8-K

UNITED STATES

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):  November 19, 2007

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	1-1070	13-1872319
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

	190 Carondelet Plaza, Suite 1530      Clayton, MO     (Address of principal executive offices)	63105-3443 (Zip Code)
(314) 480-1400 (Registrant’s telephone number, including area code)

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

[   ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Item 2.01                      Completion of Acquisition or Disposition of Assets.

On November 19, 2007, Olin Corporation (“Olin”) completed the sale of its metals business (the “Business”) to Global Brass and Copper, Inc., an affiliate of KPS Capital Partners, LP (“KPS”).  The Business is engaged in the production and distribution of copper and copper alloy sheet, strip, foil, rod, welded tube, fabricated parts and stainless steel and aluminum strip.

In connection with the sale, Olin expects to realize approximately $380 million in net after tax proceeds.

Olin currently intends to use the amount received in connection with the sale to reduce the debt incurred in its acquisition of Pioneer Companies, Inc. (“Pioneer”) and to fund both the redemption of Pioneer’s outstanding convertible notes and the ongoing conversion of the St. Gabriel, LA chlor alkali facility from mercury cell to membrane technology.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)           In connection with the closing of the sale (the “Closing”), Jeffrey J. Haferkamp, Vice President and President, Olin Brass, resigned as an officer of Olin effective as of November 19, 2007.  KPS has informed Olin that it will employ Mr. Haferkamp after the Closing.

Item 8.01.                                Other Events.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of Olin’s press release dated November 19, 2007 announcing the Closing.

Item 9.01                      Financial Statements and Exhibits.

 (d)                 Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated November 19, 2007

SIGNATURE

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 hereunto duly authorized.

       OLIN CORPORATION

       By:           /s/ George H. Pain

      Name:         George H. Pain

      Title:       Vice President, General

      Counsel and Secretary

Date:  November 19, 2007

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated November 19, 2007

EX-99.1

Exhibit 99.1

Investor Contact: Larry P. Kromidas

(618) 258-3206

 News

Olin Corporation, 190 Carondelet Plaza, Suite 1530, Clayton, MO 63105-3443

FOR IMMEDIATE RELEASE

OLIN ANNOUNCES SALE OF ITS METALS DIVISION

TO GLOBAL BRASS AND COPPER, INC.

CLAYTON, MO, November 19, 2007– Olin Corporation (NYSE: OLN) announced today the completion of the sale of its Metals business to Global Brass and Copper, Inc., an affiliate of KPS Capital Partners, LP.  In connection with the sale, Olin expects to realize approximately $380 million in net after tax proceeds. The sale includes all of the Company’s worldwide Metals operations, including its manufacturing facilities in East Alton, Illinois; Montpelier and Bryan, Ohio; Waterbury, Connecticut; and Cuba, Missouri, as well as its A. J. Oster metals service centers.

COMPANY DESCRIPTION

Olin Corporation is a manufacturer concentrated in two business segments:  Chlor Alkali Products and Winchester.  Chlor Alkali Products manufactures chlorine and caustic soda, sodium hydrosulfite, hydrochloric acid, hydrogen, potassium hydroxide and bleach products.  Winchester products include sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements. These statements relate to analyses and other information that are based on management's beliefs, certain assumptions made by management, forecasts of future results, and current expectations, estimates and projections about the markets and economy in which we and our various segments operate. The statements contained in this communication that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have used the words "anticipate," "intend," "may," "expect," "believe," "should," "plan," "project," "estimate," and variations of such words and similar expressions in this communication to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict and many of which are beyond our control. Therefore, actual outcomes and results may differ materially from those matters expressed or implied in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statements, whether as a result of future events, new information or otherwise. Relative to the dividend, the payment of cash dividends is subject to the discretion of our board of directors and will be determined in light of then-current conditions, including our earnings, our operations, our financial conditions, our capital requirements and other factors deemed relevant by our board of directors. In the future, our board of directors may change our dividend policy, including the frequency or amount of any dividend, in light of then-existing conditions.

The risks, uncertainties and assumptions involved in our forward-looking statements, many of which are discussed in more detail in our filings with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2006, include, but are not limited to, the following:

·   sensitivity to economic, business and market conditions in the United States and overseas, including economic instability or a downturn in the sectors served by us, such as ammunition, housing, vinyls and pulp and paper and the migration by United States customers to low-cost foreign locations;

·   the cyclical nature of our operating results, particularly declines in average selling prices in the chlor alkali industry and the supply/demand balance for our products, including the impact of excess industry capacity or an imbalance in demand for our chlor alkali products;

·   economic and industry downturns that result in diminished product demand and excess manufacturing capacity in any of our segments and that, in many cases, result in lower selling prices and profits;

·   the effects of any declines in global equity markets on asset values and any declines in interest rates used to value the liabilities in our pension plan;

·   costs and other expenditures in excess of those projected for environmental investigation and remediation or other legal proceedings;

·   higher-than-expected raw material, energy, transportation, and/or logistics costs;

·   unexpected litigation outcomes;

·   the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of labor disruptions and production hazards;

·   new regulations or public policy changes regarding the transportation of hazardous chemicals and the security of chemical manufacturing facilities; and

·   an increase in our indebtedness or higher-than-expected interest rates, affecting our ability to generate sufficient cash flow for debt service.

All of our forward-looking statements should be considered in light of these factors. In addition, other risks and uncertainties not presently known to us or that we consider immaterial could affect the accuracy of our forward-looking statements.

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