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): May 4, 2004

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	06856-4500
(Address of principal executive offices)	(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	Presentation slides for meetings on May 4, 2004 and May 5, 2004.

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.

Attached as Exhibit 99.1, and incorporated herein by reference, is a copy of the slides which will be presented at the Morgan Stanley Chemical Conference on May 4, 2004 and the Bank of America Basic Materials Conference on May 5, 2004.

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: May 4, 2004

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Presentation slides for meetings on May 4, 2004 and May 5, 2004.

EX-99.1

EXHIBIT 99.1

Presentations to Investors

Chicago May 4, 2004

New York City May 5, 2004

Attending Today

• Joseph D. Rupp – President and Chief Executive Officer, presenting on May 5 only

• John L. McIntosh — President, Chlor Alkali Products

• John E. Fischer – Vice President, Finance

• Richard E. Koch – Vice President, Investor Relations and Public Affairs

Company Overview

Olin

Year Ending Dec. 2003 Revenue: $1,586 Op. Inc.: 53

Metals

Specialty Copper-Based Products and Related Engineered Materials Revenue: $883 Op. Inc.: 11

Chlor Alkali

North American Producer of Chlorine and Caustic Soda Revenue: $400 Op. Inc.: 63

Winchester

North American Producer of Ammunition

Revenue: $303 Op. Inc.: 22

All financials are for the year ending 2003 and in millions of U.S. dollars. Operating income for 2003 excludes the 2003 restructuring charge of $31 million pretax. See reconciliation near the end of the background slides of this presentation or in Olin’s 4Q2003 Earnings Release or Olin’s website www.olin.com in the Investor Relations section. Corporate/Other segment had a loss of $43 million in 2003.

Olin Corporate Strategy

Olin Corporation Goal: Superior Shareholder Returns

TRS in Top Third S&P Mid Cap 400 ROCE Over Cost of Capital Over the Cycle

Focused Portfolio of Businesses

• Improve Profitability of the Metals Business

• Increase the Value of and Generate Cash From Chlor Alkali

• Leverage Winchester’s Strengths

Global Market Leadership

• #1 or #2 in the Markets We Choose to Serve

• Strong Technical Innovation in Metals and Winchester

• Increase Metal’s Worldwide Presence

Operational Excellence

• A Low Cost Producer in Our Strategic Businesses

• Continuous Improvement in Operating Margins

Investment Highlights

• Significant Operating Leverage

• Chlor Alkali Selling Prices Forecast to Increase in Late 2004 and 2005

• A Better Economy Is Expected to Improve Metals Results

• Winchester Has Additional Earnings Potential from Defense Related Opportunities

Olin Corporation First Quarter 2004

• Sales Increased 25% vs. 2003

• Earnings Per Share, Without Restructuring and Other Charges, Were $0.13 in ‘04 vs.

$0.09 in ‘03. (See Non-GAAP Reconciliation at End of Presentation.)

• Restructuring Charge of $0.09 Per Share in 1Q’04 Associated With Previously Announced Corporate Relocation Reduces EPS to $0.04

First Quarter 2004

(continued)

• Improved Metals Results Offset Reduced Chlor Alkali Profits

• Estimated 2004 Pension Expense Projected to be Approximately $10 Million Higher than 2003

• Tax Rate (excluding Restructuring Charge) in the First Quarter of 41% Was Lower Than Previously Projected Rate of 55%

Metals

• Olin is Leading Manufacturer of Copper Alloy Strip and Brass Rod in the U.S.

• Large Size Provides Economies of Scale and Manufacturing Efficiencies

• Olin Possesses Leading Technology Position

• Olin is the Leading Copper Based Sheet and Strip Distributor in the U.S.

Metals

• Significant Earnings Leverage as a Result of Cost Cutting and Capacity Rationalization

• As the Following Slides Show, 2001, 2002 and 2003 Were Well Below Historical Consumption

• In the First Quarter of 2004, Demand Increased Year Over Year for Both Sheet and Rod Products

Metals

First Quarter 2004 vs. 2003

• Sales Increased 41% From $222 Million in 1Q’03to $314 Million in 1Q’04

– ShipmentVolumes Increased 13%

– Higher Copper Prices and Product Mix Accounted for 28%

• Operating Income Increased From $3.4 Million in 1Q’03 to $14.7 Million in 1Q’04

• Shipments to Automotive Segment up 3%, Coinage up 79%, Electronics up 18%, Ammunition Approximately Doubled

U.S. Strip Consumption

In MM Pounds

1800 1600 1400 1200 1000 800 600 400 200 0

1998 1999 2000 2001 2002 2003

We believe the normalized market is somewhat below 1.3 billion pounds per year.

Brass Strip — Mill Shipment Industry Profile

Base Index Index

Market Segment 2000 2002 2003

Auto Electrical 100 94 90

Computer/Telecom 100 65 53

Electrical 100 78 74

Bldg./Household 100 138 142

Other Transportation 100 36 28

Other Commercial 100 81 69

Coinage 100 40 30

Ammunition 100 106 120

Exports 100 72 69

Distribution 100 75 72

Reroll 100 63 55

Imports – Adjusted 100 64 60

Total 100 71 66

*Olin Estimates based on CDA and U.S. Gov’t Statistics

U.S. Brass Rod Consumption

In MM Pounds

1200 1000 800 600 400 200 0

1998 1999 2000 2001 2002 2003

Metals Summary

• We See Improving Macro-Economic Factors

• Historically our Businesses Generally Lag the Recovery by About Six Months

• Visibility Has Improved

• Cost Reduction Initiatives Are Expected to Offset Cost Increases

China Joint Venture

• Olin-Loutong Metals (GZ) Ltd., Co.

• Distribution Center in Guangzhou, China

• Will Process and Distribute Both Olin and Luoyang’s Copper Alloy Products

• Became Operational in 1Q’04

Winchester Products

Products

Winchester ® sporting ammunition — shot-shells, small caliber centerfire & rimfire ammunition

Small caliber military ammunition

Industrial products — 8 gauge loads & powder-actuated tool loads

End Uses

Hunters & recreational shooters, law enforcement agencies

Infantry and mounted weapons

Maintenance applications in power & concrete industries, powder-actuated tools in construction industry

Winchester

First Quarter 2004 vs. 2003

• Sales Up 6% From $71 Million in 1Q’03 to $75 Million in 1Q’04 Primarily Due to Higher Commercial Demand

• Operating Income Increased to $6.1 Million, From $5.9 million in 1Q’03

• Higher Commercial Sales Offset in Part by Increased Manufacturing Costs

Rimfire

• To Improve Its Competitive Position, Winchester is Considering Relocating Its Rimfire Manufacturing Operation from East Alton

• No Final Geographic Decision Made As Yet

Corporate Office Moves

• Closing Norwalk, CT Headquarters and Moving by End of 2004

• Decision Driven By Organizational, Strategic, Economic Reasons

• One-time Costs of Approximately $12 Million; Annualized Savings of about $6 Million

Chlor Alkali Products

First Quarter 2004 vs. 2003

• Olin ECU Prices Were Below 1Q’03 ($300 vs. $315) Due to Falling Caustic Prices

• Demand Was Higher 1Q’04 and Somewhat Better than Expected

Olin Chlor Alkali Factors

• Olin Operating Rates Expected to Be in mid 90% Range in 2Q’04

• Olin’s Electricity Costs, a Key Component of Manufacturing Costs, Have Remained Relatively Stable Over Time

• High Gas Prices Impacting Other Chlor Alkali Producers May Cause Prices to Increase

($ 1 / MMBTU = $25-$35 / ECU)

Olin Has Leading Capacity Share in Eastern U.S.

Total Industry Capacity

Bayer 2%

Mexichem 2%

Georgia Gulf 3%

Vulcan 6%

Pioneer 5%

Formosa 6%

Olin 9%

Other 5%

Dow 31%

Occidental 19%

PPG 12%

Source: CMAI Chlor Alkali Report

• 4th Overall in U.S. Capacity

• #1 Capacity Share East of the Mississippi River

• Strong Regional Supplier of Caustic and Chlorine

• Olin Has 1.22 Million ECU Capacity Per Year (1)

• A $10 / ECU Change Equates to an $12 Million Change in Pretax Income at Full Capacity, or $.11 per share @ 40% tax rate

(1) Includes Olin’s share of Sunbelt joint venture

U. S. Chlorine Uses

2003 Demand

Inorganics 5%

Other 13%

Pulp & Paper 1%

Water 5%

Vinyl 39%

Organics 28%

Chlorinated Intermediates 9%

Source: CMAI

U.S.

Chlorine Segment Growth

2003—2008

2.8%

2.1%

-0.7%

1.3%

1.8%

0.1%

-0.3%

1.0% AAGR

Other

Water

P&P

Inorganics

Organics

Urethanes

Vinyl

(100)

100

200

300

400

CMAI Data

Annual Demand Increase (‘000 ST/Y)

%s are Segment Annual Growth

U. S. Caustic Soda Demand

2003

P&P 26%

Alumina 3%

Water 3%

Organic 24%

Others 10%

Soaps/Detergents/Textiles 11%

Inorganic 23%

Source: CMAI

U.S.

Caustic Segment Growth

2003—2008

1.3% AAGR

-2.5%

3.2%

1.7%

1.5%

-1.5%

2.2%

0.0%

0.3%

Net Exports

Other

Water

Inorganics

Textile

Organics

Alumina

P&P

(200)

(100)

100

200

300

400

%’s are Segment Annual Growth

Annual Demand Increase (‘000 ST/Y)

CMAI Data

Key Changes in Market Segment Growth 2003—2008

• Chlorine

– EDC, PVC exports from US will be reduced due to current and future projections for US energy pricing

• Caustic

– Capacity increases in Middle East and Far East will reduce US exports of caustic

– Net export category reflects increased import activity especially in West Coast

2003 Industry Highlights

• Chlorine demand remained relatively flat in 2003, but operating rates improved with industry rationalization continuing

• The 2003 average ECU pricing rose some $120 over 2002 despite weakening caustic values in the second half of 2003

• North American chlor alkali capacity was reduced by 12% from the peak of 2000 levels

• The manufacturing chemical industry has returned to positive growth

• Chlor-Alkali producers continue to experience significant margin squeeze because of increasing energy costs and freight/distribution costs

U.S. Chlor Alkali Forecast

North American Chlor Alkali Capacity North American Chlor Alkali Capacity Reductions Since 2000 Expansions Since 2000

Short

Company Location Tons as

Chlorine

Dow Plaquemine, LA 385,000

Oxy Vinyls LP Deer Park, TX 382,800

Pioneer Tacoma, WA 226,600

Atofina Portland, OR 224,400

La Roche Gramercy, LA 198,000

Dow Ft. Saskatchewan 159,500

Holtra Chem Orington, ME 80,300

Cedar Chem Vicksburg, MS 49,500

Oregon Albany, OR 5,500

Metallurgical Oremet)

OXY Delaware City, DE 80,000

Formosa Plastics Baton Rouge, LA 260,000

Total Reductions 2,051,600

Short Tons

Company Location as

Chlorine

Vulcan C-A Geismer, LA 214,500

Westlake Calvert City, KY 48,400

Oxy Muscle Shoals, AL 13,200

Oxy Delaware City, DE 4,400

Oxy Mobile, AL 4,400

SunBelt Mobile, AL 40,000

Total Additions 324,900

Reductions 2,051,600 Additions (324,900) Total Reductions 1,726,700

Source: CMAI

CMAI Estimates of ECU Prices

(For Chlorine to Chemicals and Diaphragm Grade Caustic)

$500 $450 $400 $350 $300 $250 $200 $150 $100 $50 $0

1999 2000 2001 2002 2003 2004 2005 2006 2007 2008

KOH Consumption

Market Segments

(Total Annual US KOH Market – 500,000 Tons)

Other Potassium Chemicals 15%

Potassium Phosphates 13%

Potassium Carbonate 27%

Misc 28%

Liquid Fertilizers 9%

Soaps/Detergents 8%

Source: SRI

Olin Re-Enters KOH Business

• Part of strategy to increase value and generate cash from Chlor-Alkali

• Converting portion of Charleston, TN capacity to potassium hydroxide

• Project requires minimal capital utilizing available equipment

• No loss of chlorine capacity from Olin system

• Reduction of caustic soda capacity by 110,000 tons or 8%

• Expect to produce by 4th Quarter 2004

Chlor Alkali Products

Products

Chlorine / Caustic Soda

Sodium Hydrosulfite

Hydrochloric Acid and Sodium Hypochlorite

KOH

End Uses

Pulp & paper processing, chemical manufacturing, water purification, manufacture of vinyl chloride, bleach, swimming pool chemicals & urethane chemicals

Paper and clay bleaching Textile dye reducing agent

Industrial & institutional cleaners, textile bleaching Food Products

Batteries, fertilizers, glass for TV’s and computers, soaps and detergents

Olin’s Chlor Alkali Strategy

• Be the Preferred Supplier to the Merchant Chlor-Alkali Market

• Continue to Drive Cost Improvements Through Manufacturing and Logistic Optimization

• Continue Our Partnership Philosophy With Our Customers

• Significant Opportunities to Increase the Value of the Business (Bleach, HCl and KOH) at Modest Capital Cost

• Be a Strong Cash Generator and Value Enhancer to Olin Corporation

Olin Corporation

Second Quarter 2004

• EPS in the Breakeven Range Including a Non-recurring Gain

• Restructuring Charges Are Expected to be Minimal

• Lower Metals Results vs. 1Q’04

–$ 10 Million Negative Impact from Fire

– Lower Ammunition and Coinage Volumes

• Lower Caustic Soda Pricing and Higher Utility Costs in Chlor Alkali vs. 1Q’04

– Lower ECU Prices vs. 1Q’04 and vs. 2Q’03

• Seasonally Weaker Winchester Results

• Tax Rate Remains at 41%

Key Financial Issues

• February Stock Issuance Strengthened Balance Sheet and Increased Financial Flexibility

•$ 125 Million Pension Contribution Made in February 2004

– Possible Additional $40 Million Voluntary Contribution in 2005

• Expected Debt Repayments of $27 Million in 2004 and $52 Million in 2005

Key Financial Issues

(continued)

• Commitment to Investment Grade Credit Rating

• Pension Expense Increasing Over 2003 and Expected to Increase Approximately $10 Million Per Year Through 2007

• Capital Spending Levels Expected to Continue at Less Than Depreciation

Cap. Ex. and D&A

$100 $90 $80 $70 $60

MM) $50 $

($ 40 $30 $20 $10 $0

76 78

78 78

73

80

95

81

65

87

41

88

55

82

60

75

1997 1998 1999 2000 2001 2002 2003 2004 E

Capital Expenditures D&A

Investment Rationale

• Potential for Improved Performance Based On:

– Higher Expected ECU Prices in the Next Several Years

– A Improved Economy Is Expected to Improve Metals Results

– Winchester Participation in Increased Military Spending

• Strong Financial Discipline

• Commitment to Investment Grade Rating

• Dividend for 310 Consecutive Quarters

• Yield @ $16.00 = 5%; @ $20.00 = 4%

Profit Summary From Earnings Release (a)

First Quarter—2004

Operating Pretax Tax Net Diluted Effective

Income Income Expense Income EPS Tax rate(b)

As Reported $9.2 $5.2 $2.3 $2.9 $0.04 44%

Restructuring Charge (c) 8.9 8.9 3.5 5.4 0.09 39%

As Adjusted $18.1 $14.1 $5.8 $8.3 $0.13 41%

Average Diluted Shares 64.4

Profit Summary From Earnings Release (a)

First Quarter—2003

Operating Pretax Net Diluted

Income(Loss) Income (Loss) Income(Loss) EPS

As Reported ($14.7) ($19.7) ($39.0) ($0.67)

Accounting Change (d) - - 25.4 0.44

Restructuring Charge (c) 29.0 29.0 18.7 0.32

As Adjusted $14.3 $ 9.3 $ 5.1 $0.09

Average Diluted Shares 57.8

Profit Summary From Earnings Release (a)

(a) Unaudited

(b) The effective tax rate is defined as tax expense divided by pretax income.

(c) Reflects the restructuring charge in 2004 for the relocation of our corporate headquarters and the restructuring charge in 2003 for the shutdown of our Indianapolis Brass mill and certain other actions. (d) Reflects the cumulative charge for the adoption of SFAS 143, “Accounting for Asset Retirement Obligations,” which we adopted on January 1, 2003.

Forward-Looking Statements

This presentation contains estimates of future performance, which are forward-looking statements and results could differ materially from those anticipated in the forward-looking statements. Some of the factors that could cause actual results to differ are described in the business and outlook sections of Olin’s Form 10-K for the year ended December 31, 2003 and in Olin’s First Quarter 2004 Earnings Release. These reports are filed with the U.S. Securities and Exchange Commission.

Proud Heritage … Promising Future

The Following Slides Are Provided as Background Information and Come Primarily from Previous Presentations. These Slides May or May Not Be Used in the Presentation. In Some Cases, They Are Duplicate Slides From What Was Covered in the Above Slides.

Metals Products

Strip and Sheet

Products

Copper and Copper Alloy Sheet & Strip (standard / high performance)

Network of Metals Service Centers

Posit-bond ® clad metal Rolled copper foil, Copperbond ® foil, stainless steel strip

Copper alloy welded tube

Fabricated products

High performance, high reliability hermetic metal packages for microelectronics industry

End Uses

Electronic connectors, lead frames, electrical components, communications, automotive, builders’ hardware, coinage, ammunition

Electronic connectors, electrical components, communications, automotive, builders’ hardware, household products

Coinage strip & blanks

Printed circuit boards, electrical & electronic, automotive

Utility condensers, industrial heat exchangers, refrigeration & air conditioning, builders’ hardware, automotive

Builders’ hardware, plumbing, automotive and ammunition components

Computer, telecommunications, medical, aerospace and military

Overview of Brass Strip Processing

Olin is the leader in each of these categories.

Scrap Metal

Virgin Material

Casting

Hot Mill

Coil Miller

Cold Rolling

Annealing/ Cleaning

Slitting

Integrated Mills (60%)

Olin

OAB

PMX

Revere

Hussey

Miller

Scott

Brush Wellman

NGK

Imports

Reroll Mills (11%)

Olin

Heyco

Wieland

Scott

Others

Distribution (29%)

Olin (A.J. Oster)

Copper and Brass

TW Metals

Others

Key Drivers – Brass Strip

• Sensitive to Changes in the Economy

• Changes in Demand for Specific Sectors Affect Olin Performance:

– Automotive

– Computers

– Telecommunications

– Housing

• Coinage Market Is Sensitive to Swings in the Economy

Olin Brass Competitive Advantages

• Largest Brass Mill in U.S. Provides Economies of Scale

• Outstanding Manufacturing Capabilities

• More Patents Than Competitors

• Largest Distribution Business in U.S. (A.J Oster)

• High Performance Alloys and Specialty Products

Chase Industries

Chase

• Chase is a Leader in Brass Rod

• Competitive Advantages

X Manufacturing Excellence, Low Cost, High Quality

X “Blue Dot” Trademark

X Leading Market Share

X Customer Service Focus

• Leverage to Enhance Long-term Profitability and Return on Investment

• Chase has New Efficient Facilities, Future Cash Flow Potential Since Capital Already Spent

U.S. Brass Rod End Uses

Exports

Building Products

Consumer & General

Electrical & Electronic

Transportation

Industrial Machinery & Equip.

Demand Drivers

Building Products

Housing Starts

# of Bathrooms – Home

Intensity of Use

Product Innovation

Average Age of Homes

Existing Home Sales

Low Mortgage Rates

Industrial Machinery & Equipment

GDP

Industrial Production

Transportation

US Auto Sales

Class Eight Truck Sales

Consumer & General Products / Electrical & Electronics

CPI

Consumer Spending

Chase Financial Performance

Years Ending December 31

In Millions of Dollars

35 30 25 20 15 10 5 0

1997 1998 1999 2000 2001 2002 2003

Pretax Income

Factors Affecting Chase Brass in 2003

• Lower Commercial Construction

• Less Capital Spending for Industrial Machinery

• Lower Automotive and Truck Sales

• Housing Remained at Healthy Levels

Key Drivers—Winchester

• Supply / Demand Balance

– Total U.S. Demand: 4.5 Billion Rounds With Excess U.S. Production Capacity

– Non-Economic Factors Primarily Drive Demand Cycle

• Political / Regulatory

– Political Pressure Shifting From Federal to State/local Level

• Competition

– Alliant TechSystems (Federal Cartridge Company/CCI) and Remington Arms Company

– Capacity Overhang and Imports Cause Intense Competition

Winchester Strategy

• Leverage Existing Strengths to Grow Sales

– Legendary Winchester® Brand Name

– Received “Ammunition of the Year” Award For Six Years (1997 –2002) From Shooting Industry Academy of Excellence

– Manufacturer of the Year Award from National Association of Sporting Goods Wholesalers in 2002

• Continue to Offer a Full Line of Ammunition Products to Selected Markets

– Non-toxic and Special Purpose Ammunition Are Opportunities

• Aggressively Pursue a Low-cost Producer Status

– Optimize Supply Chain

– Reduce Total Product Cost Through the Use of Technology and Process Improvement Initiatives

Chlor Alkali Products

• Chlorine and Caustic Soda Are Co-Products of Salt Electrolysis

• The Production of 1 Ton of Chlorine Results in 1.1 Tons of Caustic Soda

• Together the Two Chemicals Are Called an Electrochemical Unit “ECU”

• Supply / Demand Determine Pricing in This Commodity Business

Key Drivers – Chlor Alkali

• Chlorine/caustic Demand Driven by General Economic Conditions

• PVC Is the Largest End-use Market for Chlorine, and Pulp and Paper Is Largest Caustic Market

• Manufacturing Cost Heavily Dependent on Energy (Natural Gas)

• No North American Chlor Alkali Producers Have Announced “Significant” Net Capacity Additions, It Requires 24-36 Months to Build New Capacity

• Reduction of Capacity (~12%) since 2000 Due to Temporary and Permanent Plant Closures

Chlor Alkali Products Competitive Advantages / Strategies

• Olin’s Electricity Costs Have Been Relatively Stable Over Time Because We Purchase Electricity From Utilities That Are Primarily Coal, Nuclear and Hydro-Power Based

• Olin’s Sunbelt Joint Venture Has Low Manufacturing Costs Due to Membrane Technology and Low Power Costs

• Olin’s Southeastern U.S. Plants Are Relatively Close to Their Caustic Customers

Chlor Alkali Products Competitive Advantages / Strategies

• Focus on Being the Preferred Supplier to the Merchant Chlor Alkali Market

• Continue Our Partnership Philosophy With Our Customers

• Continue to Drive Cost Improvements Through Manufacturing and Logistics Optimization

• Significant Opportunities to Increase the Value of the Business at Modest Capital Cost

• Be a Strong Cash Generator and Value Enhancer to Olin Corporation

Why Olin’s ECU Netbacks Differ from Other Chlor Alkali Producers

• Methodologies and Definitions May Differ Among Producers

• Pricing to Customers Can Vary Depending on Customer End Use and Location and Method of Shipment (Pipeline, Railcar, Truck, Barge, Terminal)

• Delivered Price – Freight = Netback

• Contractual Terms: Escalation Provisions, and Duration of Contracts. These Will Change Over Time Due to Market Conditions

Olin’s Chlor Alkali System

• Olin Contracts Nearly 100% of Its Chlorine and Caustic Sales

• On About Two-Thirds of the Chlorine Volume and One-Third of the Caustic Volume, Prices Change Quarterly, with a Combination of Formula-based and Negotiated Pricing

• Many Contracts Have a One Quarter Lag in Them, Which Delays Price Increases in a Tightening Market, But Helps in a Softening Market

• Competitive Forces Dictate Contract Duration and Terms

Manufacturing Cost Structure

“Typical” Gulf Coast Diaphragm Plant

Nat. gas @ $2.00/mmbtu

Steam, less H2 credit 3%

Fixed Cost 43%

Other Variable 2%

Electric Power 40%

Salt 12%

Manufacturing Cost Structure

“Typical” Gulf Coast Diaphragm Plant

Nat. gas @ $5.5/mmbtu

Steam, less H2 credit 4%

Fixed Cost 30%

Other Variable 1%

Electric Power 56%

Salt 9%

Pension Plan

• At 12/31/2003, Pension Plan Under-funded by Approximately $400 MM (as measured under SFAS 87) Before Recent $125 MM Pension Contribution.

• During 2003, a 24% Gain in Value of Plan Assets Was More Than Offset by Interest Rate Effect

• In 2002, We Recorded a Pretax Charge of $360 MM ($220 MM After Tax) to Shareholders’ Equity. In 2003, an Additional Pretax Charge of $32 MM ($19.5 MM After Tax)

• These Were Non-Cash Charges

Pension Plan (continued)

• Based on revised assumptions and estimates taking into account the recently passed Pension Funding Equity Act of 2004, we may make a voluntary contribution to the pension plan in the $40 million pretax range in 2005 and, as a result, no other contributions would be required until 2008.

• Expect Annual Pension Expense Could Increase in the $10 MM Per Year Range for Several Years

Recent Stock Offering

• 10 Million Shares of Common Stock

• Done Overnight on February 3, 2004

• Net Proceeds: $178 Million

•$ 125 Million Contributed to Pension Plan

•$ 53 Million for General Corporate Purposes

– Debt Maturities: March 2004 = $17.5 Million; June 2004 = $8.1 Million; June 2005 = $50 Million

Rationale for Stock Issuance

• Strengthens Balance Sheet and Increase Financial Flexibility

– Companies with Stronger Financial Positions Have Better Multiples

• Company Stock Price Was Close to 52-Week High and Reasonably Close to Its Average High Price for the Past 5 Years

• Market Receptive to Chemical Equity Issuances; Duration of Window Unknown

• Financial Benefits by Pre-funding Pension Plan

Stock Offering Accretive Up to EPS of $0.90

Assumed Use of Proceeds Proceeds Pretax After Tax EPS

Pension Return 9% 125.0 11.3 6.9 0.69

Debt $17.5 at 6.875% 17.5 1.2 0.7 0.07

Debt $8.1 at 4.5% 8.1 0.3 0.2 0.02

Series A notes at 7.11% 27.4 1.9 1.2 0.12

178.0 14.7 9.0 0.90

All values in $            millions, except EPS

EPS calculated based on 10 million shares issued Assumed 39% tax rate

Indianapolis Shutdown Reduced Cost Base and About 10% of Domestic Strip Capacity

• Completed in Mid-February 2003

• Restructuring Charge of $29 Million Pretax Primarily Associated With This Shutdown

• Cash Cost of Shutdown Estimated to Be in the $5 Million Range

• Pretax Savings From Shutdown Estimated in the $10 Million Range in 2003 and $20 Million in 2004

Key Initiatives Have Increased Olin’s Financial Flexibility

• Completed $200 Million Public Senior Note Offering on December 11, 2001

• Closed on $140 Million Three-Year Revolving Credit Facility on January 3, 2002

• Completed Common Stock Offering on March 11, 2002 Which Raised $56 Million and Lowered Olin’s Debt to Total Capital Ratio

• IRB Refinancing in March 2002 Provided Additional Borrowing Capability Under the Revolving Credit Agreement

• Issued 9.8 Million Shares of Common Stock to Acquire Chase in September 2002

• In February 2004, issued 10.0 Million Shares of Common Stock to Partially Fund Pension Plan and for General Corporate Purposes

• Ratings of Baa3/BBB- from Moody’s/S&P

Financial Policies and Objectives

• Commitment to Maximizing Total Return to Shareholders (TRS) Over the Long Run

• Commitment to Lower Cost Structure

– Targeted Headcount Reductions

– Optimized Manufacturing

– Reduced Capital Spending

• Commitment to Investment Grade Rating

• Commitment to Maximizing Return on Capital

• Continually Evaluate the Sale of Non-core Assets

Olin’s Demonstrated Shareholder Orientation

• Compensation System Assures Alignment With Shareholder Interests

– Long Term Incentive Plan is 100% Stock Options and Performance Shares

– Senior Management Compensation Highly Oriented to Stock Performance

– Stock Ownership Guidelines for Senior Management

– Board of Directors Substantially Paid in Stock

FORWARD-LOOKING STATEMENTS

This communication includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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,” “will,” “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 our Annual Report on Form 10-K for the year ended December 31, 2003, 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 automotive, electronics, coinage, telecommunications, ammunition, housing, vinyls and pulp and paper;

• extraordinary events, such as additional terrorist attacks or war with one or more countries;

• continued or additional 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;

• 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;

• an increase in our indebtedness or higher-than-expected interest rates, affecting our ability to generate sufficient cash flow for debt service;

• unforeseen effects of competition, including the migration by United States customers to low-cost foreign locations;

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

• unexpected litigation outcomes or the impact of changes in laws and regulations;

• higher-than-expected raw material and utility or transportation and/or logistics costs;

• the occurrence of unexpected manufacturing interruptions and outages, including those occurring as a result of production hazards;

• unexpected additional taxes and related interest as the result of pending income tax audits; and

• 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.

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.