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):  October 3, 2008

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 (17 CFR 240.14d-2(b))

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

Item 2.02                      Results of Operations and Financial Condition.

Olin Corporation (the “Company”) announced that it will include an impairment charge of $26.6 million in its third quarter results of operations, as discussed in Item 2.06 below.  The Company also announced that it expects to report third quarter 2008 earnings, excluding such impairment charge, that exceed the high end of the $0.65 to $0.70 per diluted share range it provided in its July 24, 2008 second quarter earnings release.

Attached as Exhibit 99.1 is a copy of the Company’s press release dated October 9, 2008 with respect to the impairment charge and third quarter earnings. The information in this Item 2.02 and the exhibit hereto are furnished to, but not filed with, the Securities and Exchange Commission.

Item 2.06                      Material Impairments.

On October 3, 2008, the chief financial officer of the Company concluded that an impairment charge is required under generally accepted accounting principles applicable to the Company.  The impairment charge is expected to be the full value of a $26.6 million investment in corporate debt securities.  The Company does not anticipate that the impairment charge will result in future cash expenditures.  

As of June 30, 2008, these corporate debt securities totaling $26.6 million of par value had a fair value of $20.5 million.  We concluded no permanent impairment losses had occurred.  A temporary unrealized after-tax loss of $3.7 million ($6.1 million pretax) was recorded in Accumulated Other Comprehensive Loss.

On October 1, 2008, the issuer of these debt securities announced it would cease trading and appoint a receiver as a result of financial market turmoil.  The decline in the market value of the assets supporting these debt securities negatively impacted the liquidity of the issuer.  The impairment occurred as a result of the ongoing financial market turmoil.  Olin does not expect to realize a tax benefit from this impairment charge.

Item 7.01.    Regulation FD Disclosure.

In accordance with General Instruction B.2. of Form 8-K, the following information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended. Olin disclaims any intention or obligation to update or revise this information.

Attached as Exhibit 99.1 is a copy of the Company’s press release dated October 9, 2008, announcing (i) the impairment charge described in Item 2.06 above, (ii) that it expects to report third quarter 2008 earnings, excluding such impairment charge that exceed the high end of the $0.65 to $0.70 per diluted share range it provided in its July 24, 2008 second quarter earnings release as described in Item 2.02 above, and (iii) as announced in a press release dated October 7, 2008, that it will release its third quarter 2008 earnings after the close of business on October 23, 2008 and will hold its third quarter 2008 earnings conference call at 10:00 A.M. Eastern Time on October 24, 2008.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated October 9, 2008

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:  October 9, 2008

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated October 9, 2008

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 Updates Third Quarter Outlook

CLAYTON, MO, October 9, 2008 – Olin Corporation (NYSE: OLN) announced today that its third quarter 2008 earnings are expected to include an impairment charge of the full value of a $26.6 million investment in corporate debt securities.  The impairment occurred as a result of a decline in market values.  On October 1, 2008, the issuer of these debt securities announced it would cease trading and appoint a receiver as a result of financial market turmoil.

Olin entered into this structured investment vehicle in March 2006 as part of an approved cash management portfolio.  These debt securities carried a Moody’s rating of Aaa at the time of Olin’s investment. At June 30, 2008, a temporary impairment for these corporate debt securities of $6.1 million was recorded as a charge to equity. Through September 30, 2008, the issuer of these debt securities had funded all redemptions at par.  On October 1, subsequent to the issuer’s announcement, the rating was downgraded from A3 to Ca. All other Olin cash is invested in money market funds.

Olin does not expect to realize a tax benefit from this impairment charge.

Olin also announced that it expects to report third quarter 2008 earnings, excluding the impairment charge described above, that exceed the high end of the $0.65 to $0.70 per diluted share range it provided in its July 24, 2008 second quarter earnings release. Olin will release its third quarter 2008 earnings after the close of business on October 23, 2008 and will hold its third quarter 2008 earnings conference call at 10:00 A.M. Eastern Time on Friday, October 24, 2008.

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, sodium chlorate, 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 without limitation the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2007 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;

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

·   unexpected litigation outcomes;

·   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;

·   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;

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