Registration No. 333-
                                                                             

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

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

              OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
                            (Full title of the plan)

                                J.M. Jackson, Jr.
                                    Secretary
                                Olin Corporation
                                  501 Merritt 7
                           Norwalk, Connecticut  06856
                     (Name and address of agent for service)

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


                         CALCULATION OF REGISTRATION FEE
                                                                             
                                                        Proposed
                                       Proposed         maximum
                      Amount           maximum          aggregate   Amount of
Title of securities   to be            offering price   offering    registra-
to be registered      registered       per share (2)    price (2)   tion fee

Common Stock (par     2,500,000 (1)        $37.75     $94,375,000    $28,599
value $1.00 per       shares
share)

    (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement registers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein, as well
as an indeterminate number of additional shares which may be issuable pursuant
to the anti-dilution provisions thereof.

    (2)  The price of $37.75 per share, which was the average of the high and
low prices of Common Stock as reported in the New York Stock Exchange 
consolidated reporting system on December 6, 1996, is set forth solely for 
purposes of calculating the registration fee pursuant to Rule 457(h).

                                        
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").


Item 2.   Registrant Information and Employee Plan Annual Information.

     Not required to be filed with the Commission.



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Commission by Olin Corporation (the
"Company") are incorporated herein by reference as of their respective dates:

     (a)  Olin Corporation Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (and the documents incorporated by reference therein).

     (b)  Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 (and the documents incorporated by reference therein).

     (c)  Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 (and the documents incorporated by reference therein).

     (d)  Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 (and the documents incorporated by reference therein).

     (e)  Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 1991, containing a description of the Common Stock and ESOP
Preferred Stock.

     (f)  Olin Corporation Form 8-A dated February 21, 1996 containing a
description of Olin Series A Participating Cumulative Preferred Stock Purchase
Rights.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference and to be part hereof from the date of
filing such documents.


Item 4.   Description of Securities.

     Not applicable.


Item 5.   Interest of Named Experts and Counsel.

     The validity of the Common Stock offered hereby has been passed upon by
Johnnie M. Jackson, Jr., Vice President, General Counsel and Secretary.  As of
November 30, 1996, Mr. Jackson beneficially owned 16,516 shares of the Company's
Common Stock (including 15,528 employee stock options presently exercisable) and
holds additional employee stock options not exercisable currently to purchase 
30,000 additional shares of the Company's Common Stock.  Mr. Jackson also as of 
November 30, 1996 owns beneficially and indirectly in the Company's Contributing
Employee Ownership Plan 584 shares of the Company's ESOP Preferred Stock and 
4,828 shares in the Olin Common Stock Fund.


Item 6.   Indemnification of Directors and Officers.

     The Virginia Stock Corporation Act permits, and the Company's By-laws
require, indemnification of Olin's directors, officers and employees in a
variety of circumstances.  Under Sections 13.1-697 and 13.1-704 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
such persons acted in good faith and believed their conduct to be in the best
interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe that their conduct was unlawful.  The Company's By-
laws require indemnification of directors, officers and employees with respect
to certain liabilities, expenses, and other amounts imposed upon such persons 
by reason of having been directors, officers or employees if such persons acted 
in good faith and believed that their conduct was in the best interests of the 
Company or related entity.  Also, 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.

     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 By-laws, subject to the terms,
conditions and exclusions of the policy.  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 such Act.


Item 7.   Exception from Registration Claimed.

     Not applicable.


Item 8.   Exhibits.

Exhibit 
No.      Description of Exhibit

3(a)     Restated Articles of Incorporation as amended effective January 15,
         1992.  Incorporated by reference to Exhibit 3(a) to the Company's
         Form 10-K for the fiscal year ended December 31, 1995 (SEC File
         No. 1-1070).

3(b)     By-laws as amended effective October 31, 1996.  Incorporated by
         reference to Exhibit 3 to the Company's Form 10-Q for the quarter
         ended September 30, 1996 (SEC File No. 1-1070).

4(a)     Description of the Company's Series A Participating Cumulative 
         Preferred Stock Purchase Rights and Rights Agreement dated February 27,
         1996 between the Company and Chemical Mellon Shareholder Services LLC, 
         Rights Agent.  Incorporated by reference to the Company's Form 8-A 
         dated February 21, 1996 (SEC File No. 1-1070).

4(b)     Description of the Company's Common Stock and ESOP Preferred Stock.
         Incorporated by reference to Item 5 to the Company's Form 10-Q for 
         the quarter ended September 30, 1991 (SEC File No. 1-1070).

5        Opinion of Johnnie M. Jackson, Jr., Esq.

23(a)    Consent of KPMG Peat Marwick LLP.

23(b)    Consent of Johnnie M. Jackson, Jr., Esq. (included in Exhibit 5).

24(a)    Power of Attorney

24(b)    Certified resolution

As provided for in the General Instructions to Form S-8, in lieu of providing 
a copy of the Internal Revenue Service ("IRS") determination letter required 
by Item 601(b)(5)(iii)(B) of Regulation S-K, the registrant hereby undertakes 
to submit the plan and amendments thereto to the IRS in a timely manner and 
will make all changes required by the IRS in order to maintain the qualification
of the Plan.


Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (i)   To file, during any period in which offers or 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 of 1933, as amended (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.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high and of the estimated maximum offering range 
     may be reflected in the form of prospectus filed with the Commission 
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and 
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table 
     in the effective 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) 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 Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

          (2)   That, for the purpose of determining any liability under the
Securities Act, 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 a 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 the purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
                                        
                                        
                                   SIGNATURES

     The Registrant.  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 the filing on the Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Norwalk, State of Connecticut, on this
tenth day of December, 1996.

                                       OLIN CORPORATION

                                       By  J.M. Jackson, Jr.
                                           -----------------
                                           J.M. Jackson, Jr.
                                           Vice President, General
                                             Counsel and Secretary
         
         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

  Donald W. Griffin
  -----------------                   Chairman of the Board, President and
  Donald W. Griffin                     Chief Executive Officer
                                          (Principal Executive Officer)
   Anthony W. Ruggiero      
   -------------------                Senior Vice President and
   Anthony W. Ruggiero                  Chief Financial Officer
                                        (Principal Financial Officer)
     Louis S. Massimo 
     ----------------                 Controller
     Louis S. Massimo                   (Principal Accounting Officer)

          *                     
   ------------------                 Director
   Richard E. Cavanagh

          *                     
    ------------------                Director
    William W. Higgins

         *                     
     ----------------                 Director
     Suzanne D. Jaffe

         *                       
 ----------------------               Director
 John W. Johnstone, Jr.

          *                     
   ---------------                    Director
   Jack D. Kuehler

          *                     
 ------------------------             Director
 H. William Lichtenberger

                                
 -------------------------            Director
 G. Jackson Ratcliffe, Jr.
 
          *                     
     ---------------                  Director
     William L. Read

          *                     
     ----------------                 Director
     John P. Schaefer


*/ By J.M. Jackson, Jr.
      J.M. Jackson, Jr.,
        attorney-in-fact

Dated:  December 10, 1996
                                        
         Pursuant to the requirements of the Securities Act of 1933, the
Olin Corporation Contributing Employee Ownership Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, on this tenth day of December 1996.

                                       OLIN CORPORATION CONTRIBUTING
                                         EMPLOYEE OWNERSHIP PLAN

                                       By the Pension and CEOP
                                         Administrative Committee
                                       
                                       P.C. Kosche
                                       -----------
                                       P.C. Kosche

                                       J.W. Daly
                                       ---------
                                       J.W. Daly

                                       S.E. Doughty
                                       ------------
                                       S.E. Doughty

                                       R.S. Williams
                                       -------------
                                       R.S. Williams
         
                                  EXHIBIT INDEX

Exhibit No.     Description

3(a)            Restated Articles of Incorporation as amended effective
                January 15, 1992.  Incorporated by reference to Exhibit 3(a)
                to the Company's Form 10-K for the fiscal year ended 
                December 31, 1995 (SEC File No. 1-1070).

3(b)            By-laws as amended effective October 31, 1996.  Incorporated
                by reference to Exhibit 3 to the Company's Form 10-Q for the
                quarter ended September 30, 1996 (SEC File No. 1-1070).

4(a)            Description of the Company's Series A Participating Cumulative
                Preferred Stock Purchase Rights and Rights Agreement dated 
                February 27, 1996 between the Company and Chemical Mellon 
                Shareholder Services LLP, Rights Agent. Incorporated by 
                reference to the Company's Form 8-A dated February 21, 1996 
                (SEC File No. 1-1070).

4(b)            Description of the Company's Common Stock and ESOP Preferred 
                Stock.  Incorporated by reference to Item 5 of the Company's 
                Form 10-Q for the quarter ended September 30, 1991 (SEC File 
                No. 1-1070).

5(a)            Opinion of Johnnie M. Jackson, Jr., Esq.

23(a)           Consent of KPMG Peat Marwick LLP.

23(b)           Consent of Johnnie M. Jackson, Jr., Esq. (included in
                Exhibit 5).

24(a)           Power of Attorney

24(b)           Certified Resolution
[{"type": "S-8", "sequence": "1", "description": "CEOP SHARES REGISTRATION STATEMENT", "secsgml_size_bytes": 19701}]
{"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": "333-17629", "film-number": "96679083"}, "business-address": {"street1": "501 MERRITT 7", "street2": "P O BOX 4500", "city": "NORWALK", "state": "CT", "zip": "06856", "phone": "2033562000"}, "former-company": {"former-conformed-name": "OLIN MATHIESON CHEMICAL CORP", "date-changed": "19691008"}}
Registration No. 333-
                                                                             

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

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

              OLIN CORPORATION CONTRIBUTING EMPLOYEE OWNERSHIP PLAN
                            (Full title of the plan)

                                J.M. Jackson, Jr.
                                    Secretary
                                Olin Corporation
                                  501 Merritt 7
                           Norwalk, Connecticut  06856
                     (Name and address of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
                                                                             
                                                        Proposed
                                       Proposed         maximum
                      Amount           maximum          aggregate   Amount of
Title of securities   to be            offering price   offering    registra-
to be registered      registered       per share (2)    price (2)   tion fee

Common Stock (par     2,500,000 (1)        $37.75     $94,375,000    $28,599
value $1.00 per       shares
share)

    (1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement registers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein, as well
as an indeterminate number of additional shares which may be issuable pursuant
to the anti-dilution provisions thereof.

    (2)  The price of $37.75 per share, which was the average of the high and
low prices of Common Stock as reported in the New York Stock Exchange 
consolidated reporting system on December 6, 1996, is set forth solely for 
purposes of calculating the registration fee pursuant to Rule 457(h).

                                        
                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.

     Not required to be filed with the Securities and Exchange Commission (the
"Commission").

Item 2.   Registrant Information and Employee Plan Annual Information.

     Not required to be filed with the Commission.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

     The following documents filed with the Commission by Olin Corporation (the
"Company") are incorporated herein by reference as of their respective dates:

     (a)  Olin Corporation Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (and the documents incorporated by reference therein).

     (b)  Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996 (and the documents incorporated by reference therein).

     (c)  Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
June 30, 1996 (and the documents incorporated by reference therein).

     (d)  Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 1996 (and the documents incorporated by reference therein).

     (e)  Olin Corporation Quarterly Report on Form 10-Q for the quarter ended
September 30, 1991, containing a description of the Common Stock and ESOP
Preferred Stock.

     (f)  Olin Corporation Form 8-A dated February 21, 1996 containing a
description of Olin Series A Participating Cumulative Preferred Stock Purchase
Rights.

     All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), after the date hereof and prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference and to be part hereof from the date of
filing such documents.

Item 4.   Description of Securities.

     Not applicable.

Item 5.   Interest of Named Experts and Counsel.

     The validity of the Common Stock offered hereby has been passed upon by
Johnnie M. Jackson, Jr., Vice President, General Counsel and Secretary.  As of
November 30, 1996, Mr. Jackson beneficially owned 16,516 shares of the Company's
Common Stock (including 15,528 employee stock options presently exercisable) and
holds additional employee stock options not exercisable currently to purchase 
30,000 additional shares of the Company's Common Stock.  Mr. Jackson also as of 
November 30, 1996 owns beneficially and indirectly in the Company's Contributing
Employee Ownership Plan 584 shares of the Company's ESOP Preferred Stock and 
4,828 shares in the Olin Common Stock Fund.

Item 6.   Indemnification of Directors and Officers.

     The Virginia Stock Corporation Act permits, and the Company's By-laws
require, indemnification of Olin's directors, officers and employees in a
variety of circumstances.  Under Sections 13.1-697 and 13.1-704 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
such persons acted in good faith and believed their conduct to be in the best
interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe that their conduct was unlawful.  The Company's By-
laws require indemnification of directors, officers and employees with respect
to certain liabilities, expenses, and other amounts imposed upon such persons 
by reason of having been directors, officers or employees if such persons acted 
in good faith and believed that their conduct was in the best interests of the 
Company or related entity.  Also, 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.

     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 By-laws, subject to the terms,
conditions and exclusions of the policy.  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 such Act.

Item 7.   Exception from Registration Claimed.

     Not applicable.

Item 8.   Exhibits.

Exhibit 
No.      Description of Exhibit

3(a)     Restated Articles of Incorporation as amended effective January 15,
         1992.  Incorporated by reference to Exhibit 3(a) to the Company's
         Form 10-K for the fiscal year ended December 31, 1995 (SEC File
         No. 1-1070).

3(b)     By-laws as amended effective October 31, 1996.  Incorporated by
         reference to Exhibit 3 to the Company's Form 10-Q for the quarter
         ended September 30, 1996 (SEC File No. 1-1070).

4(a)     Description of the Company's Series A Participating Cumulative 
         Preferred Stock Purchase Rights and Rights Agreement dated February 27,
         1996 between the Company and Chemical Mellon Shareholder Services LLC, 
         Rights Agent.  Incorporated by reference to the Company's Form 8-A 
         dated February 21, 1996 (SEC File No. 1-1070).

4(b)     Description of the Company's Common Stock and ESOP Preferred Stock.
         Incorporated by reference to Item 5 to the Company's Form 10-Q for 
         the quarter ended September 30, 1991 (SEC File No. 1-1070).

5        Opinion of Johnnie M. Jackson, Jr., Esq.

23(a)    Consent of KPMG Peat Marwick LLP.

23(b)    Consent of Johnnie M. Jackson, Jr., Esq. (included in Exhibit 5).

24(a)    Power of Attorney

24(b)    Certified resolution

As provided for in the General Instructions to Form S-8, in lieu of providing 
a copy of the Internal Revenue Service ("IRS") determination letter required 
by Item 601(b)(5)(iii)(B) of Regulation S-K, the registrant hereby undertakes 
to submit the plan and amendments thereto to the IRS in a timely manner and 
will make all changes required by the IRS in order to maintain the qualification
of the Plan.

Item 9.   Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (i)   To file, during any period in which offers or 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 of 1933, as amended (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.  Notwithstanding the foregoing, any increase or
     decrease in volume of securities offered (if the total dollar value of
     securities offered would not exceed that which was registered) and any
     deviation from the low or high and of the estimated maximum offering range 
     may be reflected in the form of prospectus filed with the Commission 
     pursuant to Rule 424(b) if, in the aggregate, the changes in volume and 
     price represent no more than 20 percent change in the maximum aggregate
     offering price set forth in the "Calculation of Registration Fee" table 
     in the effective 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) 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 Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.

          (2)   That, for the purpose of determining any liability under the
Securities Act, 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 a 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 the purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 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 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
                                        
                                        
                                   SIGNATURES

     The Registrant.  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 the filing on the Form S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Norwalk, State of Connecticut, on this
tenth day of December, 1996.

                                       OLIN CORPORATION

                                       By  J.M. Jackson, Jr.
                                           -----------------
                                           J.M. Jackson, Jr.
                                           Vice President, General
                                             Counsel and Secretary
         
         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

  Donald W. Griffin
  -----------------                   Chairman of the Board, President and
  Donald W. Griffin                     Chief Executive Officer
                                          (Principal Executive Officer)
   Anthony W. Ruggiero      
   -------------------                Senior Vice President and
   Anthony W. Ruggiero                  Chief Financial Officer
                                        (Principal Financial Officer)
     Louis S. Massimo 
     ----------------                 Controller
     Louis S. Massimo                   (Principal Accounting Officer)

          *                     
   ------------------                 Director
   Richard E. Cavanagh

          *                     
    ------------------                Director
    William W. Higgins

         *                     
     ----------------                 Director
     Suzanne D. Jaffe

         *                       
 ----------------------               Director
 John W. Johnstone, Jr.

          *                     
   ---------------                    Director
   Jack D. Kuehler

          *                     
 ------------------------             Director
 H. William Lichtenberger

                                
 -------------------------            Director
 G. Jackson Ratcliffe, Jr.
 
          *                     
     ---------------                  Director
     William L. Read

          *                     
     ----------------                 Director
     John P. Schaefer

*/ By J.M. Jackson, Jr.
      J.M. Jackson, Jr.,
        attorney-in-fact

Dated:  December 10, 1996
                                        
         Pursuant to the requirements of the Securities Act of 1933, the
Olin Corporation Contributing Employee Ownership Plan has duly caused this
registration statement to be signed on its behalf by the undersigned, 
thereunto duly authorized, on this tenth day of December 1996.

                                       OLIN CORPORATION CONTRIBUTING
                                         EMPLOYEE OWNERSHIP PLAN

                                       By the Pension and CEOP
                                         Administrative Committee
                                       
                                       P.C. Kosche
                                       -----------
                                       P.C. Kosche

                                       J.W. Daly
                                       ---------
                                       J.W. Daly

                                       S.E. Doughty
                                       ------------
                                       S.E. Doughty

                                       R.S. Williams
                                       -------------
                                       R.S. Williams
         
                                  EXHIBIT INDEX

Exhibit No.     Description

3(a)            Restated Articles of Incorporation as amended effective
                January 15, 1992.  Incorporated by reference to Exhibit 3(a)
                to the Company's Form 10-K for the fiscal year ended 
                December 31, 1995 (SEC File No. 1-1070).

3(b)            By-laws as amended effective October 31, 1996.  Incorporated
                by reference to Exhibit 3 to the Company's Form 10-Q for the
                quarter ended September 30, 1996 (SEC File No. 1-1070).

4(a)            Description of the Company's Series A Participating Cumulative
                Preferred Stock Purchase Rights and Rights Agreement dated 
                February 27, 1996 between the Company and Chemical Mellon 
                Shareholder Services LLP, Rights Agent. Incorporated by 
                reference to the Company's Form 8-A dated February 21, 1996 
                (SEC File No. 1-1070).

4(b)            Description of the Company's Common Stock and ESOP Preferred 
                Stock.  Incorporated by reference to Item 5 of the Company's 
                Form 10-Q for the quarter ended September 30, 1991 (SEC File 
                No. 1-1070).

5(a)            Opinion of Johnnie M. Jackson, Jr., Esq.

23(a)           Consent of KPMG Peat Marwick LLP.

23(b)           Consent of Johnnie M. Jackson, Jr., Esq. (included in
                Exhibit 5).

24(a)           Power of Attorney

24(b)           Certified Resolution