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): 02/28/2007

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 February 28, 2007, the Company issued a press release announcing the expiration of its offer to exchange up to $124,983,000 aggregate principal amount of 6.75% Senior Notes due 2016 for its outstanding 6.75% Senior Notes due 2016, which have certain transfer restrictions. The Exchange Offer expired at 5:00 p.m. New York City time, on February 28, 2007.

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 February 28, 2007.

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: February 28, 2007	By:	/s/ George H. Pain
		George H. Pain
		Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.		Description
EX-99.1		Press Release dated February 28, 2007.

GRAPHIC. 2 olinlogo.gif OLIN LOGO begin 644 olinlogo.gif M1TE&.#EA>``F`/<``````````.T```$"`V4`,``P`#(`+@!G`&D`9@```/__ M$/H2`+BT_'?/M/QW8/H2`&CZ$@``````=/@2```"```P^A(`IYW[=P@J^'?_ M____0/H2`+BT_'?/M/QW`````'SZ$@!`!A,`,RGX=P``$P!@O14``````+CX M$@"(!A,`;/D2`*>=^W=0*?AW_____WSY$@!`!A,`J`<3`&B]%0````"(:`H" M`'SZ$@!H"@(``P``````````````,/D2`$\OX7=H>V``7Y?X=Q@````````` M5/D2`"0```#`*?AW```3`$@-$P`D````\%43`"SY$@```@``Z/H2`*>=^W<( M*OAW______CZ$@"^L?QW2`T3`````````$``.(9(`#,I^'<``!,`N'X7```` M``!P^1(`B`83`"3Z$@"GG?MW4"GX=_____\T^A(`WK;\=]@'$P#`?A<`U'X7 M`,!^%P`!`````````#B&2`!0?!<`4"GX=V!^%P!@`1,````(`@HZ^'>0\?QW M[SGX=]!C$P"P8Q,`U'X7````````````+/H2`*>=^W>P.OAW_____SSZ$@`` M`!,`!P````!^%P#`?A<``0````%C$P`0\/QWI/D2`'3Z$@!T^A(`IYW[=Y`F M^'?_____A/H2``R#Z'<``!,```````$```!J/>%W``!```$`````X/U_``!` M``$```#`?A<``````#@!``!(^A(``````+#_$@`\U.EW*(/H=_____^0)OAW M7%=#`,!^%P!J/>%W``!``"```````!,`KU?#`=Q76\RO5\,!(.0FS`!7PP$D M````R`$``)@($P`+````:6UA9V4P,#(N9VEF`````/!5$P`@`0``'@```$8* M`P!&"@,`-/L2`*>=^W>`)OAW_____T3[$@!2-NAW```3``@`%``8`0``:CWA M=P````````````````````!$VD0`-583`$S*%0`Y5A,`@89(`/_____P51,` MGMI$`#56$P!ST$0`\%43`"'Y!`$`````+`````!X`"8`0`C_``$('$BPH$`! M"!,J%&"PH<.'$"-*G$C1X,*+"1]BQ.@P@,>/(`,8#$E29,63$#=>1*ER(<&2 M(!O"_-AQ9DR!-FF^S*DS(L^>.&W6A#F4Z$.A19$._&DR*4FG-TG#VGQ6V8>7._ M'IT71VXZJO#GU[%7C^YS.6_O@N-^T._LV'AQAY#/SE[/GF+F@RTE>AZ_NSW+ M]UGQ0^=N?KA]T?KE%V!_UC5VWG]BL8;99MOQ1^!I"!84VF,,/N@@7Q&6I:!& M&X*7H7D`#LAAA?355Z)K72'6E(!7@46BA\`5&*-V!M+X87>U6;C?B@W.Z!^. MX,%8(X0GVNAC4]3)]]N01(I7I(PZ'FED=BCF>.2.R9F8I'0F/MFDE4Q>2*68 M6UIHHY!>\BAEEC^F">62#:H9)I;A=6GFA?.9N1^=7(K9)YP[5J:8F]H->AB: '-R;J4$``.S\_ ` end EX-99.1 3 rrd149219_18813.htm PRESS RELEASE DATED FEBRUARY 28, 2007. Quarterly Earnings Conference Call

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 EXPIRATION OF EXCHANGE OFFER

CLAYTON, MO, February 28, 2007 - Olin Corporation (NYSE: OLN) announced today the expiration of its offer to exchange up to $124,983,000 aggregate principal amount of new 6.75% Senior Notes due 2016 ("new notes") for a like principal amount of its outstanding 6.75% Senior Notes due 2016 ("old notes") (the "Exchange Offer"). The Exchange Offer, which commenced January 11, 2007, expired at 5 p.m., New York City time, on February 28, 2007 (the "Expiration Date").

As of the Expiration Date, the principal amount of old notes tendered for exchange and not validly withdrawn was $124,983,000. Olin Corporation will accept all of the old notes validly tendered and not validly withdrawn as set forth above. Settlement of the Exchange Offer is expected to occur on or about March 5, 2007. Upon settlement of the Exchange Offer, Olin Corporation will issue the new notes in the aggregate principal amount of the old notes accepted for exchange.

This announcement is not an offer to exchange or a solicitation of an offer to exchange with respect to any old notes, nor is this an offer to buy any new notes in any state in which such offer, solicitation or sale would be unlawful.

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.

2007 - 05

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