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): February 21, 2006

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	63105-3443
(Address of principal executive offices)	(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 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 and incorporated herein by reference, is a copy of the slides which will be presented at the Morgan Stanley Basic Materials Conference on February 21, 2006.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Exhibit
99.1	Presentation slides for meeting on February 21, 2006.

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: February 21, 2006

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Presentation slides for meeting on February 21, 2006.

EX-99.1

1

Morgan Stanley

2006

Basic

Materials

Conference

February 21, 2006

Exhibit 99.1

2

Attending Today

Attending Today

Joseph D. Rupp

Chairman, President and Chief

Executive Officer

John E. Fischer

Vice President and Chief Financial

Officer

John L. McIntosh

President, Chlor Alkali Products

Larry P. Kromidas

Assistant Treasurer and Director,

Investor Relations

3

Company Overview

Company Overview

All financials are for the year ending 2005 and in millions of U.S. dollars.  Shown above is income before taxes from continuing

operations.  Additional information is available on Olin’s website

www.olin.com

in the Investor Relations section.

Winchester

Chlor Alkali

North American Producer of

Chlorine and Caustic Soda

Revenue:

$610

Income: 

$237

North American Producer of

Ammunition

Revenue:

$345

Income: 

$8

Metals

Specialty Copper-Based

Products and Related

Engineered Materials

Revenue:

$1,403

Income: 

$34

Revenue:  $2,358

Pretax Inc. from Cont. Ops.:  $226

Earnings Per Diluted Share:  $1.86

Olin

Year Ending Dec. 31, 2005

4

Olin Vision

To be a leading Basic Materials company delivering

attractive, sustainable shareholder returns

•

Being low cost, high quality producer and #1 or #2

supplier in the markets we serve

•

Providing excellent customer service and advanced

technological solutions

•

Following our customers globally where we can do it

profitably

•

Generating returns above the cost of capital over the

economic cycle

5

Olin Corporate Strategy

Olin Corporate Strategy

1.   Build on current leadership positions in Chlor-Alkali,

Metals and Ammunition

•

Improve operating efficiency and profitability

•

Integrate downstream selectively

•

Expand globally

2.   Allocate resources to the businesses that can create the

most value

3.   Manage financial resources to satisfy legacy liabilities

TRS in Top Third S&P Mid Cap 400

ROCE Over Cost of Capital Over the Cycle

Olin Corporation Goal:  Superior Shareholder Returns

6

2005 Highlights

2005 Highlights

•

Significant improvement in Chlor Alkali Products

Pricing

•

Unprecedented increases in natural gas and commodity

metal costs

•

Corporate restructuring and relocation completed

•

Environmental recoveries of $50 million for costs

incurred and expensed in prior periods

•

Voluntary pension contributions of $6 million made

•

Debt of $52 million repaid

•

East Alton Union contract settlement

•

Increase in cash by $150 million

•

Hurricane impacts

7

First Quarter 2006 Outlook

First Quarter 2006 Outlook

•

Chlor Alkali Products volumes and ECU netbacks

expected to improve earnings over fourth quarter

2005 levels

•

Metals earnings are projected to be lower than the

first quarter of 2005 due to higher costs and lower

volumes

•

Winchester to be in line with first quarter of 2005

•

In January we projected our EPS to be in the $.45

per diluted share range in the first quarter of 2006

8

•

Be the preferred supplier to non-integrated chlor

alkali

customers

•

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 at modest capital cost

•

Be a strong cash generator and value enhancer to Olin

Corporation

Olin’s Chlor Alkali Strategy

Olin’s Chlor Alkali Strategy

9

Olin Has Leading Capacity Share in

Olin Has Leading Capacity Share in

Eastern U.S.

Eastern U.S.

Source:

CMAI Chlor Alkali Report

•

4  

Overall

in U.S. Capacity

•

Largest Producer East of

the Mississippi River

•

Olin Has 1.24 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 @ 37% tax rate

Dow

32%

Occidental

22%

PPG

12%

Olin

8%

Formosa

6%

Pioneer

5%

Georgia Gulf

3%

Mexichem

2%

Bayer

2%

Other

8%

(1)

Includes 50% of SunBelt

th

10

Chlor Alkali

Chlor Alkali

Products

Products

•

Chlorine and Caustic contracts resetting in 2006

•

Hurricanes did not damage any Olin plants, but

disrupted customers and rail lines

•

Higher transportation and energy costs, Olin system

less dependent on natural gas

•

Bleach expansion

ECU Netbacks

1Q 05

$ 485

2Q 05

$ 505

3Q 05

$ 515

4Q 05

$ 545

11

Olin’s Chlor Alkali Contracts

Olin’s Chlor Alkali Contracts

•

Olin contracts nearly 100% of its chlorine and

caustic sales

•

On about two-thirds of the chlorine and caustic

volumes, prices change quarterly, with a

combination of formula-based and negotiated

pricing, balance renegotiated annually or semi-

annually

•

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

12

•

Olin’s electricity costs have increased over the last five

years, but have remained well below Natural Gas

generated electricity prices

•

Olin purchases power from Utilities that generate

electricity principally from coal, nuclear and hydro

sources

•

We, and others, believe that higher Natural Gas prices

have raised the floor on ECU prices for the future

–

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

Olin’s Energy Position

Olin’s Energy Position

13

Metals

Metals

•

Volumes for 2005 were down in strip and rod by

1% and 5%, respectively, but better than the

industry which was down 9% in both strip and rod

•

Higher natural gas prices, metal melting losses due

to higher copper prices and lack of hydrogen

availability negatively impacted results in 2005

•

Actions initiated to reduce costs include the shut

down of Waterbury Rolling Mills plant and

consolidation of production to East Alton, and

possible restructure or closure of additional

facilities along with overhead reductions in 2006

14

Metals Outlook

Metals Outlook

•

Earnings improvement opportunities through the

likely combination of plant closures, realignments

and headcount reductions to be completed in 2006

•

Limited expansion of our China distribution

facility by adding stamping capabilities

•

We believe that we are the low cost metals

producer in the U. S. putting us in a preferred

position with regards to profitability

15

Winchester

Winchester

•

Higher sales volumes to commercial, military and

law enforcement customers were more than offset

by increased copper, lead, steel and resin costs

•

Price increases announced for 2006 to offset

higher commodity prices

•

Cost improvements through relocation of rimfire

operations to Oxford, MS facility

•

Olin, as part of the General Dynamics team, was

awarded the second source small caliber

ammunition contract –

we expect military sales to

increase by about 13% from 2005 to 2006

16

Financial Highlights

Financial Highlights

•

2005 cash generation supported by use of

approximately $60 million of net operating loss

carryforwards

•

Recovery of $49.9 million of environmental costs

offsets higher legal and legal related costs

•

$6 million voluntary pension contribution in

September 2005

•

We do not believe that mandatory pension

contributions will be required for 2 years

17

Financial Highlights

Financial Highlights

(continued)

(continued)

•

Repaid $52 million of debt in 2005, modest

amounts due in 2006

•

2006 pension expense expected to increase by

approximately $12 million over 2005

•

Pension plan frozen to new salaried and East

Alton bargain unit employees

•

2006 effective tax rate expected to be in the 37%

range

•

Capital spending levels in the $73 million range

are expected to be approximately equal to 2006

depreciation

18

Investment Rationale

Investment Rationale

•

Improved performance based on

–

Higher ECU prices

–

Cost reductions and restructuring in Metals

–

Cost reductions and increased Military revenue

in Winchester

•

Strong financial discipline

•

Commitment to investment grade credit rating

•

Dividend for 317 consecutive quarters

19

Forward-Looking Statements

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, 2004 and in

Olin’s Fourth Quarter 2005 Earnings Release.

These reports are filed with the U.S. Securities and

Exchange Commission.