Sec Form 13G Filing - HARBINGER CAPITAL PARTNERS MASTER FUND I LTD. filing for ASHLAND LLC (ASH) - 2009-02-13

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 4)


                                  Ashland Inc.*
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                                  Common Stock
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    044209104
- --------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 2008
- --------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

     Check the  appropriate  box to  designate  the rule  pursuant to which this
Schedule is filed:

          [_]  Rule 13d-1(b)

          [x]  Rule 13d-1(c)

          [_]  Rule 13d-1(d)

- ----------

* IMPORTANT NOTE: THE SECURITIES SET FORTH IN THIS REPORT ARE DIRECTLY
BENEFICIALLY OWNED BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD. AND/OR
HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P. (COLLECTIVELY, THE
"FUNDS"). ALL OTHER ENTITIES AND PERSONS ARE INCLUDED WITHIN THIS REPORT DUE TO
THEIR AFFILIATION WITH ONE OR BOTH OF THE FUNDS.

** The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).



CUSIP No. 044209104
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbinger Capital Partners Master Fund I, Ltd.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     329,650

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     329,650

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     329,650

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0.5%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO

________________________________________________________________________________



CUSIP No. 044209104
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbinger Capital Partners Offshore Manager, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     329,650

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     329,650

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     329,650

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0.5%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO

- --------------------------------------------------------------------------------



CUSIP No. 044209104
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     HMC Investors, L.L.C.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     329,650

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     329,650

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     329,650

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0.5%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO

- --------------------------------------------------------------------------------



CUSIP No. 044209104
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbinger Capital Partners Special Situations Fund, L.P.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,332,692

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,332,692

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,332,692

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.2%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     PN

- --------------------------------------------------------------------------------


CUSIP No. 044209104
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbinger Capital Partners Special Situations GP, LLC

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,332,692

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,332,692

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,332,692

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.2%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO

- --------------------------------------------------------------------------------


CUSIP No. 044209104
            ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

         HMC - New York, Inc.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     New York

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,332,692

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,332,692

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,332,692

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.2%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO

- --------------------------------------------------------------------------------


CUSIP No. 044209104
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Harbert Management Corporation

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     Alabama

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,332,692

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,332,692

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,332,692

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.2%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     CO

- --------------------------------------------------------------------------------



CUSIP No. 044209104
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Philip Falcone

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,662,342

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,662,342

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,662,342

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.6%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

- --------------------------------------------------------------------------------



CUSIP No. 044209104
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Raymond J. Harbert

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,662,342

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,662,342

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,662,342

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.6%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

- --------------------------------------------------------------------------------



CUSIP No. 044209104
          ---------------------

1.   NAME OF REPORTING PERSONS
     I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

     Michael D. Luce

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                 (a)  [_]
                                                                 (b)  [X]
3.   SEC USE ONLY



4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     0

6.   SHARED VOTING POWER

     2,662,342

7.   SOLE DISPOSITIVE POWER

     0

8.   SHARED DISPOSITIVE POWER

     2,662,342

9.   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

     2,662,342

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
     SHARES (SEE INSTRUCTIONS)

                                                                      [_]

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.6%

12.  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

     IN

________________________________________________________________________________



CUSIP No. 044209104
          ---------------------



Item 1(a).  Name of Issuer:

            Ashland Inc.
            ____________________________________________________________________

      (b).  Address of Issuer's Principal Executive Offices:

            50 E. RiverCenter Boulevard
            P.O. Box 391
            Covington, Kentucky  41012

            ____________________________________________________________________


Item 2(a).  Name, Principal Business Address, and Citizenship of Persons Filing:


            Harbinger Capital Partners Master Fund I, Ltd. - Cayman Islands
            c/o International Fund Services (Ireland) Limited
            Third Floor, Bishop's Square
            Redmond's Hill
            Dublin 2, Ireland

            Harbinger Capital Partners Special Situations Fund, L.P. - Delaware
            Harbinger Capital Partners Special Situations GP, LLC - Delaware
            HMC - New York, Inc. - New York
            Philip Falcone - U.S.A.
            555 Madison Avenue
            16th Floor
            New York, New York 10022
            United States of America

            Harbinger Capital Partners Offshore Manager, L.L.C. - Delaware
            HMC Investors, L.L.C. - Delaware
            Harbert Management Corporation - Alabama
            Raymond J. Harbert - U.S.A.
            Michael D. Luce - U.S.A.
            2100 Third Avenue North, Suite 600
            Birmingham, Alabama 35203
            United States of America

            ____________________________________________________________________


      (d).  Title of Class of Securities:


            Common Stock
            ____________________________________________________________________



      (e).  CUSIP Number:

            044209104
            ____________________________________________________________________


Item 3.     If This Statement  is filed  pursuant to ss.240.13d-1(b) or
            240.13d-2(b), or (c), check whether the person filing is a:

     (a)  [_]  Broker or dealer registered under Section 15 of the Exchange Act
               (15 U.S.C. 78c).

     (b)  [_]  Bank as defined in Section 3(a)(6) of the Exchange Act (15
               U.S.C. 78c).

     (c)  [_]  Insurance  company as defined in Section 3(a)(19) 
of the Exchange
               Act (15 U.S.C. 78c).

     (d)  [_]  Investment  company  registered under Section 8 of the Investment
               Company Act of 1940 (15 U.S.C. 80a-8).

     (e)  [_]  An investment adviser in accordance with
               s.240.13d-1(b)(1)(ii)(E);

     (f)  [_]  An employee  benefit plan or endowment  fund in  accordance  with
               s.240.13d-1(b)(1)(ii)(F);

     (g)  [_]  A parent  holding  company or control  person in accordance  with
               Rule 13d-1(b)(1)(ii)(G);

     (h)  [_]  A savings  association  as defined in Section 3(b) of the Federal
               Deposit Insurance Act (12 U.S.C.1813);

     (i)  [_]  A  church  plan  that  is  excluded  from  the  definition  of an
               investment  company  under  Section  3(c)(14)  of the  Investment
               Company Act of 1940 (15 U.S.C. 80a-3);

     (j)  [_]  Group, in accordance with s.240.13d-1(b)(1)(ii)(J).

Item 4.  Ownership.

     Provide  the  following  information  regarding  the  aggregate  number and
percentage of the class of securities of the issuer identified in Item 1.

     (a)  Amount beneficially owned:

          Harbinger Capital Partners Master Fund I, Ltd. - 329,650
          Harbinger Capital Partners Offshore Manager, L.L.C. - 329,650
          HMC Investors, L.L.C. - 329,650
          Harbinger Capital Partners Special Situations Fund, L.P. - 2,332,692
          Harbinger Capital Partners Special Situations GP, LLC - 2,332,692
          HMC - New York, Inc. - 2,332,692
          Harbert Management Corporation - 2,332,692
          Philip Falcone - 2,662,342
          Raymond J. Harbert - 2,662,342
          Michael D. Luce - 2,662,342
          ______________________________________________________________________

     (b)  Percent of class:

          Harbinger Capital Partners Master Fund I, Ltd. - 0.5%
          Harbinger Capital Partners Offshore Manager, L.L.C. - 0.5%
          HMC Investors, L.L.C. - 0.5%%
          Harbinger Capital Partners Special Situations Fund, L.P. - 3.2%
          Harbinger Capital Partners Special Situations GP, LLC - 3.2%
          HMC - New York, Inc. - 3.2%
          Harbert Management Corporation - 3.2%
          Philip Falcone - 3.6%
          Raymond J. Harbert - 3.6%
          Michael D. Luce - 3.6%
          ______________________________________________________________________

     (c)  Number of shares as to which the person has:

               (i)      Sole power to vote or to direct the vote:

          Harbinger Capital Partners Master Fund I, Ltd. - 0
          Harbinger Capital Partners Offshore Manager, L.L.C. - 0
          HMC Investors, L.L.C. - 0
          Harbinger Capital Partners Special Situations Fund, L.P. - 0
          Harbinger Capital Partners Special Situations GP, LLC - 0
          HMC - New York, Inc. - 0
          Harbert Management Corporation - 0
          Philip Falcone - 0
          Raymond J. Harbert - 0
          Michael D. Luce - 0

               (ii)     Shared power to vote or to direct the vote:

          Harbinger Capital Partners Master Fund I, Ltd. - 329,650
          Harbinger Capital Partners Offshore Manager, L.L.C. - 329,650
          HMC Investors, L.L.C. - 329,650
          Harbinger Capital Partners Special Situations Fund, L.P. - 2,332,692
          Harbinger Capital Partners Special Situations GP, LLC - 2,332,692
          HMC - New York, Inc. - 2,332,692
          Harbert Management Corporation - 2,332,692
          Philip Falcone - 2,662,342
          Raymond J. Harbert - 2,662,342
          Michael D. Luce - 2,662,342

               (iii)    Sole power to dispose or to direct the disposition of:

          Harbinger Capital Partners Master Fund I, Ltd. - 0
          Harbinger Capital Partners Offshore Manager, L.L.C. - 0
          HMC Investors, L.L.C. - 0
          Harbinger Capital Partners Special Situations Fund, L.P. - 0
          Harbinger Capital Partners Special Situations GP, LLC - 0
          HMC - New York, Inc. - 0
          Harbert Management Corporation - 0
          Philip Falcone - 0
          Raymond J. Harbert - 0
          Michael D. Luce - 0



               (iv)     Shared power to dispose or to direct the disposition of:

          Harbinger Capital Partners Master Fund I, Ltd. - 329,650
          Harbinger Capital Partners Offshore Manager, L.L.C. - 329,650
          HMC Investors, L.L.C. - 329,650
          Harbinger Capital Partners Special Situations Fund, L.P. - 2,332,692
          Harbinger Capital Partners Special Situations GP, LLC - 2,332,692
          HMC - New York, Inc. - 2,332,692
          Harbert Management Corporation - 2,332,692
          Philip Falcone - 2,662,342
          Raymond J. Harbert - 2,662,342
          Michael D. Luce - 2,662,342

Item 5.  Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [X].


         _______________________________________________________________________


Item 6.  Ownership of More Than Five Percent on Behalf of Another Person.

     If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified.  A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.

            N/A
         _______________________________________________________________________


Item 7.  Identification and  Classification of the Subsidiary Which Acquired the
         Security  Being  Reported on by the Parent  Holding  Company or Control
         Person.

     If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary.  If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.

            N/A
         _______________________________________________________________________


Item 8.  Identification  and  Classification  of Members of the Group.

     If a group has filed this schedule pursuant to Sec.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to Sec.240.13d-1(c) or Sec.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.

            N/A
         _______________________________________________________________________


Item 9.  Notice of Dissolution of Group.

     Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity.  See Item 5.

            N/A
          ______________________________________________________________________



Item 10.  Certification.

     (b)  The  following  certification  shall be included if the  statement  is
          filed pursuant to Rule 13d-1(c):

          By signing  below I certify  that,  to the best of my  knowledge  and
          belief, the securities referred to above were not acquired and are not
          held for the purpose of or with the effect of changing or influencing
          the control of the issuer of the  securities and were not acquired and
          are not held in connection with or as a participant in any transaction
          having such purpose or effect.

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.


Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
________________________

Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
________________________

HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
________________________

Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member

By: /s/ Joel B. Piassick
________________________

Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member

By: /s/ Joel B. Piassick
________________________

HMC - New York, Inc.

By: /s/ Joel B. Piassick
________________________

Harbert Management Corporation

By: /s/ Joel B. Piassick
________________________

/s/ Philip Falcone
_____________________
Philip Falcone

/s/ Raymond J. Harbert
_____________________
Raymond J. Harbert

/s/ Michael D. Luce
_____________________
Michael D. Luce

February 17, 2009



                                                                      Exhibit A




                                    AGREEMENT

The undersigned agree that this Schedule 13G, Amendment No. 4, dated February
17, 2009 relating to the Common Stock of Ashland Inc. shall be filed on behalf
of the undersigned.


Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
_________________________

Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member

By: /s/ Joel B. Piassick
_________________________

HMC Investors, L.L.C.

By: /s/ Joel B. Piassick
_________________________

Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member

By: /s/ Joel B. Piassick
________________________

Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member

By: /s/ Joel B. Piassick
________________________

HMC - New York, Inc.

By: /s/ Joel B. Piassick
________________________

Harbert Management Corporation

By: /s/ Joel B. Piassick
________________________

/s/ Philip Falcone
_____________________
Philip Falcone

/s/ Raymond J. Harbert
_____________________
Raymond J. Harbert

/s/ Michael D. Luce
_____________________
Michael D. Luce




February 17, 2009



SK 03773 0003 958273