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<SEC-DOCUMENT>0001157523-04-000943.txt : 20040204
<SEC-HEADER>0001157523-04-000943.hdr.sgml : 20040204
<ACCEPTANCE-DATETIME>20040203194536
ACCESSION NUMBER:		0001157523-04-000943
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040203
ITEM INFORMATION:		Financial statements and exhibits
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20040204

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			OLIN CORP
		CENTRAL INDEX KEY:			0000074303
		STANDARD INDUSTRIAL CLASSIFICATION:	ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS [3350]
		IRS NUMBER:				131872319
		STATE OF INCORPORATION:			VA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-01070
		FILM NUMBER:		04564501

	BUSINESS ADDRESS:	
		STREET 1:		501 MERRITT 7
		STREET 2:		P O BOX 4500
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06856
		BUSINESS PHONE:		2037503000

	MAIL ADDRESS:	
		STREET 1:		OLIN CORP
		STREET 2:		501 MERRITT 7 PO BOX 4500
		CITY:			NORWALK
		STATE:			CT
		ZIP:			06851

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OLIN MATHIESON CHEMICAL CORP
		DATE OF NAME CHANGE:	19691008
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a4564891.txt
<DESCRIPTION>OLIN CORP. 8-K
<TEXT>
                       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 3, 2004





                                OLIN CORPORATION
             (Exact name of registrant as specified in its charter)

          Virginia                         1-1070                13-1872319
(State or Other Jurisdiction      (Commission File Number)      (IRS Employer
      of Incorporation)                                      Identification No.)

            P.O. Box 4500, 501 Merritt 7,             06856-4500
                 Norwalk, Connecticut                 (Zip Code)
     (Address of principal executive offices)

                          (203) 750-3000 (Registrant's
                     telephone number, including area code)


                                 Not Applicable
          (Former name or former address, if changed since last report)


<PAGE>

Item 7.           Exhibits.
                  --------

        Exhibit No.                           Exhibit
        ----------                            -------
           99.1              Press Release, dated February 3, 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 registrant's press release dated February 3, 2004, announcing an
agreement to sell 10,000,000 shares of its common stock to Morgan Stanley & Co.
Incorporated at an initial offering price of $18.00.



                                    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 3, 2004


<PAGE>



                                  EXHIBIT INDEX

       Exhibit No.                                   Exhibit
       ----------                                    -------
          99.1             Press Release, dated February 3, 2004.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>a4564891ex991.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                                    Exhibit 99.1



         Olin Agrees to Sell 10 Million Shares of Common Stock

   NORWALK, Conn.--(BUSINESS WIRE)--Feb. 3, 2004--Olin Corporation
(NYSE:OLN) announced today that it has agreed to sell 10 million
shares of its common stock to Morgan Stanley & Co. Incorporated. Olin
expects Morgan Stanley & Co. Incorporated to resell the shares at a
public offering price initially of $18.00. The sale is being made
pursuant to Olin's existing shelf registration statement previously
filed with, and declared effective by, the Securities and Exchange
Commission.
   Net proceeds from the sale are expected to be approximately $178
million and will be used to make a voluntary contribution of $125
million to Olin's pension plan with the balance available for general
corporate purposes.
   Headquartered in Norwalk, CT, Olin is a leading North American
producer of copper and copper-based alloys, sporting ammunition, and
chlorine and caustic soda.

   This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities law of any such jurisdiction. The
offering may be made only by means of a prospectus and related
prospectus supplement, copies of which may be obtained from Morgan
Stanley & Co. Incorporated, Prospectus Department, 1585 Broadway, New
York, NY 10036 (telephone number 212-761-8570).

   2004 - 5

    CONTACT: Investor Contact:
             Richard E. Koch, 203-750-3254
              OR
             Press Contact:
             Thomas J. Fitzgerald, 203-750-3831


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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