S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

Virginia                                                                   13-1872319

(State or other jurisdiction of incorporation or organization)                                          (I.R.S. Employer Identification No.)

190 Carondelet Plaza, Suite 1530, Clayton, MO                                                                                                              63105

(Address of Principal Executive Offices)                                                                                                                        (Zip Code)

OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN

(Full title of the plan)

G. H. Pain

Vice President, General Counsel and Secretary

Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, Missouri  63105

(Name and address of agent for service)

314-480-1400

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer                                                      [x]                      Accelerated filer                                           [  ]

Non-accelerated filer                                                        [  ]                      Smaller reporting company                        [  ]

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock (par value $1.00 per share)	3,000,000(1)	$27.09	$81,270,000	$3,194.00

(1)           In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the Plan, as well as any additional shares of Common Stock which become issuable under the Plan by reason of any stock dividend or stock split or as the result of other anti-dilution provisions in the Plan.

(2)           Estimated solely for purposes of calculating the amount of the registration fee, pursuant to Rule 457(c) and (h), based upon the average of the high and low prices reported for the Common Stock on August 21, 2008, on the New York Stock Exchange consolidated reporting system.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

EXPLANATORY NOTE

Olin Corporation (“Company”) has prepared this Registration Statement (the “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 3,000,000 shares of Common Stock, which will be issued in accordance with our Contributing Employee Ownership Plan (“Plan”).

INCORPORATION OF CONTENTS OF REGISTRATION

STATEMENT BY REFERENCE

The Company filed a registration statement on Form S-8 (File No. 333-127112) with the Securities and Exchange Commission (“SEC”) covering the registration of 3,000,000 shares for issuance under the Plan.  Pursuant to General Instruction E of Form S-8 and Rule 429, this Registration Statement is being filed to register an additional 3,000,000 shares pursuant to the Plan.  The contents of the prior registration statement (File No. 333-127112) are incorporated herein by reference.

Item 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

We incorporate by reference the documents listed below which were filed with the SEC under the Securities Exchange Act of 1934:

(a)   Our Annual Report on Form 10-K for the fiscal year ended December 31, 2007;

(b)   The Plan’s Annual Report on Form 11-K for the fiscal year ended December 31, 2007;

(c)   Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2008 and June 30, 2008;

(d)   Our Current Reports on Form 8-K filed on February 25, 2008, June 27, 2008, July 25, 2008, and July 28, 2008; and

(e)   The descriptions of our Common Stock contained in Amendment No. 3 to Olin’s Registration Statement on Form S-4 filed on August 14, 2002 (Registration No. 333-88990).

We also incorporate by reference each of the following documents that we will file with the SEC after the date of this registration statement until this offering is completed, which documents shall be deemed to be incorporated herein from the date of filing of such documents:

─ reports filed under Section 13(a) and (c) of the Securities Exchange Act of 1934;

─ definitive proxy or information statements filed under Section 14 of the Securities Exchange Act of 1934 in connection with any subsequent stockholders’ meeting; and

─ any reports filed under Section 15(d) of the Securities Exchange Act of 1934.

Item 8.                       EXHIBITS

The Exhibits to this Registration Statement are listed in the Exhibit Index to this Registration Statement, which Index is incorporated herein by reference.

SIGNATURES

Registrant.  Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clayton, State of Missouri, on August 25, 2008.

OLIN CORPORATION

By:           /s/ G. H. Pain                                                      

G. H. Pain, Vice President, General

Counsel and Secretary

POWER OF ATTORNEY

We the undersigned officers and directors of Olin Corporation, hereby severally constitute and appoint George H. Pain, John E. Fischer and Dennis R. McGough, and each of them singly, our true and lawful attorneys-in-fact, with full power to them in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including any post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Joseph D. Rupp  Joseph D. Rupp	Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)	August 25, 2008
/s/ John E. Fischer                                                 John E. Fischer	Vice President and Chief Financial Officer (Principal Financial Officer)	August 25, 2008
/s/ Todd A. Slater                                                 Todd A. Slater	Vice President and Controller (Principal Accounting Officer)	August 25, 2008
/s/ Donald W. Bogus  Donald W. Bogus	Director	August 25, 2008
/s/ C. Robert Bunch                                                 C. Robert Bunch	Director	August 25, 2008
/s/ Randall W. Larrimore Randall W. Larrimore	Director	August 25, 2008
/s/ John M.B. O’Connor John M.B. O’Connor	Director	August 25, 2008
/s/ Richard M. Rompala Richard M. Rompala	Director	August 25, 2008
/s/ Philip J. Schulz                                                 Philip J. Schulz	Director	August 25, 2008
/s/ Vince J. Smith                                                 Vince J. Smith	Director	August 25, 2008

Plan.  Pursuant to the requirements of the Securities Act of 1933, the Olin Corporation Contributing Employee Ownership Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Clayton, State of Missouri, on this 25th day of August, 2008.

OLIN CORPORATION CONTRIBUTING

EMPLOYEE OWNERSHIP PLAN

By the Pension and CEOP Administrative Committee

/s/ Dennis R. McGough

Dennis R. McGough

/s/ Sharon E. Doughty

Sharon E. Doughty

/s/ Denise C. Lockwood

Denise C. Lockwood

/s/ Mary Ann T. DeRosa

Mary Ann T. DeRosa

EXHIBIT INDEX

       EXHIBIT                           DESCRIPTION

5	Opinion of Counsel
23.1	Consent of KPMG LLP

 23.2 Consent of Ernst & Young LLP

23.3	Consent of Amper, Politziner & Mattia, LLP
23.4	Consent of Counsel (contained in Exhibit 5)
24	Power of Attorney (included on signature page)

EX-5

Exhibit 5

     August 25, 2008

Olin Corporation

190 Carondelet Plaza, Suite 1530

Clayton, Missouri  63105

Re: Shares of Common Stock to be Issued Under Olin Corporation Contributing Employee Ownership Plan

Ladies and Gentlemen:

I refer to the Registration Statement on Form S-8 of Olin Corporation, a Virginia corporation (the “Company”), to be filed with the Securities and Exchange Commission today.  This Registration Statement is filed for the purpose of registering under the Securities Act of 1933, 3,000,000 shares of Common Stock, par value $1.00 per share (“Common Stock”), of the Company in connection with the Olin Corporation Contributing Employee Ownership Plan (“Plan”).

I have examined the Articles of Incorporation, as amended and restated, the By-laws of the Company, as presently in effect, minutes of the applicable meetings of the Board of Directors and shareholders of the Company, or statements of unanimous consent in lieu of such meetings, together with such other corporate records, certificates of public officials and other documents as I have deemed relevant to this opinion.

Based upon the foregoing, it is my opinion that all of the aforesaid 3,000,000 shares of Common Stock associated with the Plan, as shall be issued from authorized stock of the Company as described in such Registration Statement, shall be, when so issued, legally issued, fully paid and non-assessable.  I hereby consent to the inclusion of this opinion in the Registration Statement as an exhibit thereto.

Very truly yours,

/s/ G. H. Pain

G. H. Pain

Vice President, General Counsel and

    Secretary

EX-23.1

                                                                                            Exhibit 23.1

Consent of Independent RegisteredPublic Accounting Firm

The Board of Directors

Olin Corporation:

We consent to the use of our report dated February 27, 2008, with respect to the consolidated balance sheets of Olin Corporation as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2007 and the effectiveness of internal control over financial reporting as of December 31, 2007, incorporated herein by reference.

Our report with respect to the consolidated financial statements contains an explanatory paragraph that refers to Olin Corporation’s adoption of the provisions of Financial Accounting Standards Board’s Interpretation No. 48, Accounting for Uncertainty in Income Taxes, in 2007, adoption of the provisions of Statement of Financial Accounting Standards (SFAS) No. 123 (Revised 2004), Share-Based Payment, in 2006, the provisions of SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, in 2006. 

/s/ KPMG LLP

St. Louis, MO

August 25, 2008

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) of Olin Corporation pertaining to the Olin Corporation Contributing Employee Ownership Plan of our report dated February 20, 2008, with respect to the financial statements of the SunBelt Chlor Alkali Partnership included in the Annual Report (Form 10-K) of Olin Corporation for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Cleveland, Ohio

August 22, 2008

EX-23.3

Exhibit 23.3

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this registration statement on Form S-8 of Olin Corporation pertaining to the Olin Corporation Contributing Employee Ownership Plan of our report dated June 27, 2008 on the financial statements and supplemental schedule of the Olin Corporation Contributing Employee Ownership Plan, which is included in the Plan’s annual report (Form 11-K) as of and for the year ended December 31, 2007.

/s/ AMPER, POLITZINER & MATTIA, LLP

New York, New York

August 25, 2008