Prepared By R.R. Donnelley Financial -- Form 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): 07/11/2006

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 1-1070

VA		13-1872319
(State or other jurisdiction of		(IRS Employer
incorporation)		Identification No.)

190 Carondelet Plaza Suite 1530 Clayton, MO 63105

(Address of principal executive offices, including 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:

[  ]   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))

Information to be included in the report

Item 8.01. Other Events

On June 26, 2006, Olin Corporation (the "Company") commenced an offer to exchange (the "Exchange Offer") a new series of notes due 2016 (the "New Notes") for up to $125 million of its outstanding 9.125% Senior Notes due 2011 (the "2011 Notes").

On July 11, 2006, the Company issued a press release announcing the early results of the Exchange Offer. The Company announced that, as of 5:00 p.m., New York City time, on July 11, 2006, approximately $160 million aggregate principal amount of the 2011 Notes had been validly tendered for exchange. These tendered notes may not be withdrawn. Since more than $125 million of the 2011 Notes have been tendered, the New Notes will be issued on a pro rata basis as described in the Offering Memorandum dated June 26, 2006 and the related letter of transmittal.

The total exchange price for the outstanding notes will be calculated as of 2:00 p.m. New York City time, on July 12, 2006, as described in the Offering Memorandum dated June 26, 2006 and the related letter of tra nsmittal.

The Exchange Offer is limited to holders of outstanding notes that have certified certain matters to the Company, including their status as "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act of 1933. The Exchange Offer is scheduled to expire at 5:00 p.m. New York City time, on July 25, 2006, unless extended.

The press release is filed as Exhibit 99.1 to this report and is hereby incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

Exhibit No. Exhibit

99.1 Press Release dated July 11, 2006.

Signature(s)

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


Date: July 11, 2006	By:	/s/ George H. Pain
		George H. Pain
		Vice President, General Counsel & Secretary

Exhibit Index

Exhibit No.		Description
EX-99.1		Press Release dated July 11, 2006

EX-99.1 2 rrd124203_14747.htm PRESS RELEASE DATED JULY 11, 2006 Quarterly Earnings Conference Call

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 EARLY RESULTS OF EXCHANGE OFFER

CLAYTON, MO, July 11, 2006 -- Olin Corporation (NYSE: OLN) announced today early results of its offer to exchange a new series of notes due 2016 (the "new notes") for up to $125 million of its outstanding 9.125% Senior Notes due 2011 (the "2011 Notes").

As of 5:00 p.m., New York City time, on July 11, 2006, approximately $160 million aggregate principal amount of the 2011 Notes had been validly tendered for exchange. These tendered notes may not be withdrawn. Since more than $125 million of the 2011 Notes have been tendered, the new notes will be issued on a pro rata basis as described in the Offering Memorandum dated June 26, 2006 and the related letter of transmittal.

The total exchange price for the outstanding notes will be calculated as of 2:00 p.m., New York City time, on July 12, 2006, as described in the Offering Memorandum dated June 26, 2006 and the related letter of transmittal.

The exchange offer is limited to holders of outstanding notes that have certified certain matters to Olin, including their status as "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act of 1933. The exchange offer is scheduled to expire at 5:00 p.m., New York City time, on July 25, 2006, unless extended.

The new notes have not been registered under the Securities Act or any state securities laws. Therefore, the new notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

COMPANY DESCRIPTION

Olin Corporation is a manufacturer concentrated in three business segments: Chlor Alkali Products, Metals, and Winchester. Chlor Alkali Products manufactures chlorine and caustic soda, sodium hydrosulfite, hydrochloric acid, hydrogen, potassium hydroxide and bleach products. Metals products include copper and copper alloy sheet, strip, foil, rod, welded tube, fabricated parts, and stainless steel and aluminum strip. Winchester products include sporting ammunition, reloading components, small caliber military ammunition and components, and industrial cartridges.

2006 -- 12

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