FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WILLIS J KEVIN   2. Issuer Name and Ticker or Trading Symbol ASHLAND INC. [ASH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 50 E. RIVERCENTER BLVD. 3. Date of Earliest Transaction (Month/Day/Year) 01/02/2014 (Street) COVINGTON, KY 41011 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/02/2014   M   165 A (1) 1,039 D   Common Stock 01/02/2014   F(2)   52 D $ 97.04 987 D   Common Stock               14,114 (3) I 401(k) Common Stock               887 (4) I LESOP

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Common Stock Units

(5)

01/02/2014

M

165

(5)

01/02/2014

Common Stock

165

(1)

14,767

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WILLIS J KEVIN 50 E. RIVERCENTER BLVD. COVINGTON, KY 41011			Chief Financial Officer

Signatures

/s/ David A. Rines, Attorney-in-Fact		01/06/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares of common stock received in settlement of an equal number of common stock units as described in footnote (5) below.
(2)	Payment of tax liability by withholding securities incident to the conversion of common stock units referenced in footnote (5) below.
(3)	Based on Employee Savings Plan information as of December 13, 2013, the latest date for which such information is reasonably available.
(4)	Shares accrued under Ashland's Leveraged Employee Stock Ownership Plan as of December 13, 2013.
(5)	The common stock units were converted into shares of common stock pursuant to an election by the reporting person for fixed schedule distributions under the Ashland Inc. Deferred Compensation Plan for Employees (2005) (the "Employee Deferral Plan"). Fixed schedule distributions under the Employee Deferral Plan must be made not less than two years measured from the beginning of the plan year after the plan year in which the election is made. Each common stock unit under the Employee Deferral Plan entitles a participant to receive one share of Ashland common stock or the cash value thereof.

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