Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PAIN GEORGE H
  2. Issuer Name and Ticker or Trading Symbol
OLIN CORP [OLN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
(Last)
(First)
(Middle)
C/O OLIN CORPORATION, 190 CARONDELET PLAZA SUITE 1530
3. Date of Earliest Transaction (Month/Day/Year)
07/28/2008
(Street)

CLAYTON, MO 63105
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock $1 par value 07/28/2008   M   20,000 A $ 18.39 20,000.4403 D (1)  
Common Stock $1 par value 07/28/2008   M   22,000 A $ 15.35 42,000.4403 D (1)  
Common Stock $1 par value 07/28/2008   M   20,500 A $ 18.52 62,500.4403 D (1)  
Common Stock $1 par value 07/28/2008   M   11,750 A $ 16.52 74,250.4403 D (1)  
Common Stock $1 par value 07/28/2008   S   74,250 D $ 28.05 (2) 0.4403 D (1)  
Common Stock $1 par value 07/28/2008   I   1,009.1879 (3) D $ 28.17 0 I By ESOP Trustee
Common Stock $1 par value               7,028 (4) I By Spouse's Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option Right to Buy $ 18.39 07/28/2008   M     20,000 04/15/2003 04/14/2012 Common Stock 20,000 $ 0 0 D  
Employee Stock Option Right to Buy $ 15.35 07/28/2008   M     22,000 02/13/2004 02/12/2013 Common Stock 22,000 $ 0 0 D  
Employee Stock Option Right to Buy $ 18.52 07/28/2008   M     20,500 02/12/2005 02/11/2014 Common Stock 20,500 $ 0 0 D  
Employee Stock Option Right to Buy $ 16.52 07/28/2008   M     11,750 02/13/2008 02/12/2017 Common Stock 11,750 $ 0 23,500 D  
Phantom Stock Units $ 28.17 07/28/2008   I     4,984.2983   (5)   (5) Common Stock 4,984.2983 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PAIN GEORGE H
C/O OLIN CORPORATION
190 CARONDELET PLAZA SUITE 1530
CLAYTON, MO 63105
      Vice President  

Signatures

 /s/ B. M. Pantalone, Attorney-in-Fact   07/30/2008
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Fractional amount represents shares held under the Olin Corporation dividend reinvestment plan, including 0.009 shares acquired since the date of the reporting person's last ownership report.
(2) This transaction was executed in multiple trades at prices ranging from $27.688 to $28.54. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
(3) The figure represents shares periodically acquired under the Olin Corporation Contributing Employee Ownership Plan (CEOP), a tax-conditioned plan, and held in the Olin Common Stock Fund of the CEOP, in a transaction exempt under Rule 16b-3 and includes 23.7922 shares of Olin stock acquired since the date of the reporting person's last ownership report.
(4) Represents shares held in a revocable trust controlled by the reporting person's spouse and for the benefit of his spouse.
(5) Phantom shares were held in a multi-fund benefit plan.

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