<PAGE>

                                                           Registration No. 333-

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
            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                     (I.R.S. Employer
     of incorporation or organization)                 Identification No.)

     501 Merritt 7, Norwalk, Connecticut                         06856
     -----------------------------------------------------------------
     (Address of Principal Executive Offices)                 (Zip Code)

                               OLIN CORPORATION
                         2000 LONG TERM INCENTIVE PLAN
                           (Full title of the plan)

                              J. M. Jackson, Jr.
                                   Secretary
                               Olin Corporation
                                 501 Merritt 7
                          Norwalk, Connecticut  06851
                    (Name and address of agent for service)

                                 203-750-3126
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of securities     Amount to        Proposed maximum            Proposed maximum             Amount of
to be registered        be registered    offering price per share    aggregate offering price     registration fee
----------------        -------------    ------------------------    ------------------------     ----------------
<S>                     <C>              <C>                         <C>                          <C>
Common Stock,
par value $1.00         2,250,000(1)     $16.6875(2)                 $37,546,875.00(2)            $9,913.00

Series A                (1)(3)           N/A(3)                      N/A(3)                       N/A(3)
Participating
Cumulative
Preferred Stock
Purchase Rights
</TABLE>

__________________

1    Pursuant to Rule 416 under the Securities Act of 1933, this registration
     statement also covers such indefinite additional number of shares as may be
     issued as a result of stock dividends and stock splits or as the result of
     the anti-dilution provisions in the plan.
2    Estimated solely for the purpose of calculating the amount of the
     registration fee, pursuant to Rule 457(c) and (h), based on the average of
     the high and low prices reported for the Common Stock on the New York Stock
     Exchange consolidated reporting system on April 24, 2000.
3    The rights are attached to the Common Stock pursuant to the Rights
     Agreement dated as of February 27, 1996, between Olin Corporation and
     Chemical Mellon Shareholder Services, L.L.C. The value attributable to the
     rights, if any, is reflected in the value of the Common Stock and the
     registration fee for the rights is included in the fee for the Common
     Stock.
<PAGE>

                                    Part II

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
          ---------------------------------------

          The SEC allows us to incorporate by reference the information we file
with them, which means:

          -    incorporated documents are considered part of the prospectus;

          -    we can disclose important information to you by referring you to
               those documents; and

          -    information that we file with the SEC will automatically update
               and supersede this incorporated information.

          We incorporate by reference the documents listed below which were
filed with the SEC under the Securities Exchange Act of 1934:

          (a)  Our Annual Report on Form 10-K for the fiscal year ended December
               31, 1999;

          (b)  The description of the Common Stock, par value $1.00 per share,
               of the Company, contained in the Company's Quarterly Report on
               Form 10-Q for the fiscal quarter ended September 30, 1991; and

          (c)  The description of the Series A Participating Cumulative
               Preferred Stock Purchase Rights of the Company, contained in the
               Company's Form 8-A dated February 21, 1996.

          We also incorporate by reference each of the following documents that
we will file with the SEC after the date of this registration statement until
this offering is completed:

          -    reports filed under Section 13(a) and (c) of the Securities
               Exchange Act of 1934;

          -    definitive proxy or information statements filed under Section 14
               of the Securities Exchange Act of 1934 in connection with any
               subsequent stockholders' meeting; and

          -    any reports filed under Section 15(d) of the Securities Exchange
               Act of 1934.

Item 4.   DESCRIPTION OF SECURITIES
          -------------------------

          Not applicable; the class of securities to be offered is registered
under Section 12(g) of the Securities Exchange Act of 1934.
<PAGE>

Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL
          -------------------------------------

          The validity of the newly issued shares of Common Stock of the Company
will be passed upon by J. M. Jackson, Vice President, General Counsel and
Secretary. Mr. Jackson owns shares of the Company directly, and through various
employee benefit plans and has options to purchase shares.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
          -----------------------------------------

          The Virginia Stock Corporation Act permits indemnification of the
Company's directors, officers and employees in a variety of circumstances. Under
Section 13.1-697 of the Virginia Stock Corporation Act, a Virginia corporation
generally is authorized to indemnify its directors, officers and employees in
civil or criminal actions if they acted in good faith and believed their conduct
to be in the best interests of the corporation. In the case of criminal actions,
directors, officers or employees will be indemnified if they had no reasonable
cause to believe that their conduct was unlawful. The Act also provides
mandatory indemnification in Section 13.1-698 for a director against expenses
incurred in the successful defense of a proceeding. Under Section 13.1-704 of
the Virginia Stock Corporation Act, a Virginia corporation is permitted to grant
further indemnity to its directors, officers and employees as may be authorized
by the articles of incorporation or any bylaw unless those persons provided
indemnity engaged in willful misconduct or a knowing violation of the criminal
law. The Company's By-laws require indemnification of directors, officers and
employees with respect to certain liabilities, expenses and other amounts
imposed upon them by reason of having been directors, officers or employees
unless they engaged in willful misconduct or a knowing violation of the criminal
law. The Company's Board of Directors or legal counsel make the determination of
whether a director, officer or employee met the standard of conduct required for
indemnification. Section 13.1-692.1 of the Virginia Stock Corporation Act
permits a Virginia corporation to limit or totally eliminate the liability of a
director or officer in a shareholder or derivative proceeding unless that
director or officer engaged in willful misconduct or a knowing violation of the
criminal law or securities laws. The Company's By-laws contain a provision
intended to eliminate such liability.

          Directors and officers of the Company are insured, subject to certain
exclusions and limits and to the extent not otherwise indemnified by the
Company, against loss (including expenses incurred in the defense of actions,
suits and proceedings in connection therewith) arising from any error,
misstatement, misleading statement, omission or other act made or performed in
their capacity as directors and officers. The policies also reimburse the
Company for liability incurred in the indemnification of its directors and
officers under common or statutory laws or the Company's By-laws, subject to the
terms, conditions and exclusions of such policies. In addition, directors,
officers and other employees of the Company who may be "fiduciaries" as that
term is used in the Employee Retirement Income Security Act of 1974 are insured
with respect to liabilities under the Act.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED
          -----------------------------------

          Not applicable.
<PAGE>

Item 8.   EXHIBITS
          --------

          The Exhibits to this Registration Statement are listed in the Exhibit
Index to this Registration Statement, which Index is incorporated herein by
reference.

Item 9.   UNDERTAKINGS
          ------------

          The undersigned registrant hereby undertakes:

          (a)  (1)  To file, during any period in which offers of sales are
          being made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of
          this section do not apply if the Registration Statement is on Form S-
          3, Form S-8 or Form F-3, and the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in this Registration Statement.

               (2)   That, for the purpose of determining any liability under
          the Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new Registration Statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

               (3)   To remove from registration by means of post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to section 13(a) or
          section 15(d) of the Securities Exchange Act of 1934 "and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to section 15(d) of the Securities Exchange Act of 1934" that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new Registration Statement relating to the
<PAGE>

          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

          (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                  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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Norwalk, State of Connecticut, on the 27th day of
April, 2000.

                                    OLIN CORPORATION

                                    By:/s/ J. M. Jackson, Jr.
                                       ----------------------------------
                                           J. M. Jackson, Jr.
                                           Title: Vice President, General
                                                  Counsel and Secretary

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints J. M. Jackson and A. W. Ruggiero, and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any other documents and instruments
incidental thereto, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorneys-in-fact and agents and/or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

<PAGE>

     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 date indicated.

<TABLE>
<CAPTION>
          Signature                           Title                                Date
          ---------                           -----                                ----
<S>                               <C>                                   <C>

/s/ Donald W. Griffin             Chairman of the Board, President,              April 27, 2000
-----------------------------     Chief Executive Officer and Director
Donald W. Griffin                 (Principal Executive Officer)

 /s/ Anthony W. Ruggiero          Executive Vice President, Chief                April 27, 2000
-----------------------------     Financial Officer and Director
Anthony W. Ruggiero               (Principal Financial Officer)

/s/ Mitchell E. Daniels, Jr.
-----------------------------     Director                                       April 27, 2000
 Mitchell E. Daniels, Jr.

/s/ William W. Higgins
-----------------------------     Director                                       April 27, 2000
William W. Higgins

/s/ Randall W. Larrimore
-----------------------------     Director                                       April 27, 2000
Randall W. Larrimore

/s/ Stephen F. Page
-----------------------------     Director                                       April 27, 2000
Stephen F. Page

/s/ G. Jackson Ratcliffe, Jr.
-----------------------------     Director                                       April 27, 2000
G. Jackson Ratcliffe, Jr.

/s/ Richard M. Rompala
-----------------------------     Director                                       April 27, 2000
Richard M. Rompala

/s/ Mary E. Gallagher             Vice President and Controller                  April 27, 2000
-----------------------------     (Principal Accounting Officer)
Mary E. Gallagher
</TABLE>


<PAGE>

                                 EXHIBIT INDEX


[PRIVATE]
Exhibit
Number         Description of Documents
------         ------------------------

4.1            Restated Articles of Incorporation as amended effective May 8,
               1997 (filed as Exhibit 3(a) to the Company's Form 10-Q for the
               fiscal quarter ended March 31, 1997 (SEC File No. 1-1070) and
               incorporated herein by reference).

4.2            By-laws as amended effective April 27, 2000.

4.3            Rights Agreement dated February 27, 1996, between the Company and
               Chemical Mellon Shareholder Services, L.L.C., as Rights Agent
               (filed as Exhibit 1 to the Company's Form 8-A dated February 21,
               1996 (SEC File No. 1-1070) and incorporated herein by reference).

4.4            Specimen Common Share certificate (filed as Exhibit 4(y) to the
               Company's Registration Statement on Form S-3 dated March 22, 1994
               (SEC File No. 33-52771) and incorporated herein by reference).

4.5            Form of Rights certificate (filed as Exhibit 3 to the Company's
               Form 8-A dated February 21, 1996 (SEC File No. 1-1070) and
               incorporated herein by reference).

5              Opinion of Counsel.

23.1           Consent of Independent Auditor.

23.2           Consent of Counsel (included in Exhibit 5).

24             Power of Attorney (included on Signature Page of the Registration
               Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18865}]
{"company-data": {"conformed-name": "OLIN CORP", "cik": "0000074303", "assigned-sic": "2800", "irs-number": "131872319", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-35818", "film-number": "612014"}, "business-address": {"street1": "501 MERRITT 7", "street2": "P O BOX 4500", "city": "NORWALK", "state": "CT", "zip": "06856", "phone": "2037503000"}, "mail-address": {"street1": "OLIN CORP", "street2": "501 MERRITT 7 PO BOX 4500", "city": "NORWALK", "state": "CT", "zip": "06851"}, "former-company": {"former-conformed-name": "OLIN MATHIESON CHEMICAL CORP", "date-changed": "19691008"}}
Registration No. 333-

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM S-8
            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                     (I.R.S. Employer
     of incorporation or organization)                 Identification No.)

     501 Merritt 7, Norwalk, Connecticut                         06856
     -----------------------------------------------------------------
     (Address of Principal Executive Offices)                 (Zip Code)

                               OLIN CORPORATION
                         2000 LONG TERM INCENTIVE PLAN
                           (Full title of the plan)

                              J. M. Jackson, Jr.
                                   Secretary
                               Olin Corporation
                                 501 Merritt 7
                          Norwalk, Connecticut  06851
                    (Name and address of agent for service)

                                 203-750-3126
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
Title of securities     Amount to        Proposed maximum            Proposed maximum             Amount of
to be registered        be registered    offering price per share    aggregate offering price     registration fee
----------------        -------------    ------------------------    ------------------------     ----------------
Common Stock,
par value $1.00         2,250,000(1)     $16.6875(2)                 $37,546,875.00(2)            $9,913.00

Series A                (1)(3)           N/A(3)                      N/A(3)                       N/A(3)
Participating
Cumulative
Preferred Stock
Purchase Rights
__________________

1    Pursuant to Rule 416 under the Securities Act of 1933, this registration
     statement also covers such indefinite additional number of shares as may be
     issued as a result of stock dividends and stock splits or as the result of
     the anti-dilution provisions in the plan.
2    Estimated solely for the purpose of calculating the amount of the
     registration fee, pursuant to Rule 457(c) and (h), based on the average of
     the high and low prices reported for the Common Stock on the New York Stock
     Exchange consolidated reporting system on April 24, 2000.
3    The rights are attached to the Common Stock pursuant to the Rights
     Agreement dated as of February 27, 1996, between Olin Corporation and
     Chemical Mellon Shareholder Services, L.L.C. The value attributable to the
     rights, if any, is reflected in the value of the Common Stock and the
     registration fee for the rights is included in the fee for the Common
     Stock.
Part II

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE
          ---------------------------------------

          The SEC allows us to incorporate by reference the information we file
with them, which means:

          -    incorporated documents are considered part of the prospectus;

          -    we can disclose important information to you by referring you to
               those documents; and

          -    information that we file with the SEC will automatically update
               and supersede this incorporated information.

          We incorporate by reference the documents listed below which were
filed with the SEC under the Securities Exchange Act of 1934:

          (a)  Our Annual Report on Form 10-K for the fiscal year ended December
               31, 1999;

          (b)  The description of the Common Stock, par value $1.00 per share,
               of the Company, contained in the Company's Quarterly Report on
               Form 10-Q for the fiscal quarter ended September 30, 1991; and

          (c)  The description of the Series A Participating Cumulative
               Preferred Stock Purchase Rights of the Company, contained in the
               Company's Form 8-A dated February 21, 1996.

          We also incorporate by reference each of the following documents that
we will file with the SEC after the date of this registration statement until
this offering is completed:

          -    reports filed under Section 13(a) and (c) of the Securities
               Exchange Act of 1934;

          -    definitive proxy or information statements filed under Section 14
               of the Securities Exchange Act of 1934 in connection with any
               subsequent stockholders' meeting; and

          -    any reports filed under Section 15(d) of the Securities Exchange
               Act of 1934.

Item 4.   DESCRIPTION OF SECURITIES
          -------------------------

          Not applicable; the class of securities to be offered is registered
under Section 12(g) of the Securities Exchange Act of 1934.
Item 5.   INTEREST OF NAMED EXPERTS AND COUNSEL
          -------------------------------------

          The validity of the newly issued shares of Common Stock of the Company
will be passed upon by J. M. Jackson, Vice President, General Counsel and
Secretary. Mr. Jackson owns shares of the Company directly, and through various
employee benefit plans and has options to purchase shares.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS
          -----------------------------------------

          The Virginia Stock Corporation Act permits indemnification of the
Company's directors, officers and employees in a variety of circumstances. Under
Section 13.1-697 of the Virginia Stock Corporation Act, a Virginia corporation
generally is authorized to indemnify its directors, officers and employees in
civil or criminal actions if they acted in good faith and believed their conduct
to be in the best interests of the corporation. In the case of criminal actions,
directors, officers or employees will be indemnified if they had no reasonable
cause to believe that their conduct was unlawful. The Act also provides
mandatory indemnification in Section 13.1-698 for a director against expenses
incurred in the successful defense of a proceeding. Under Section 13.1-704 of
the Virginia Stock Corporation Act, a Virginia corporation is permitted to grant
further indemnity to its directors, officers and employees as may be authorized
by the articles of incorporation or any bylaw unless those persons provided
indemnity engaged in willful misconduct or a knowing violation of the criminal
law. The Company's By-laws require indemnification of directors, officers and
employees with respect to certain liabilities, expenses and other amounts
imposed upon them by reason of having been directors, officers or employees
unless they engaged in willful misconduct or a knowing violation of the criminal
law. The Company's Board of Directors or legal counsel make the determination of
whether a director, officer or employee met the standard of conduct required for
indemnification. Section 13.1-692.1 of the Virginia Stock Corporation Act
permits a Virginia corporation to limit or totally eliminate the liability of a
director or officer in a shareholder or derivative proceeding unless that
director or officer engaged in willful misconduct or a knowing violation of the
criminal law or securities laws. The Company's By-laws contain a provision
intended to eliminate such liability.

          Directors and officers of the Company are insured, subject to certain
exclusions and limits and to the extent not otherwise indemnified by the
Company, against loss (including expenses incurred in the defense of actions,
suits and proceedings in connection therewith) arising from any error,
misstatement, misleading statement, omission or other act made or performed in
their capacity as directors and officers. The policies also reimburse the
Company for liability incurred in the indemnification of its directors and
officers under common or statutory laws or the Company's By-laws, subject to the
terms, conditions and exclusions of such policies. In addition, directors,
officers and other employees of the Company who may be "fiduciaries" as that
term is used in the Employee Retirement Income Security Act of 1974 are insured
with respect to liabilities under the Act.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED
          -----------------------------------

          Not applicable.
Item 8.   EXHIBITS
          --------

          The Exhibits to this Registration Statement are listed in the Exhibit
Index to this Registration Statement, which Index is incorporated herein by
reference.

Item 9.   UNDERTAKINGS
          ------------

          The undersigned registrant hereby undertakes:

          (a)  (1)  To file, during any period in which offers of sales are
          being made, a post-effective amendment to this Registration Statement:

               (i)   To include any prospectus required by Section 10(a)(3) of
          the Securities Act;

               (ii)  To reflect in the prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement;

               (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the Registration
          Statement or any material change to such information in the
          Registration Statement;

               Provided, however, that Paragraphs (a)(1)(i) and (a)(1)(ii) of
          this section do not apply if the Registration Statement is on Form S-
          3, Form S-8 or Form F-3, and the information required to be included
          in a post-effective amendment by those paragraphs is contained in
          periodic reports filed with or furnished to the Commission by the
          Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
          that are incorporated by reference in this Registration Statement.

               (2)   That, for the purpose of determining any liability under
          the Securities Act of 1933, each such post-effective amendment shall
          be deemed to be a new Registration Statement relating to the
          securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

               (3)   To remove from registration by means of post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
          of determining any liability under the Securities Act of 1933, each
          filing of the Registrant's annual report pursuant to section 13(a) or
          section 15(d) of the Securities Exchange Act of 1934 "and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to section 15(d) of the Securities Exchange Act of 1934" that
          is incorporated by reference in the Registration Statement shall be
          deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at
          that time shall be deemed to be the initial bona fide offering
          thereof.

          (c)  Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in the
          opinion of the Securities and Exchange Commission such indemnification
          is against public policy as expressed in the Act and is, therefore,
          unenforceable. In the event that a claim for indemnification against
          such liabilities (other than the payment by the registrant of expenses
          incurred or paid by a director, officer or controlling person of the
          registrant in the successful defense of any action, suit or
          proceeding) is asserted by such director, officer or controlling
          person in connection with the securities being registered, the
          registrant will, unless in the opinion of its counsel the matter has
          been settled by controlling precedent, submit to a court of
          appropriate jurisdiction the question whether such indemnification by
          it is against public policy as expressed in the Act and will be
          governed by the final adjudication of such issue.

                                  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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Town of Norwalk, State of Connecticut, on the 27th day of
April, 2000.

                                    OLIN CORPORATION

                                    By:/s/ J. M. Jackson, Jr.
                                       ----------------------------------
                                           J. M. Jackson, Jr.
                                           Title: Vice President, General
                                                  Counsel and Secretary

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints J. M. Jackson and A. W. Ruggiero, and each of
them, his true and lawful attorneys-in-fact and agents with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any other documents and instruments
incidental thereto, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, thereby ratifying and confirming all
that said attorneys-in-fact and agents and/or any of them, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
Signature                           Title                                Date
          ---------                           -----                                ----
/s/ Donald W. Griffin             Chairman of the Board, President,              April 27, 2000
-----------------------------     Chief Executive Officer and Director
Donald W. Griffin                 (Principal Executive Officer)

 /s/ Anthony W. Ruggiero          Executive Vice President, Chief                April 27, 2000
-----------------------------     Financial Officer and Director
Anthony W. Ruggiero               (Principal Financial Officer)

/s/ Mitchell E. Daniels, Jr.
-----------------------------     Director                                       April 27, 2000
 Mitchell E. Daniels, Jr.

/s/ William W. Higgins
-----------------------------     Director                                       April 27, 2000
William W. Higgins

/s/ Randall W. Larrimore
-----------------------------     Director                                       April 27, 2000
Randall W. Larrimore

/s/ Stephen F. Page
-----------------------------     Director                                       April 27, 2000
Stephen F. Page

/s/ G. Jackson Ratcliffe, Jr.
-----------------------------     Director                                       April 27, 2000
G. Jackson Ratcliffe, Jr.

/s/ Richard M. Rompala
-----------------------------     Director                                       April 27, 2000
Richard M. Rompala

/s/ Mary E. Gallagher             Vice President and Controller                  April 27, 2000
-----------------------------     (Principal Accounting Officer)
Mary E. Gallagher
EXHIBIT INDEX

[PRIVATE]
Exhibit
Number         Description of Documents
------         ------------------------

4.1            Restated Articles of Incorporation as amended effective May 8,
               1997 (filed as Exhibit 3(a) to the Company's Form 10-Q for the
               fiscal quarter ended March 31, 1997 (SEC File No. 1-1070) and
               incorporated herein by reference).

4.2            By-laws as amended effective April 27, 2000.

4.3            Rights Agreement dated February 27, 1996, between the Company and
               Chemical Mellon Shareholder Services, L.L.C., as Rights Agent
               (filed as Exhibit 1 to the Company's Form 8-A dated February 21,
               1996 (SEC File No. 1-1070) and incorporated herein by reference).

4.4            Specimen Common Share certificate (filed as Exhibit 4(y) to the
               Company's Registration Statement on Form S-3 dated March 22, 1994
               (SEC File No. 33-52771) and incorporated herein by reference).

4.5            Form of Rights certificate (filed as Exhibit 3 to the Company's
               Form 8-A dated February 21, 1996 (SEC File No. 1-1070) and
               incorporated herein by reference).

5              Opinion of Counsel.

23.1           Consent of Independent Auditor.

23.2           Consent of Counsel (included in Exhibit 5).

24             Power of Attorney (included on Signature Page of the Registration
               Statement).