POS AM

As filed with the Securities and Exchange Commission on August 9, 2012.

Registration No. 333-178460

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OLIN CORPORATION

(Exact name of registrant as specified in its charter)

Virginia	13-1872319
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

190 Carondelet Plaza, Suite 1530

Clayton, MO 63105

(314) 480-1400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

George H. Pain, Esq.

Senior Vice President, General Counsel and Secretary

190 Carondelet Plaza, Suite 1530

Clayton, MO 63105

(314) 480-1400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Kris F. Heinzelman, Esq.

Joseph D. Zavaglia, Esq.

Cravath, Swaine & Moore LLP

Worldwide Plaza

825 Eighth Avenue

New York, NY 10019

(212) 474-1000

Approximate date of commencement of proposed sale to the public: Not applicable. This Amendment No. 1 relates to the filing of an exhibit to the Form S-3 Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Form S-3 Registration Statement is being filed pursuant to Rule 462(d) and 462(e) of the Securities Act of 1933, as amended, solely to add Exhibit 25(c) hereto to Olin Corporation’s Registration Statement on Form S-3 (Registration No. 333-178460) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) on December 13, 2011. This Post-Effective Amendment No. 1 to Form S-3 Registration Statement shall become effective immediately upon filing with the SEC.

1

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits.

The following document is filed as an exhibit to this Registration Statement and shall be in addition to those previously filed exhibits to this Registration Statement:

Exhibit Number	Description of Exhibit
25(c)	Statement of Eligibility on Form T-1 of U.S. Bank National Association for Senior Debt Securities.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Clayton, State of Missouri, on August 9, 2012.

OLIN CORPORATION
By:	/s/ George H. Pain
	George H. Pain Senior Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
*	Chairman, President, Chief Executive	August 9, 2012
Joseph D. Rupp	Officer and Director (Principal Executive Officer)
*	Senior Vice President and Chief Financial Officer	August 9, 2012
John E. Fischer	(Principal Financial Officer)
*	Vice President, Finance and Controller	August 9, 2012
Todd A. Slater	(Principal Accounting Officer)
*	Director	August 9, 2012
Gray G. Benoist
*	Director	August 9, 2012
Donald W. Bogus
*	Director	August 9, 2012
C. Robert Bunch
*	Director	August 9, 2012
Randall W. Larrimore
*	Director	August 9, 2012
John M.B. O’Connor
*	Director	August 9, 2012
Richard M. Rompala
*	Director	August 9, 2012
Philip J. Schulz
*	Director	August 9, 2012
Vincent J. Smith

By:	/s/ George H. Pain
	George H. Pain Attorney-in-fact for person indicated

3

EXHIBIT INDEX

The following exhibits are in addition to those previously filed exhibits to this Registration Statement:

Exhibit Number	Description of Exhibit
25(c)	Statement of Eligibility on Form T-1 of U.S. Bank National Association for Senior Debt Securities.

4

EX-25.(C)

Exhibit 25(c)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

31-0841368

I.R.S. Employer Identification No.

800 Nicollet Mall Minneapolis, Minnesota	55402
(Address of principal executive offices)	(Zip Code)

Rebekah A. Foltz

U.S. Bank National Association

One US Bank Plaza, 3^rd Floor

St. Louis, MO 63101

(314) 418-2465

(Name, address and telephone number of agent for service)

Olin Corporation

(Issuer with respect to the Securities)

Virginia	13-1872319
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

190 Carondelet Plaza, Suite 1530 Clayton, MO	63105-3443
(Address of Principal Executive Offices)	(Zip Code)

Senior Debt Securities

(Title of the Indenture Securities)

FORM T-1

Item 1. GENERAL INFORMATION. Furnish the following information as to the trustee.

a) Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C. 20219

b) Whether it is authorized to exercise corporate trust powers.

Yes

Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the trustee, describe each such affiliation.

None

Items 3-15 Items 3-15 are not applicable because to the best of the trustee’s knowledge, the obligor is not in default under any indenture for which the trustee acts as trustee.

Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

1. A copy of the Articles of Association of the trustee.*

2. A copy of the certificate of authority of the trustee to commence business, attached as Exhibit 2.

3. A copy of the certificate of authority of the trustee to exercise corporate trust powers, attached as Exhibit 3.

4. A copy of the existing bylaws of the trustee.**

5. A copy of each indenture referred to in Item 4. Not applicable.

6. The consent of the trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

7. Report of condition of the trustee as of March 31, 2012 published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

* Incorporated by reference to Exhibit 25.1 to Amendment No. 2 to registration statement on S-4, Registration Number 333-128217 filed on November 15, 2005.

** Incorporated by reference to Exhibit 25.1 to registration statement on S-4, Registration Number 333-166527 filed on May 5, 2010.

2

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Louis, State of Missouri on the 9th of August, 2012.

By:	/s/ Rebekah A. Foltz
	Rebekah A. Foltz Vice President

3

Exhibit 2

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE

I, Thomas J. Curry, Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank National Association,” Cincinnati, Ohio (Charter No. 24), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking on the date of this certificate.

	IN TESTIMONY WHERHOF, today, May 9, 2012, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.
	Comptroller of the Currency

4

Exhibit 3

Comptroller of the Currency

Administrator of National Banks

Washington, DC 20219

CERTIFICATE OF FIDUCIARY POWERS

I, John Walsh, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations,

2. “U.S. Bank National Association,” Cincinnati, Ohio, (Charter No. 24), was granted, under the hand and seal of the Comptroller, the right to act in all fiduciary capacities authorized under the provisions of the Act of Congress approved September 28, 1962, 76 Stat.668, 12 U.S.C, 92 a, and that the authority so granted remains in full force and effect on the date of this Certificate.

	IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this September 9, 2010.
	Acting Comptroller of the Currency

5

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: August 9, 2012

By:	/s/ Rebekah A. Foltz
	Rebekah A. Foltz Vice President

6

Exhibit 7

U.S. Bank National Association

Statement of Financial Condition

As of 3/31/2012

($000’s)

	3/31/2012
Assets
Cash and Balances Due From Depository Institutions	$	9,560,436
Securities		72,930,403
Federal Funds		33,777
Loans & Lease Financing Receivables		204,146,986
Fixed Assets		5,372,613
Intangible Assets		12,620,805
Other Assets		25,562,406
Total Assets	$	330,227,426
Liabilities
Deposits	$	238,678,346
Fed Funds		6,937,931
Treasury Demand Notes		0
Trading Liabilities		349,463
Other Borrowed Money		31,722,312
Acceptances		0
Subordinated Notes and Debentures		5,929,362
Other Liabilities		10,661,152
Total Liabilities	$	294,278,566
Equity
Minority Interest in Subsidiaries	$	1,947,357
Common and Preferred Stock		18,200
Surplus		14,133,323
Undivided Profits		18,849,980
Total Equity Capital	$	35,948,860
Total Liabilities and Equity Capital	$	330,227,426

7