As filed with the Securities and Exchange Commission on August 9, 2005
                         Registration No. 033-52125

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

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

                       POST-EFFECTIVE AMENDMENT NO. 1
                                TO FORM S-8
                           REGISTRATION STATEMENT
                      UNDER THE SECURITIES ACT OF 1933
                        ----------------------------

                                ASHLAND INC.
                          (FORMERLY NEW EXM INC.)
           (Exact name of Registrant as specified in its charter)

          Kentucky                                       20-0865835
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
 incorporation or organization)

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

            (Address, including zip code, and telephone number,
               including area code, of Registrant's principal
                             executive offices)
                       -----------------------------

     ASHLAND INC. DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
                          (Full title of the Plan)
                       ------------------------------

                          David L. Hausrath, Esq.
            Senior Vice President, General Counsel and Secretary
                        50 E. RiverCenter Boulevard
                                P.O. Box 391
                          Covington, KY 41012-0391
                               (859) 815-3333

    (Name, address, including zip code, and telephone number, including
                      area code, of agent for service)

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







                              EXPLANATORY NOTE

         This  Post-Effective  Amendment No. 1 by the Registrant relates to
the  Registrant's  registration  statement  on Form S-8  (Registration  No.
033-52125 of Ashland Inc., a Kentucky corporation ("Old Ashland"), relating
to 500,000 shares of Old Ashland  common stock,  par value $1.00 per share,
previously   registered  for  issuance  under  the  Ashland  Inc.  Deferred
Compensation  Plan for  Non-Employee  Directors  (formerly known as Ashland
Oil, Inc.  Deferred  Compensation and Stock Incentive Plan for Non-Employee
Directors),  which  has been  assumed  by the  Registrant  pursuant  to the
Transactions  (defined below).  Pursuant to Rule 414 promulgated  under the
Securities Act of 1933, as amended (the  "Securities  Act"), the Registrant
hereby  adopts  Registration  Statement  No.  033-52125  as its own for all
purposes of the Securities Act and the Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act").  After giving  effect to the filing of this
Post-Effective  Amendment  No.  1,  the  plan  to  which  the  Registration
Statement relates will be the Ashland Inc.  Deferred  Compensation Plan for
Non-Employee  Directors,  as assumed by the  Registrant  upon the authority
granted by  resolutions  of the board of directors of the  Registrant  at a
special meeting held on June 29, 2005. After giving effect to the filing of
this  Post-Effective  Amendment No. 1, the Registrant will be the issuer of
the 500,000 shares of common stock,  par value $0.01 per share,  covered by
this  Registration  Statement  and Old  Ashland  will  not be a  registrant
hereunder.

         Old Ashland and Marathon Oil Corporation,  a Delaware  corporation
("Marathon"),  entered  into an  agreement  under  which  Old  Ashland  has
transferred  its interest in Marathon  Ashland  Petroleum LLC ("MAP"),  its
maleic  anhydride  business and 60 Valvoline  Instant Oil Change Centers in
Michigan and northwest  Ohio to a wholly owned  subsidiary of Marathon (the
"Transactions").  The Transactions  were consummated on June 30, 2005. As a
result of the Transactions, among other things, shareholders of Ashland are
entitled to receive (1) shares of Marathon  common stock with a total value
of $915 million in exchange for the shares of Old Ashland common stock they
owned  as of June 30,  2005,  and (2) new  shares  of  common  stock of the
Registrant  as  successor  corporation  to  Old  Ashland.  As  part  of the
Transactions, Old Ashland has merged with and into one of its subsidiaries.
As a result of the  Transactions,  the existing  businesses  of Old Ashland
other than those  transferred  to  Marathon's  subsidiary  are owned by the
Registrant,  the successor to Old Ashland through a series of mergers,  and
the  Registrant  is a  publicly-traded  company  owned  by the Old  Ashland
shareholders.  The  management  and  board  of  directors  of  Old  Ashland
continued as the management and board of directors of the  Registrant.  Old
Ashland  common  stock was  traded on the New York Stock  Exchange  and the
Chicago  Stock  Exchange  under  the  symbol  "ASH";  and,   following  the
completion of the Transactions,  the Registrant's common stock is traded on
the New York Stock  Exchange and the Chicago Stock  Exchange under the same
symbol. As part of the Transactions, the name of the Registrant was changed
from "New EXM Inc." to "Ashland Inc."

         The  Transactions  and related matters are more fully described in
the proxy statement/prospectus of the Registrant,  constituting part of the
Registrant's  registration  statement on Form S-4, as amended (Registration
No. 333-119689-01).




                                     2





PART I

ITEM 1.  PLAN INFORMATION.

         All information  required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance
with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

         All information  required by Part I to be contained in the Section
10(a) prospectus is omitted from this Registration  Statement in accordance
with Rule 428 under the Securities Act and the Note to Part I of Form S-8.


PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following  documents,  filed with the  Securities and Exchange
Commission (the Commission  pursuant to Section 13 or 15(d) of the Exchange
Act (File No.  1-2918),  are hereby  incorporated  by  reference  into this
Registration Statement:

         (a) Old Ashland's Annual Report on Form 10-K, as amended,  for the
fiscal year ended September 30, 2004;

         (b) Old  Ashland's  quarterly  reports on Form 10-Q for the fiscal
quarters ended December 31, 2004 and March 31, 2005;

         (c)  the  proxy   statement/prospectus  of  the  Registrant  filed
pursuant to Rule 424(b) under the Securities Act,  constituting part of the
Registrant's  registration  statement on Form S-4, as amended (Registration
No. 333-119689-01);

         (d) the  description  of the  Registrant's  common  stock (and the
related  preferred  stock  purchase  rights) set forth  under the  headings
"Description  of New Ashland  Capital  Stock" and  "Comparison of Rights of
Holders of Common Stock" in the  registration  statement on Form 8-A of the
Registrant  filed  under  the  Exchange  Act on June  15,  2005  (File  No.
001-32532),  including  any  amendment  or report  filed for the purpose of
updating such description;

         (e) Old Ashland's current reports on Form 8-K, as filed on October
29, 2004,  November 4, 2004,  November 5, 2004, December 14, 2004, December
20, 2004 (providing an update on the status of the Transactions),  December
29,  2004,  January  25,  2005  (providing  an update on the  status of the
Transactions),  January 27, 2005,  January 31, 2005,  March 10, 2005, March
24, 2005,  April 13, 2005,  April 28, 2005, May 2, 2005, June 1, 2005, June
16,  2005,  June  21,  2005  (not  including  Item  7.01),  June  28,  2005
(announcing  reference  yields and total purchase prices in respect of each
of its notes), June 29, 2005 and June 30, 2005; 

         (f) the Registrant's  quarterly report on Form 10-Q for the fiscal
quarter ended June 30, 2005; and

         (g) the Registrant's current reports on Form 8-K, as filed on June
30, 2005, July 6, 2005, July 15, 2005, July 21, 2005, July 25, 2005, July
28, 2005 and August 1, 2005.

         In addition,  all documents hereafter filed with the Commission by
us pursuant to Sections  13(a),  13(c),  14 and 15(d) of the Exchange  Act,
prior to the filing of a post-effective  amendment which indicates that all
securities  offered  have been  sold or which  deregisters  all  securities
remaining  unsold,  shall be deemed to be incorporated by reference in this
Registration  Statement  and to be a part hereof from the date of filing of
such documents.




                                     3



         Any  statement  contained in this  Registration  Statement,  in an
amendment hereto, or in a document  incorporated by reference herein, shall
be  deemed  modified  or  superseded  for  purposes  of  this  Registration
Statement  to  the  extent  that  a  statement  contained  herein,  in  any
subsequently  filed  supplement  to  this  Registration  Statement,  or any
document  that  is also  incorporated  by  reference  herein,  modifies  or
supersedes  such statement.  Any statement so modified or superseded  shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The  validity of the common stock  offered  hereby has been passed
upon by David L. Hausrath, Esq., Senior Vice President, General Counsel and
Secretary of the Registrant.  Mr. Hausrath owns beneficially  130,944 shares
of our common  stock  (including  common  stock units held in our  deferred
compensation plan).

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections   271B.8-500   through  580  of  the  Kentucky   Business
Corporation  Act  contain  detailed   provisions  for   indemnification  of
directors  and  officers  of  Kentucky   corporations   against  judgments,
penalties,  fines,  settlements and reasonable  expenses in connection with
litigation.  Under Kentucky law, the provisions of a company's articles and
by-laws may govern the indemnification of officers and directors in lieu of
the  indemnification  provided for by statute. We have elected to indemnify
our officers and directors pursuant to our Restated  Articles,  our By-laws
and by contract  rather than to have such  indemnification  governed by the
statutory provisions.

         Article X of the Restated Articles permits,  but does not require,
us to indemnify our directors, officers and employees to the fullest extent
permitted by law. Our By-laws require  indemnification  of our officers and
employees under certain circumstances. We have entered into indemnification
contracts  with each of our directors that require  indemnification  to the
fullest  extent  permitted  by  law,  subject  to  certain  exceptions  and
limitations.

         We have  purchased  insurance  which  insures  (subject to certain
terms and conditions,  exclusions and deductibles) us against certain costs
which  we  might  be  required  to pay by  way  of  indemnification  to our
directors   or   officers   under  our   Restated   Articles   or  By-laws,
indemnification  agreements or otherwise and protects individual  directors
and officers from certain losses for which they might not be indemnified by
us. In addition,  we have  purchased  insurance  which  provides  liability
coverage   (subject  to  certain  terms  and  conditions,   exclusions  and
deductibles)  for amounts which we, or the  fiduciaries  under our employee
benefit  plans,  which may include our  directors,  officers and employees,
might be required to pay as a result of a breach of fiduciary duty.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The  following  Exhibits  are  filed as part of this  Registration
Statement:

        4.1        Second  Restated   Articles  of   Incorporation  of  the
                   Registrant (incorporated herein by  reference to Exhibit
                   3(i) to Registrant's  Quarterly  Report on Form 10-Q for
                   the fiscal quarter ended June 30, 2005).
        4.2        Rights  Agreement  dated  as of  May  16,  1996  between
                   Ashland  Inc. and  National  City Bank,  as Rights Agent
                   (incorporated  herein by reference to Exhibit 4.4 to Old
                   Ashland's Annual Report on Form 10-K for the fiscal year



                                     4





                   ended September 30, 2001).
        4.3        Amendment  No. 1 dated as of March  18,  2004 to  Rights
                   Agreement  dated as of May 16, 1996 between Ashland Inc.
                   and National  City Bank,  as Rights Agent  (incorporated
                   herein  by  reference  to  Exhibit  4 to  Old  Ashland's
                   Quarterly  Report  on Form 10-Q for the  fiscal  quarter
                   ended March 31, 2004).
        4.4        Amendment  No. 2 dated as of April  27,  2005 to  Rights
                   Agreement  dated as of May 16, 1996 between Ashland Inc.
                   and National  City Bank,  as Rights Agent  (incorporated
                   herein by reference  to Exhibit 4.4 of the  Registrant's
                   Form  S-4/A  filed  with the  Commission  on May 2, 2005
                   (Registration No. 333-119689-01)).
        4.5        Specimen  certificate  of Common Stock,  par value $0.01
                   per share  (incorporated  herein by reference to Exhibit
                   4.2  of the  Registrant's  Form  S-4/A  filed  with  the
                   Commission   on  May   10,   2005    (Registration   No.
                   333-119689-01)).
        4.6        By-laws  of  the  Registrant   (incorporated  herein  by
                   reference  to  Exhibit  3(ii) to Registrant's  Quarterly
                   Report on Form 10-Q for the  fiscal  quarter  ended June
                   30, 2005).
        4.7        Ashland Inc. Deferred Compensation Plan for Non-Employee
                   Directors  (incorporated  herein by reference to Exhibit
                   10.5 of Old Ashland's  Quarterly Report on Form 10-Q for
                   the fiscal quarter ended December 31, 2004).
        5          Opinion of David L. Hausrath, Esq.
        23.1       Consent of Ernst & Young LLP.
        23.2       Consent of PricewaterhouseCoopers LLP.
        23.3       Consent of David L. Hausrath,  Esq. (included as part of
                   Exhibit 5).
        24.1       Power of Attorney.
        24.2       Certified  Resolutions  of  the  Registrant's  Board  of
                   Directors  authorizing  execution  of this  Registration
                   Statement by Power of Attorney.

ITEM 9.  UNDERTAKINGS.

         (A) The Registrant hereby undertakes:

                  (1) To file,  during any period in which  offers or sales
         are being made, a  post-effective  amendment to this  Registration
         Statement:

                           (i)  To  include  any  prospectus   required  by
                  Section 10(a)(3) of the Securities Act;

                           (ii) To reflect in the  prospectus  any facts or
                  events   arising   after  the   effective   date  of  the
                  Registration Statement (or the most recent post-effective
                  amendment   thereof)   which,   individually  or  in  the
                  aggregate,   represent  a   fundamental   change  in  the
                  information  set  forth  in the  Registration  Statement.
                  Notwithstanding  the foregoing,  any increase or decrease
                  in  volume of  securities  offered  (if the total  dollar
                  value of  securities  offered would not exceed that which
                  was  registered)  and any deviation  from the low or high
                  end  of  the  estimated  maximum  offering  range  may be
                  reflected  in the  form  of  prospectus  filed  with  the
                  Commission  pursuant to Rule 424(b) if, in the aggregate,
                  the changes in volume and price  represent no more than a
                  20% change in the maximum  aggregate  offering  price set
                  forth in the  "Calculation of Registration  Fee" table in
                  the effective registration statement; and

                           (iii) To include any material  information  with
                  respect  to  the  plan  of  distribution  not  previously
                  disclosed in the  Registration  Statement or any material
                  change to such information in the Registration Statement.

         Provided, however, that paragraphs (A)(l)(i) and (A)(1)(ii) do not
apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs is contained in periodic  reports filed with
or furnished to the Commission by the Registrant  pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.



                                     5





                  (2) That,  for the purpose of  determining  any liability
         under the Securities Act each such post-effective  amendment shall
         be  deemed  to be a new  registration  statement  relating  to the
         securities offered therein, and the offering of such securities at
         that time  shall be deemed to be the  initial  bona fide  offering
         thereof.

                  (3)  To   remove   from   registration   by  means  of  a
         post-effective  amendment any of the securities  being  registered
         that remain unsold at the termination of the offering.

         (B)  The  Registrant  hereby  undertakes  that,  for  purposes  of
determining  any  liability  under the  Securities  Act, each filing of the
Registrant's  annual  report  pursuant to section 13(a) or section 15(d) of
the  Exchange  Act (and each filing of an employee  benefit  plan's  annual
report  pursuant to section 15(d) of the Exchange Act) that is incorporated
by  reference  in the  Registration  Statement  shall be deemed to be a new
registration  statement  relating to the securities offered herein, and the
offering of such  securities at that time shall be deemed to be the initial
bona fide offering thereof.

         (C) Insofar as indemnification  for liabilities  arising under the
Securities  Act may be permitted  to  directors,  officers and  controlling
persons  of  the  Registrant  pursuant  to  the  foregoing  provisions,  or
otherwise,  the  Registrant  has been  advised  that in the  opinion of the
Commission  such  indemnification  is against public policy as expressed in
the Securities Act and is,  therefore,  unenforceable.  In the event that a
claim for indemnification  against such liabilities (other than the payment
by the  Registrant of expenses  incurred or paid by a director,  officer or
controlling  person of the  Registrant  in the  successful  defense  of any
action,  suit or  proceeding)  is  asserted  by such  director,  officer or
controlling person in connection with the securities being registered,  the
Registrant  will,  unless in the opinion of its counsel the matter has been
settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
jurisdiction  the question  whether such  indemnification  by it is against
public  policy,  as expressed in the Securities Act and will be governed by
the final adjudication of such issue.




                                     6




                                 SIGNATURES

         Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has  reasonable  grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment  No. 1 to be signed on its behalf by the  undersigned,  thereunto
duly  authorized in the City of  Covington,  Commonwealth  of Kentucky,  on
August 9, 2005.

                                  ASHLAND INC.,
                                  By
                                         /s/ David L. Hausrath
                                     ------------------------------------------
                                      Name:    David L. Hausrath
                                      Title:   Senior Vice President, General
                                               Counsel and Secretary


         Pursuant  to  the   requirements   of  the  Securities  Act,  this
Post-Effective  Amendment  No. 1 has  been  signed  below by the  following
persons in the capacities indicated on August 9, 2005.




                      SIGNATURE                                                 TITLE
                                                    

                         *                             
--------------------------------------------------     Chairman of the Board and Chief Executive Officer
                  James J. O'Brien                     (Principal Executive Officer)

                         *                             
--------------------------------------------------     Senior Vice President and Chief Financial Officer
                   J. Marvin Quin                      (Principal Financial Officer)

                         *                             
--------------------------------------------------     Vice President and Controller
                  Lamar M. Chambers                    (Principal Accounting Officer)

                         *                             Director
--------------------------------------------------     
                   Ernest H. Drew

                         *                             Director
--------------------------------------------------     
                    Roger W. Hale

                         *                             Director
--------------------------------------------------     
                 Bernadine P. Healy

                         *                             Director
--------------------------------------------------     
                  Mannie L. Jackson

                         *                             Director
--------------------------------------------------     
                  Patrick F. Noonan

                         *                             Director
--------------------------------------------------     
                  Kathleen Ligocki




                                    7



                         *                             Director
--------------------------------------------------     
              George A. Schaefer, Jr.

                         *                             Director
--------------------------------------------------     
                  Theodore M. Solso

                         *                             Director
--------------------------------------------------     
                   Michael J. Ward


*By:     /s/ David L. Hausrath
--------------------------------------------------     
             David L. Hausrath
             Attorney-in-fact  





                                     8





                               EXHIBIT INDEX

        4.1        Second  Restated   Articles  of   Incorporation  of  the
                   Registrant (incorporated herein by  reference to Exhibit
                   3(i) to Registrant's  Quarterly  Report on Form 10-Q for
                   the fiscal quarter ended June 30, 2005).*
        4.2        Rights  Agreement  dated  as of  May  16,  1996  between
                   Ashland  Inc. and  National  City Bank,  as Rights Agent
                   (incorporated  herein by reference to Exhibit 4.4 to Old
                   Ashland's Annual Report on Form 10-K for the fiscal year
                   ended September 30, 2001).*
        4.3        Amendment  No. 1 dated as of March  18,  2004 to  Rights
                   Agreement  dated as of May 16, 1996 between Ashland Inc.
                   and National  City Bank,  as Rights Agent  (incorporated
                   herein  by  reference  to  Exhibit  4 to  Old  Ashland's
                   Quarterly  Report  on Form 10-Q for the  fiscal  quarter
                   ended March 31, 2004).*
        4.4        Amendment  No. 2 dated as of April  27,  2005 to  Rights
                   Agreement  dated as of May 16, 1996 between Ashland Inc.
                   and National  City Bank,  as Rights Agent  (incorporated
                   herein by reference  to Exhibit 4.4 of the  Registrant's
                   Form  S-4/A  filed  with the  Commission  on May 2, 2005
                   (Registration No. 333-119689-01)).*
        4.5        Specimen  certificate  of Common Stock,  par value $0.01
                   per share  (incorporated  herein by reference to Exhibit
                   4.2  of the  Registrant's  Form  S-4/A  filed  with  the
                   Commission   on  May   10,   2005    (Registration   No.
                   333-119689-01)).*
        4.6        By-laws  of  the  Registrant   (incorporated  herein  by
                   reference  to  Exhibit  3(ii) to Registrant's  Quarterly
                   Report on Form 10-Q for the  fiscal  quarter  ended June
                   30, 2005).*
        4.7        Ashland Inc. Deferred Compensation Plan for Non-Employee
                   Directors  (incorporated  herein by reference to Exhibit
                   10.5 of Old Ashland's  Quarterly Report on Form 10-Q for
                   the fiscal quarter ended December 31, 2004).*
        5          Opinion of David L. Hausrath, Esq.**
        23.1       Consent of Ernst & Young LLP.**
        23.2       Consent of PricewaterhouseCoopers LLP.**
        23.3       Consent of David L. Hausrath,  Esq. (included as part of
                   Exhibit 5).**
        24.1       Power of Attorney.**
        24.2       Certified  Resolutions  of  the  Registrant's  Board  of
                   Directors  authorizing  execution  of this  Registration
                   Statement by Power of Attorney.**

         -----------------
         *Previously filed

         **Filed herewith






                                     9