Exhibit 25(a)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1


STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A
TRUSTEE PURSUANT TO SECTION 305(b)(2) __
_________________

THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

 
    (Jurisdiction of incorporation
      if not a U.S. national bank)
95-3571558
(I.R.S. Employer
Identification No.)
   
       700 South Flower Street,
       Suite 500
       Los Angeles, CA
    (Address of principal executive offices)
 
 
90017
(Zip code)


Rhea L. Murphy, Legal Department
The Bank of New York Mellon Trust Company, National Association
700 South Flower Street, Suite 500
Los Angeles, California 90017
(213) 630-6476
(Name, address and telephone number of agent for service)
________________

Olin Corporation
(Exact name of obligor as specified in its charter)

       Virginia
    (State or other jurisdiction
      of incorporation or organization)
13-1872319
(I.R.S. Employer
Identification No.)
   
190 Carondelet Plaza, Suite 1530
Clayton, MO
(Address of principal executive offices)
 
63105
(Zip code)

_________________

Senior Debt Securities
(Title of the indenture securities)

 
 
 


Item 1.   General Information.

            Furnish the following information as to the Trustee:

      (a)   Name and address of each examining or supervising authority to
         which it is subject.

Comptroller of the Currency, Washington, D.C. 20219
United States Department of the Treasury

Federal Reserve Bank, San Francisco, California 94105
Federal Deposit Insurance Corporation, Washington, D.C. 20429

      (b)   Whether it is authorized to exercise corporate trust powers.

         Yes.

Item 2.    Affiliations with Obligor.

          If the obligor is an affiliate of the trustee, describe each such affiliation.

          None.

Pursuant to General Instruction B of the Form T-1, no responses are included for Items 3-15 of this Form T-1 because the Obligor is not in default as provided under Item 13.

 
Item 16.   List of Exhibits.
 
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
 
 
1.
A copy of the articles of association of The Bank of New York Mellon Trust Company, National Association. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-135006).
 
 
2.
A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).
 
 
3.
A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-135006).
 
 
4.
A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).
 
 
6.
The consent of the trustee required by Section 321(b) of the Act.
 
 
7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.
 

 
 
 
SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, The Bank of New York Mellon Trust Company, National Association, a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Chicago, and State of Illinois on the 12th day of December, 2011.


         THE BANK OF NEW YORK MELLON TRUST COMPANY,
NATIONAL ASSOCIATION

 

                                        By:   /s/ R. Tarnas                                
                                          Name:   R. Tarnas
                                          Title:     Vice President



 
 
 
                                         EXHIBIT 6
 
The consent of the Trustee required by Section 321 (b) of the Act


 
                                         December 12, 2011



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

In connection with the qualification of an indenture between Olin Corporation and The Bank of New York Mellon Trust Company, National Association, as trustee, the undersigned, in accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, hereby consents that the reports of examinations of the undersigned, made by Federal, State, Territorial, or District authorities authorized to make such examinations, may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.
 
                                  The Bank of New York Mellon Trust Company,
                                     National Association
 
 
                                       By:    /s/ R. Tarnas                                
                                         Name:   R. Tarnas
                                         Title:     Vice President





 
 
 


EXHIBIT 7

Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business September 30, 2011, published in accordance with Federal regulatory authority instructions.

   
Dollar Amounts
in Thousands
  
ASSETS
      
       
Cash and balances due from depository institutions:
      
Noninterest-bearing balances and currency and coin
   $ 1,454  
Interest-bearing balances
     369  
Securities:
        
Held-to-maturity securities
     0  
Available-for-sale securities
     859,924  
Federal funds sold and securities purchased under agreements to resell:
        
Federal funds sold
     61,500  
Securities purchased under agreements to resell
     0  
Loans and lease financing receivables:
        
Loans and leases held for sale
     0  
Loans and leases, net of unearned income
     0  
LESS: Allowance for loan and lease losses
     0  
Loans and leases, net of unearned income and allowance
     0  
Trading assets
     0  
Premises and fixed assets (including capitalized leases)
     7,949  
Other real estate owned
     0  
Investments in unconsolidated subsidiaries and associated companies
     0  
Direct and indirect investments in real estate ventures
     0  
Intangible assets:
        
Goodwill
     856,313  
Other intangible assets
     194,824  
Other assets
     136,208  
Total assets
   $ 2,118,541  



 
 
 

LIABILITIES
      
       
Deposits:
      
In domestic offices
   $ 500  
Noninterest-bearing
     500  
Interest-bearing
     0  
Not applicable
        
Federal funds purchased and securities sold under agreements to repurchase:
        
Federal funds purchased
     0  
Securities sold under agreements to repurchase
     0  
Trading liabilities
     0  
Other borrowed money:
        
(includes mortgage indebtedness and obligations under capitalized leases)
     268,691  
Not applicable
        
Not applicable
        
Subordinated notes and debentures
     0  
Other liabilities
     226,429  
Total liabilities
   $ 495,620  
Not applicable
        

EQUITY CAPITAL
      
       
Perpetual preferred stock and related surplus
   $ 0  
Common stock
     1,000  
Surplus (exclude all surplus related to preferred stock)
     1,121,520  
Not available
        
Retained earnings
     494,482  
Accumulated other comprehensive income
     5,919  
Other equity capital components
     0  
Not available
        
Total bank equity capital
     1,622,921  
Noncontrolling (minority) interests in consolidated subsidiaries
     0  
Total equity capital
     1,622,921  
Total liabilities and equity capital
   $ 2,118,541  


I, Karen Bayz, CFO and Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz                                )           CFO and Managing Director


We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Timothy Vara, President                  )
Frank P. Sulzberger, MD                 )           Directors (Trustees)
William D. Lindelof, MD                         )