OLIN Corp — Director's Dealing 2008

Jul 30, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLIN CORP (OLN)
CIK: 0000074303
Period of Report: 2008-07-28

Reporting Person: PAIN GEORGE H (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-07-28	Common Stock $1 par value	M	20000	$18.39	Acquired	20000.4403	Direct
2008-07-28	Common Stock $1 par value	M	22000	$15.35	Acquired	42000.4403	Direct
2008-07-28	Common Stock $1 par value	M	20500	$18.52	Acquired	62500.4403	Direct
2008-07-28	Common Stock $1 par value	M	11750	$16.52	Acquired	74250.4403	Direct
2008-07-28	Common Stock $1 par value	S	74250	$28.05	Disposed	0.4403	Direct
2008-07-28	Common Stock $1 par value	I	1009.1879	$28.17	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-07-28	Employee Stock Option Right to Buy	$18.39	M	20000	Disposed	2012-04-14	Common Stock (20000)	Direct
2008-07-28	Employee Stock Option Right to Buy	$15.35	M	22000	Disposed	2013-02-12	Common Stock (22000)	Direct
2008-07-28	Employee Stock Option Right to Buy	$18.52	M	20500	Disposed	2014-02-11	Common Stock (20500)	Direct
2008-07-28	Employee Stock Option Right to Buy	$16.52	M	11750	Disposed	2017-02-12	Common Stock (11750)	Direct
2008-07-28	Phantom Stock Units	$28.17	I	4984.2983	Disposed		Common Stock (4984.2983)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $1 par value	7028	Indirect

Footnotes

F1: 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.

F2: 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.

F3: 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.

F4: Represents shares held in a revocable trust controlled by the reporting person's spouse and for the benefit of his spouse.

F5: Phantom shares were held in a multi-fund benefit plan.