefits  expected to be obtained through
     the GlobalOne  ERP  implementation.  These  estimates are based upon a
     number of assumptions,  including  those  mentioned  within MD&A. Such
     estimates  are also 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).
     Although  Ashland  believes its  expectations  are based on reasonable
     assumptions,  it cannot assure the expectations  reflected herein will
     be  achieved.  This  forward-looking   information  may  prove  to  be
     inaccurate  and actual  results  may differ  significantly  from those
     anticipated  if  one  or  more  of  the   underlying   assumptions  or
     expectations  proves to be  inaccurate  or is  unrealized  or if other
     unexpected  conditions  or  events  occur.  Other  factors  and  risks
     affecting  Ashland are contained in its Annual Report on Form 10-K for
     the fiscal  year ended  September  30,  2006.  Ashland  undertakes  no
     obligation  to  subsequently  update or revise  these  forward-looking
     statements.

                                     21


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ASHLAND INC. AND CONSOLIDATED SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Ashland's  market  risk  exposure at  December  31, 2006 is  generally
     consistent  with the  types  and  amounts  of  market  risk  exposures
     presented in Ashland's  Annual Report on Form 10-K for the fiscal year
     ended September 30, 2006.

ITEM 4.  CONTROLS AND PROCEDURES

     (a)  As of the end of the  period  covered by this  quarterly  report,
          Ashland,  under the supervision and with the participation of its
          management,  including  Ashland's Chief Executive Officer and its
          Chief Financial Officer, evaluated the effectiveness of Ashland's
          disclosure controls and procedures pursuant to Rule 13a-15(b) and
          15d-15(b)  promulgated under the Securities Exchange Act of 1934,
          as  amended.  Based  upon that  evaluation,  the Chief  Executive
          Officer  and Chief  Financial  Officer  have  concluded  that the
          disclosure controls and procedures were effective.

     (b)  During the quarter ended December 31, 2006, as part of an ongoing
          SAP(TM)  enterprise  resource  planning  (ERP)  project,  the ERP
          system  was  implemented  for  Valvoline's  U.S.  operations  and
          certain  corporate  functions  in  October  2006 and for  Ashland
          Distribution's  U.S.  operations  in December  2006. As a result,
          internal  controls in the affected  corporate  functions  and the
          U.S.  operations  of Valvoline and  Distribution  related to user
          security,  account structure and hierarchy,  system reporting and
          approval  procedures were modified and redesigned to conform with
          and  support  the new ERP system.  Although  management  believes
          internal  controls  have been  maintained  or enhanced by the ERP
          systems implemented during the quarter, the controls in the newly
          upgraded  environments  have not been completely  tested. As such
          there  is a risk  that  deficiencies  may  exist  and  not yet be
          identified that could constitute  significant  deficiencies or in
          the aggregate, a material weakness. Management will be performing
          tests of  controls  relating to the new  SAP(TM)  environment  in
          these business  units over the course of fiscal 2007.  Otherwise,
          there were no significant  changes in Ashland's  internal control
          over  financial  reporting,  or in other  factors,  that occurred
          during the  period  covered by this  quarterly  report  that have
          materially  affected,  or are  reasonably  likely  to  materially
          affect, Ashland's internal control over financial reporting.

                                     22


                        PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     Asbestos-Related  Litigation - Ashland is subject to liabilities  from
claims alleging personal injury caused by exposure to asbestos. Such claims
result  primarily from  indemnification  obligations  undertaken in 1990 in
connection with the sale of Riley Stoker  Corporation  ("Riley"),  a former
subsidiary.  Although  Riley was neither a producer nor a  manufacturer  of
asbestos,   its  industrial  boilers  contained  some   asbestos-containing
components provided by other companies.

     The  majority  of  lawsuits  filed  involve  multiple  plaintiffs  and
multiple defendants,  with the number of defendants in many cases exceeding
100. The monetary  damages sought in the  asbestos-related  complaints that
have  been  filed  in  state  or  federal   courts  vary  as  a  result  of
jurisdictional  requirements  and  practices,  though the vast  majority of
these  complaints  either do not specify  monetary damages sought or merely
recite  that the  monetary  damages  sought  meet or  exceed  the  required
jurisdictional  minimum in which the complaint was filed.  Plaintiffs  have
asserted  specific  dollar  claims for damages in  approximately  5% of the
49,700  active  lawsuits  pending as of December 31, 2006.  In these active
lawsuits,  approximately 0.4% of the active lawsuits involve claims between
$0 and $100,000;  approximately  1.6% of the active lawsuits involve claims
between  $100,000  and $1  million;  less  than 1% of the  active  lawsuits
involve  claims  between $1 million and $5  million;  less than 0.2% of the
active  lawsuits  involve claims  between $5 million and $10 million;  less
than 2% of the active  lawsuits  involve claims between $10 million and $15
million;  and less than .02% of the active lawsuits  involve claims between
$15 million and $100 million. The variability of requested damages, coupled
with the actual  experience  of resolving  claims over an extended  period,
demonstrates that damages requested in any particular  lawsuit or complaint
bear  little  or no  relevance  to the  merits  or  disposition  value of a
particular case. Rather,  the amount potentially  recoverable by a specific
plaintiff or group of  plaintiffs  is  determined  by other factors such as
product  identification  or lack  thereof,  the  type and  severity  of the
disease alleged, the number and culpability of other defendants, the impact
of  bankruptcies  of other  companies  that are  co-defendants  in  claims,
specific  defenses  available  to  certain   defendants,   other  potential
causative factors and the specific jurisdiction in which the claim is made.

     For  additional   information   regarding   liabilities  arising  from
asbestos-related litigation, see Note K of "Notes to Condensed Consolidated
Financial Statements" in this quarterly report on Form 10-Q.

     Foundry Class Action - In response to an  investigation  by the United
States  Department  of Justice that was closed in 2006 without  criminal or
civil allegations being made by the government, several foundry owners have
filed  lawsuits  seeking  class  action  status for classes of customers of
foundry  resins  manufacturers  such as  Ashland.  These  cases  have  been
consolidated  for pretrial  purposes in the United States  District  Court,
Southern  District of Ohio.  Ashland  will  vigorously  defend  these civil
actions.

     Environmental   Proceedings   -  Under   the   federal   Comprehensive
Environmental  Response  Compensation  and  Liability  Act (as amended) and
similar state laws,  Ashland may be subject to joint and several  liability
for  clean-up  costs in  connection  with  alleged  releases  of  hazardous
substances  at  sites  where  it  has  been  identified  as a  "potentially
responsible party" ("PRP"). As of December 31, 2006, Ashland had been named
a PRP at 73 waste  treatment or disposal  sites.  These sites are currently
subject to ongoing  investigation and remedial activities,  overseen by the
United States Environmental  Protection Agency ("USEPA") or a state agency,
in which  Ashland is  typically  participating  as a member of a PRP group.
Generally,  the type of relief sought includes  remediation of contaminated
soil and/or groundwater,  reimbursement for past costs of site clean-up and
administrative  oversight  and/or  long-term  monitoring  of  environmental
conditions  at the  sites.  The  ultimate  costs are not  predictable  with
assurance.

     For  additional   information  regarding   environmental  matters  and
reserves,  see  Note  K  of  "Notes  to  Condensed  Consolidated  Financial
Statements" in this quarterly report on Form 10-Q.

                                     23


     MTBE  Litigation  - Ashland  is a  defendant  along  with  many  other
companies in  approximately 30 cases alleging methyl  tertiary-butyl  ether
("MTBE")  contamination  in  groundwater.  All of  these  cases  have  been
consolidated in a multi-district litigation in the Southern District of New
York for  preliminary  proceedings.  The  plaintiffs  generally  are  water
providers  or  governmental  authorities  and they  allege  that  refiners,
manufacturers  and  sellers  of  gasoline  containing  MTBE are  liable for
manufacturing  a defective  product and that owners and operators of retail
gasoline  sites have allowed MTBE to be  discharged  into the  groundwater.
Ashland's  involvement in these cases relates to gasoline  containing  MTBE
allegedly produced and sold by Ashland, or one or more of its subsidiaries,
in the period prior to the  formation  of Marathon  Ashland  Petroleum  LLC
("MAP").  Ashland only  distributed  MTBE or gasoline  containing MTBE in a
limited  number of states  and has been  dismissed  in a number of cases in
which it was  established  that  Ashland  did not market  MTBE or  gasoline
containing  MTBE in the state or region at issue.  Many MTBE  cases  allege
class action  status and seek  punitive  damages or treble  damages under a
variety of statutes and theories.  The potential  impact of these cases and
any future similar cases is uncertain. Ashland will vigorously defend these
actions.

     Other Legal  Proceedings - In addition to the matters described above,
there are various claims,  lawsuits and administrative  proceedings pending
or threatened against Ashland and its current and former subsidiaries. Such
actions are with respect to commercial  matters,  product liability,  toxic
tort  liability  and other  environmental  matters,  which seek remedies or
damages, some of which are for substantial amounts. While these actions are
being contested, their outcome is not predictable.

ITEM 1A.  RISK FACTORS

     During the  period  covered by this  report,  two of the risk  factors
previously  disclosed in Ashland's  Form 10-K for the year ended  September
30, 2006 materially  changed.  The risk factor regarding the implementation
of an enterprise  resource  planning  project and the risk factor regarding
increases in raw material  costs are now amended to read in their  entirety
as set forth below.

ASHLAND'S  IMPLEMENTATION  OF  ITS  SAP(TM)  ENTERPRISE  RESOURCE  PLANNING
("ERP") PROJECT HAS THE POTENTIAL FOR BUSINESS  INTERRUPTION AND ASSOCIATED
ADVERSE IMPACT ON OPERATING RESULTS AS WELL AS INTERNAL CONTROLS.

     In 2004,  Ashland  initiated a multi-year ERP project that is expected
to  achieve  increased   efficiency  and  effectiveness  in  supply  chain,
financial and  environmental,  health and safety processes.  The ERP system
was implemented in Canada in 2005. During the first fiscal quarter of 2007,
the ERP system was  implemented  in the U.S.  operations  of Valvoline  and
Distribution.  The ERP system was implemented in February 2007 for the U.S.
operations of Performance Materials and Water Technologies.  In late fiscal
2007,  Ashland will begin the first phase of implementing the ERP system in
its European  operations.  In fiscal 2008,  Ashland will begin implementing
the ERP system for most of its remaining operations.

     Extensive planning has occurred to support effective implementation of
the  ERP  system;   however,  such  implementations  carry  certain  risks,
including  potential for business  interruption with the associated adverse
impact  on  operating  income.  In  addition,  internal  controls  that are
modified  or  redesigned  to  support  the new ERP system may not have been
completely  tested.  As a result,  there is a risk that deficiencies may or
will exist in the future, and could constitute significant deficiencies, or
in the  aggregate,  a material  weakness.  The first phase of the  European
implementation  poses  increased risk related to the testing of controls as
of the end of the  fiscal  year due to its timing  late in the year.  While
that risk could be reduced by deferring the ERP  implementation  into 2008,
Ashland's  management  believes  the ERP  provides  for a stronger  control
environment and, thus, its implementation should proceed as scheduled.

                                     24


CERTAIN OF ASHLAND'S  SUPPLY  ARRANGEMENTS  SUBJECT THE COMPANY TO THE RISK
THAT IT MAY NOT BE ABLE TO PASS THROUGH  INCREASES IN RAW MATERIALS  COSTS.
IN  ADDITION,  CERTAIN  OF  ASHLAND'S  SUPPLIERS  MAY BE UNABLE TO  DELIVER
PRODUCTS OR RAW  MATERIALS OR MAY WITHDRAW FROM  CONTRACTUAL  ARRANGEMENTS.
THE OCCURRENCE OF EITHER EVENT COULD ADVERSELY AFFECT ASHLAND'S  RESULTS OF
OPERATIONS.

     Rising  and  volatile  raw  material   prices,   especially  those  of
hydrocarbon derivatives,  may negatively impact Ashland's costs. Ashland is
not always able to raise prices in response to such  increased  costs,  and
its ability to pass on the costs of such price  increases is dependent upon
market  conditions.  Likewise,  Ashland  purchases certain products and raw
materials from suppliers,  often pursuant to written supply  contracts.  If
those  suppliers  are unable to timely meet  Ashland's  orders or choose to
terminate or otherwise avoid contractual  arrangements,  Ashland may not be
able to make  alternative  supply  arrangements.  If  Ashland  is unable to
obtain and retain qualified suppliers under commercially  acceptable terms,
its ability to manufacture  and deliver  products in a timely,  competitive
and profitable manner could be adversely affected.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     The following  table  summarizes  information  regarding  purchases of
Ashland Common Stock by Ashland during the first quarter of fiscal 2007.

                 Issuer Purchases of Equity Securities (1)



                                                                                                  Maximum number
                                                                                                 (or approximate
                                                                                                 dollar value) of
                                                   Average price      Total number of shares    shares that may yet
                                                   paid per share,     purchased as part of     be purchased under
                               Total number of       including          publicly announced         the plans or
Period                         shares purchased      commission         plans or programs            programs
------                         ----------------    ---------------    ----------------------    -------------------
                                                                                      
                                     (a)                 (b)                  (c)                       (d)
October 1 - October 31             2,664,500           $58.22               2,664,500             $132,722,734.61
November 1 - November 30           1,252,500           $62.87               1,252,500             $ 53,972,668.36
December 1 - December 31             795,000           $67.84                 795,000             $     43,107.86
                                  ----------           ------               ---------             ---------------
Total                              4,712,000           $61.08               4,712,000             $     43,107.86


(1)  During the quarter ended December 31, 2006, Ashland repurchased shares
     of  Ashland  Common  Stock (the  "Shares")  pursuant  to a  repurchase
     program  publicly  announced on September 14, 2006. Under the program,
     Ashland was  authorized to  repurchase  up to 7 million  Shares or the
     dollar  amount  represented  by the  after-tax  proceeds  of the  APAC
     Transaction remaining after payment of the special dividend on October
     25,   2006,   and  the   completion   of  a  prior  Share   repurchase
     authorization,  whichever was first  exhausted.  The dollar amount was
     substantially  exhausted on December  22,  2006,  and Ashland does not
     intend to make further repurchases under the program.

                                     25

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     On January 25, 2007, Ashland's Annual Meeting of Shareholders was held
at the Metropolitan Club, 50 E. RiverCenter Boulevard,  Covington, Kentucky
at 10:30 a.m. The following are the results of the shareholder  vote at the
meeting:

     (1)  Ernest H. Drew, Mannie L. Jackson,  Theodore M. Solso and Michael
          J. Ward were elected as Class III directors to a three-year  term
          and  John F.  Turner  was  elected  as a Class II  director  to a
          two-year term with the vote totals referenced below.

                                                    Votes
                                        ---------------------------
                                        Affirmative        Withheld
                                        -----------       ---------
               Ernest H. Drew            51,090,798       2,013,067
               Mannie L. Jackson         49,737,295       3,366,570
               Theodore M. Solso         48,824,422       4,279,443
               John F. Turner            51,074,703       2,029,162
               Michael J. Ward           50,269,753       2,834,112

          Bernadine P. Healy,  M.D.,  Kathleen  Ligocki,  James J. O'Brien,
          Roger W. Hale and George A.  Schaefer,  Jr.  continue to serve as
          directors.  In addition,  subsequent to the Annual  Meeting,  the
          Board of Directors met and approved the  appointment  of Barry W.
          Perry as a Class I director for a one-year term.

     2)   The appointment of Ernst & Young LLP as independent  auditors for
          fiscal year ending  September 30, 2007, was ratified by a vote of
          51,114,946  shares voting for,  1,501,269  shares voting against,
          and 487,649 shares abstaining.

     3)   A  shareholder  proposal to initiate the  appropriate  process to
          implement  majority voting for election of directors was rejected
          by Ashland's  shareholders by a vote of 19,120,852  shares voting
          for,  24,724,656  shares  voting  against,   and  943,845  shares
          abstaining.

ITEM 6.  EXHIBITS

(a)    Exhibits

4      Agreement of Resignation,  Appointment  and Acceptance,  dated as of
       November 30, 2006, by and among  Ashland,  Wilmington  Trust Company
       ("Wilmington") and Citibank,  N.A.  ("Citibank")  whereby Wilmington
       replaced Citibank as Trustee under the Indenture, dated as of August
       15, 1989,  as amended and  restated as of August 15,  1990,  between
       Ashland and Citibank.

10.1   Separation  Agreement and General  Release  between Ashland Inc. and
       Gary A. Cappeline, effective January 10, 2007.

10.2   Amended and Restated  Ashland Inc.  Deferred  Compensation  Plan for
       Non-Employee Directors (2005).

12     Computation of Ratio of Earnings to Fixed Charges.

31.1   Certificate of James J. O'Brien,  Chief Executive Officer of Ashland
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2   Certificate of J. Marvin Quin,  Chief  Financial  Officer of Ashland
       pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32     Certificate of James J. O'Brien, Chief Executive Officer of Ashland,
       and J. Marvin Quin,  Chief Financial  Officer of Ashland pursuant to
       Section 906 of the Sarbanes-Oxley Act of 2002.

                                     26

                                 SIGNATURE


     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:  February 7, 2007   /s/ J. Marvin Quin
                          -------------------------------------------------
                          J. Marvin Quin
                          Senior Vice President and Chief Financial Officer
                          (on behalf of the Registrant and as principal
                          financial officer)

                                     27

                               EXHIBIT INDEX


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

4        Agreement of Resignation,  Appointment and Acceptance, dated as of
         November 30, 2006, by and among Ashland,  Wilmington Trust Company
         ("Wilmington") and Citibank,  N.A. ("Citibank") whereby Wilmington
         replaced  Citibank  as Trustee  under the  Indenture,  dated as of
         August 15,  1989,  as amended and  restated as of August 15, 1990,
         between Ashland and Citibank.

10.1     Separation  Agreement and General Release between Ashland Inc. and
         Gary A. Cappeline, effective January 10, 2007.

10.2     Amended and Restated Ashland Inc.  Deferred  Compensation Plan for
         Non-Employee Directors (2005).

12       Computation of Ratio of Earnings to Fixed Charges.

31.1     Certificate  of James  J.  O'Brien,  Chief  Executive  Officer  of
         Ashland pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2     Certificate of J. Marvin Quin, Chief Financial  Officer of Ashland
         pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32       Certificate  of James  J.  O'Brien,  Chief  Executive  Officer  of
         Ashland,  and J. Marvin Quin,  Chief Financial  Officer of Ashland
         pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

                                     28