8-K

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): August 13, 2002

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.)

P.O. Box 4500, 501 Merritt 7, Norwalk, Connecticut (Address of principal executive offices) 06856-4500 (Zip Code)

(203) 750-3000

(Registrant’s telephone number, including area code)

Not Applicable

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

Item 7.    Exhibits.

Exhibit No.	Exhibit
99.1	Statement of President and Chief Executive Officer
99.2	Statement of Executive Vice President and Chief Financial Officer

Item 9.    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.

Olin Corporation is furnishing the Statements under Oath of Joseph D. Rupp, its President and Chief Executive Officer, and Anthony W. Ruggiero, its Executive Vice President and Chief Financial Officer, regarding facts and circumstances relating to Exchange Act filings, as Exhibits 99.1 and 99.2, respectively, to this Report.

The statements were filed with the Securities and Exchange Commission on August 13, 2002, pursuant to the SEC’s Order No. 4-460 (June 27, 2002).

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: Title:	George H. Pain Vice President, General Counsel and Secretary

Date: August 14, 2002

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Statement of President and Chief Executive Officer
99.2	Statement of Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Statement Under Oath of Principal Executive Officer and Principal Financial Officer

Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Joseph D. Rupp, state and attest that:

(1)    To the best of my knowledge, based upon a review of the covered reports of Olin Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)     I have reviewed the contents of this statement with the Company’s audit committee.

(3)    In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Olin Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Olin Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/    Joseph D. Rupp Joseph D. Rupp Principal Executive Officer August 13, 2002 Subscribed and sworn to before me this 13th day of August, 2002 /S/    BRENDA M. PANTALONE Notary Public My Commission Expires: November 30, 2002

EX-99.2

Exhibit 99.2

Statement Under Oath of Principal Executive Officer and Principal Financial Officer

Regarding Facts and Circumstances Relating to Exchange Act Filings

I, Anthony W. Ruggiero, state and attest that:

(1)    To the best of my knowledge, based upon a review of the covered reports of Olin Corporation, and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2)    I have reviewed the contents of this statement with the Company’s audit committee.

(3)    In this statement under oath, each of the following, if filed on or before the date of this statement, is a “covered report”:

• Annual Report on Form 10-K for the fiscal year ended December 31, 2001 of Olin Corporation;

• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Olin Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and

• any amendments to any of the foregoing.

/s/    Anthony W. Ruggiero Anthony W. Ruggiero Principal Executive Officer August 13, 2002 Subscribed and sworn to before me this 13th day of August, 2002 /S/    BRENDA M. PANTALONE Notary Public My Commission Expires: November 30, 2002