OLIN Corp — Director's Dealing 2011

May 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: OLIN CORP (OLN)
CIK: 0000074303
Period of Report: 2011-05-03

Reporting Person: PAIN GEORGE H (Sr. VP, Gen. Counsel & Sec.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-03	Common Stock $1 par value	M	17083	$14.28	Acquired	49837.48	Direct
2011-05-03	Common Stock $1 par value	M	17084	$15.68	Acquired	66921.48	Direct
2011-05-03	Common Stock $1 par value	S	34167	$25.08	Disposed	32754.48	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-03	Employee Stock Option Right to Buy	$14.28	M	17083	Disposed	2019-02-04	Common Stock (17083)	Direct
2011-05-03	Employee Stock Option Right to Buy	$15.68	M	17084	Disposed	2020-02-04	Common Stock (17084)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock $1 par value	481.7880	Indirect

Footnotes

F1: Fractional amount represents shares held under the Olin Corporation dividend reinvestment plan.

F2: This transaction was executed in multiple trades at prices ranging from $25.01 to $25.17. 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 of Olin Common Stock held under the Olin Common Stock Fund of the Olin Corporation Contributing Employee Ownership Plan (CEOP), a tax-conditioned plan reflecting transactions exempt under Rule 16b-3, as reported by the CEOP Plan Administrator as of April 29, 2011.

F4: The unexercised options for 17,083 shares vest on February 5, 2012.

F5: The unexercised options for 34,166 shares vest in two equal installments on February 5, 2012 and February 5, 2013.