ASHLAND INC
8-K, 2000-01-24
PETROLEUM REFINING
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                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D. C. 20549


                                  FORM 8-K

                               CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of
                    the Securities Exchange Act of 1934


    Date of report (Date of earliest event reported):  January 24, 2000


                                ASHLAND INC.
           (Exact name of registrant as specified in its charter)


                                  Kentucky
               (State or other jurisdiction of incorporation)

         1-2918                                              61-0122250
      (Commission File Number)                            (I.R.S. Employer
                                                          Identification No.)


   50 E. RiverCenter Boulevard, Covin                        41012-0391
           (Address of principal executive offices)          (Zip Code)


   P.O. Box 391, Covington, Kentucky                         41012-0391
           (Mailing Address)                                 (Zip Code)


     Registrant's telephone number, including area code (606) 815-3333



<PAGE>



    Item 5.  Other Events
    -------  ------------

     On June 22, 1999,  Ashland,  as a shareholder of Arch Coal,  announced
that it had retained the  investment  banking firm of Goldman Sachs to help
Ashland explore strategic alternatives for its investment in Arch Coal.

     On October 5, 1999,  Ashland  announced that it was making progress on
its study to explore strategic alternatives for its investment in Arch Coal
and that, at that point, a tax-free spin-off to its shareholders would seem
to be  its  preferred  alternative.  Ashland  also  announced  that  it had
submitted a proposal to Arch Coal and had begun  discussions with a special
committee  of the Arch Coal Board of  Directors  regarding  such a spin-off
transaction.  Such a spin-off  would be subject,  among other things,  to a
negotiated  agreement with the special  committee of the Arch Coal Board of
Directors,  approval by the Arch Coal shareholders, a favorable ruling from
the Internal Revenue Service, and approval by Ashland's Board of Directors.
There can be no assurance that an agreement  with the special  committee of
the Arch Coal Board of  Directors  will be  reached  or that the  necessary
approvals of the Arch Coal  shareholders and the Ashland Board of Directors
will be  obtained  or that a favorable  ruling  from the  Internal  Revenue
Service  will be  obtained.  Even  if an  agreement  is  reached  and  such
conditions  are met,  Ashland  anticipates  that it will be several  months
before a tax-free spin-off could be consummated.

     On January 24,  2000,  Ashland  announced  that it continues to pursue
spin-off  alternatives  for its  investment  in Arch Coal,  including  both
tax-free and taxable distributions.



                                    -2-
<PAGE>

                                 SIGNATURES
                                 ----------


     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:   January 24, 2000                        /s/ David L. Hausrath
                                                   -----------------------------
                                                   Name:     David L. Hausrath
                                                   Title:    Vice President and
                                                             General Counsel


                                    -3-


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