WATERS FRANK L 4

4 · ASHLAND INC · Filed Jun 17, 2005

Insider Transaction Report

Form 4

Period: 2005-06-15

ASHLAND INCASH

WATERS FRANK L

Vice President

Transactions

Exercise/Conversion
Common Stock
2005-06-16$39.00/sh+1,000$39,000→ 1,152 total
Exercise/Conversion
Common Stock
2005-06-16$28.13/sh+16,875$474,694→ 28,027 total
Exercise/Conversion
Stock Options (Right to buy)
2005-06-16$69.53/sh−16,875$1,173,302→ 5,625 total
Exercise: $28.13From: 2003-09-19Exp: 2012-10-19→ Common Stock (16,875 underlying)
Exercise/Conversion
Stock Options (Right to buy)
2005-06-16$69.53/sh−7,500$521,468→ 7,500 total
Exercise: $34.00From: 2004-09-18Exp: 2013-10-18→ Common Stock (7,500 underlying)
Sale
Common Stock
2005-06-16$69.53/sh−35,375$2,459,588→ 152 total
Exercise/Conversion
Common Stock
2005-06-16$36.63/sh+10,000$366,250→ 11,152 total
Exercise/Conversion
Common Stock
2005-06-16$34.00/sh+7,500$255,000→ 35,527 total
Exercise/Conversion
Stock Options (Right to buy)
2005-06-16$69.53/sh−1,000$69,529→ 0 total
Exercise: $39.00From: 1997-09-19Exp: 2006-10-19→ Common Stock (1,000 underlying)
Exercise/Conversion
Stock Options (Right to buy)
2005-06-16$69.53/sh−10,000$695,290→ 0 total
Exercise: $36.63From: 2000-09-16Exp: 2009-10-16→ Common Stock (10,000 underlying)
Other
Common Stock Units
2005-06-15$69.62/sh+76$5,291→ 25,628 total
Exercise: $0.00→ Common Stock (76 underlying)

Holdings

Common Stock
(indirect: LESOP)
670
Common Stock
(indirect: By 401(k))
1,824

Footnotes (8)

[F1]25 of these shares are held in Ashland's Open Enrollment Dividend Reinvestment and Stock Purchase Plan as of 6-15-05.
[F2]Based on Employee Savings Plan information as of 6-15-05, the latest date for which such information is reasonably available.
[F3]Shares accrued under Ashland's Leveraged Employee Stock Ownership Plan as of 6-15-05.
[F4]Employee stock option (represents a right to buy Ashland Common Stock) granted pursuant to Ashland's Amended and Restated Incentive Plan which vests in three annual installments: 50% after the 1st year, the next 25% the 2nd year and the remaining 25% the 3rd year. The employee stock option includes a tax withholding feature pursuant to the plan.
[F5]Employee stock option (represents a right to buy Ashland Common Stock) granted pursuant to Ashland's 1997 Stock Incentive Plan which vests in three annual installments: 50% after the 1st year, the next 25% the 2nd year and the remaining 25% the 3rd year. The employee stock option includes a tax withholding feature pursuant to the plan.
[F6]Employee stock option (represents a right to buy Ashland Common Stock) granted pursuant to Ashland's 1993 Stock Incentive Plan which vests in three annual installments: 50% after the 1st year, the next 25% the 2nd year and the remaining 25% the 3rd year. The employee stock option includes a tax withholding feature pursuant to the plan.
[F7]1-for-1
[F8]Common Stock Units acquired pursuant to Ashland's Deferred Compensation Plan as of 6-15-05, and exempt under Rule 16b-3(d). (One (1) Common Stock Unit in the Deferred Compensation Plan is the equivalent of one (1) share of Ashland Common Stock.)

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