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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1. Name and Address of Reporting Person * WATERS FRANK L   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) Vice President (Last) (First) (Middle) 5200 BLAZER PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 12/07/2006 (Street) DUBLIN, OH 43017 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 12/07/2006   M   8,017 A $ 19.75 8,175 D   Common Stock 12/07/2006   M   2,849 A $ 25.54 11,024 D   Common Stock 12/07/2006   M   1,424 A $ 33.69 12,448 D   Common Stock 12/07/2006   M   2,849 A $ 37.46 15,297 D   Common Stock 12/07/2006   S   15,139 D $ 67.4742 158 D   Common Stock               2,436 (1) I 401(k) Common Stock               565 (2) 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

Stock Options (Right to buy)

$ 19.75

12/07/2006

M(3)

8,017

09/19/2003

10/19/2012

Common Stock

8,017

$ 0

0

D

Stock Options (Right to buy)

$ 25.54

12/07/2006

M(3)

2,849

09/20/2002

10/20/2011

Common Stock

2,849

$ 0

0

D

Stock Options (Right to buy)

$ 33.69

12/07/2006

M(3)

1,424

09/17/1999

10/17/2008

Common Stock

1,424

$ 0

0

D

Stock Options (Right to buy)

$ 37.46

12/07/2006

M(3)

2,849

09/18/1998

10/18/2007

Common Stock

2,849

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WATERS FRANK L 5200 BLAZER PARKWAY DUBLIN, OH 43017			Vice President

Signatures

David B. Mattingly, Attorney-in-Fact		12/11/2006
**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)	Based on Employee Savings Plan information as of 12-6-2006, the latest date for which such information is reasonably available.
(3)	Employee stock option (represents a right to buy Ashland Common Stock) granted pursuant to Ashland's 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.
(2)	Shares accrued under Ashland's Leveraged Employee Stock Ownership Plan as of 12-6-2006.

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