Sec Form 4 Filing - OBRIEN JAMES J /KY @ ASHLAND INC. - 2012-07-05

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 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 OBRIEN JAMES J /KY 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 Executive Officer (Last) (First) (Middle) 50 E. RIVERCENTER BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 07/05/2012 (Street) COVINGTON, KY41012-0391 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/05/2012 S( 1 ) 37,500 D $ 70 96,679 D Common Stock 07/06/2012 M( 1 ) 152,744 A $ 49.79 249,423 D Common Stock 07/06/2012 F( 2 ) 128,544 D $ 69.43 120,879 D Common Stock 3,131 ( 3 ) I 401(k) Common Stock 2,655 ( 4 ) I Lesop

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Appreciation Right $ 49.79 07/06/2012 M( 1 )( 5 ) 152,744 09/15/2006 10/15/2015 Common Stock 152,744 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OBRIEN JAMES J /KY 50 E. RIVERCENTER BOULEVARD COVINGTON, KY41012-0391 Chief Executive Officer Signatures /s/ David A. Rines, Attorney-in-Fact 07/09/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2011. ( 2 )Payment of exercise price and tax liability by withholding securities incident to the exercise of Stock Appreciation Rights referenced in footnote 5. ( 3 )Based on Employee Savings Plan information as of 7-5-12, the latest date for which such information is reasonably available. ( 4 )Shares accrued under Ashland's Leveraged Employee Stock Ownership Plan as of 7-5-12. ( 5 )Stock Appreciation Right granted pursuant to Ashland's Amended and Restated 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* 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).

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