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): July 25, 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 8.01. Other Events.

On July 25, 2006, the Company issued a press release, pursuant to Rule 135c under the Securities Act of 1933, as amended, announcing the expiration of its offer to exchange its new 6.75% Senior Notes due 2016 (the “2016 Notes”) for its outstanding 9.125% Notes due 2011. The Exchange Offer expired at 5:00 p.m. New York City time, on July 25, 2006.

The 2016 Notes will be issued only to holders of outstanding notes who have certified certain matters to Olin, including their status as “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

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 25, 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: July 25, 2006

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release dated July 25, 2006.

EX-99.1

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 EXPIRATION OF EXCHANGE OFFER

CLAYTON, MO, July 25, 2006 – Olin Corporation (NYSE: OLN) announced today the expiration of its offer to exchange its new 6.75% Senior Notes due 2016 (the “2016 Notes”) for its outstanding 9.125% Senior Notes due 2011. The announcement was issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”).

As specified in the Offering Memorandum dated June 26, 2006 and the related letter of transmittal, the exchange offer was set to expire on July 25, 2006 at 5:00 p.m., New York City time.

The 2016 Notes will be issued only to holders of outstanding notes who have certified certain matters to Olin, including their status as “qualified institutional buyers” as defined in Rule 144A under the Securities Act.

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.

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