SCHEDULE 14A
                   Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934
                               (Amendment No. __)


Filed by the Registrant [ ]

Filed by a Party other than the Registrant [x]

Check the appropriate box:

[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
    14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to 240.14a-12

                           Commercial Metals Company
                (Name of Registrant as Specified In Its Charter)

                               Icahn Partners LP
                         Icahn Partners Master Fund LP
                       Icahn Partners Master Fund II L.P.
                      Icahn Partners Master Fund III L.P.
                         High River Limited Partnership
                             Hopper Investments LLC
                                 Barberry Corp.
                                Icahn Onshore LP
                               Icahn Offshore LP
                               Icahn Capital L.P.
                                   IPH GP LLC
                        Icahn Enterprises Holdings L.P.
                          Icahn Enterprises G.P. Inc.
                                 Beckton Corp.
                                 Carl C. Icahn
                                  James Unger
                                 Steve Mongillo
                                 George Hebard
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.

     1) Title of each class of securities to which transaction applies:


     2) Aggregate number of securities to which transaction applies:


     3) Per unit price or other underlying value of transaction computed
        pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
        filing fee is  calculated  and  state  how  it  was  determined):

     4) Proposed maximum aggregate value of transaction:

     5) Total fee paid:


[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act
    Rule  0-11(a)(2)  and  identify the filing for which the offsetting fee was
    paid previously.  Identify  the  previous filing by registration statement
    number, or the  Form  or  Schedule  and  the  date  of  its  filing.

     1) Amount Previously Paid:

     2) Form, Schedule or Registration Statement No.:

     3) Filing Party:

     4) Date Filed:



On  December  2,  2011,  entities  affiliated  with  Carl  C.  Icahn (the "Icahn
Entities")  delivered  a  letter  to the Board of Directors of Commercial Metals
Company  (the "Company") and issued a press release relating to the Company. The
press  release,  which  includes  the  full  text of the letter, is incorporated
herein  and  attached  hereto  as  Exhibit  1.


SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO  THE  SOLICITATION  OF  PROXIES BY CARL C. ICAHN, JAMES UNGER, STEVE
MONGILLO, GEORGE HEBARD, HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC,
BARBERRY CORP., ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS
MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., ICAHN ENTERPRISES G.P.
INC.,  ICAHN  ENTERPRISES  HOLDINGS  L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN
ONSHORE  LP,  ICAHN  OFFSHORE  LP, BECKTON CORP. AND CERTAIN OF THEIR RESPECTIVE
AFFILIATES  FROM  THE  STOCKHOLDERS  OF COMMERCIAL METALS COMPANY FOR USE AT ITS
2012  ANNUAL  MEETING  WHEN  THEY  BECOME  AVAILABLE  BECAUSE  THEY WILL CONTAIN
IMPORTANT  INFORMATION,  INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN
SUCH  PROXY  SOLICITATION.  WHEN  COMPLETED,  A DEFINITIVE PROXY STATEMENT AND A
FORM  OF  PROXY  WILL BE MAILED TO STOCKHOLDERS OF COMMERCIAL METALS COMPANY AND
WILL  ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S
WEBSITE  AT  HTTP://WWW.SEC.GOV.  INFORMATION  RELATING TO THE PARTICIPANTS IN A
POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED
WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON  OCTOBER  19,  2011.



                                                                       EXHIBIT 1


                                 Press Release
                                 -------------


FOR IMMEDIATE RELEASE


                        CARL C. ICAHN ISSUES OPEN LETTER
                             TO BOARD OF DIRECTORS
                          OF COMMERCIAL METALS COMPANY


New York, New York, December 2, 2011
Contact: Susan Gordon (212) 702-4309

Carl C. Icahn, Chairman of the Board of the general partner of Icahn Enterprises
LP (NYSE:  IEP), issued the following open letter this afternoon to the Board of
Directors  of  Commercial  Metals  Company.

The letter is as follows:


                                 CARL C. ICAHN


December 2, 2011

Board of Directors
Commercial Metals Company
6565 North MacArthur Boulevard, Suite 800
Irving, Texas 75039

Ladies and Gentlemen:

On  Monday,  we  informed  you  and publicly announced that Icahn Enterprises LP
would  purchase Commercial Metals Company at $15 per share, in cash, without any
financing  or due diligence conditions. Disappointingly, it is Friday afternoon,
the  week  is  over,  and  we  have  still  not  heard  from  you.

We  are  sure  that  you  are  keenly aware that since our announcement, over 22
million  of  the  Company's  shares have traded. This represents over 19% of the
Company's outstanding shares, and is 200% higher than the average weekly trading
volume  over  the  past 52 weeks. To allow your shareholders to trade such heavy
volumes without responding to our offer is completely irresponsible - but wholly
consistent with the pattern of irresponsibility demonstrated by the Company over
the  years.

Icahn  Enterprises  (which currently has, on a consolidated basis, $22.4 billion
of  assets,  including in excess of $13 billion in liquid assets, which are cash
and  marketable securities) made a legitimate offer to acquire your Company, and
to  be  clear,  we continue to be immediately ready to meet with you to document
the  transaction.  We  are  not  asking  for  any  due  diligence  or  financing
conditions. All that we are asking is that you allow your shareholders to decide
if  they  wish  to  sell  their  company.

We  have  received  a number of inquiries from shareholders this week, as we are
sure you have too. Shareholders deserve an answer; it is incumbent on this Board
to  respond  to our offer. To that end, if you continue to disregard your duties
and  have not contacted us by 9:00 a.m., New York City time, on Monday, December
5,  2011,  to schedule a meeting to discuss our offer, please be forewarned that
we  intend  to  take  matters  into  our  own  hands.


                                                        Carl C. Icahn


IMPORTANT  INFORMATION:  ICAHN  ENTERPRISES  LP HAS NOT YET COMMENCED THE TENDER
OFFER  REFERRED  TO  IN  THIS PRESS RELEASE. UPON THE COMMENCEMENT OF ANY TENDER
OFFER,  ICAHN ENTERPRISES LP OR ONE OF ITS SUBSIDIARIES WILL FILE A TENDER OFFER
STATEMENT  WITH  THE  SECURITIES  AND  EXCHANGE COMMISSION. THOSE DOCUMENTS WILL
CONTAIN  IMPORTANT  INFORMATION  ABOUT  THE  TENDER  OFFER AND SHOULD BE READ BY
SECURITY  HOLDERS.  IF  THE  TENDER OFFER IS COMMENCED, SECURITY HOLDERS WILL BE
ABLE  TO  OBTAIN AT NO CHARGE (I) THE TENDER OFFER STATEMENT AND OTHER DOCUMENTS
WHEN  THEY  BECOME AVAILABLE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE
AT  HTTP://WWW.SEC.GOV, AND (II) THE OFFER TO PURCHASE AND ALL RELATED DOCUMENTS
FROM  THE  OFFERORS.

SECURITY  HOLDERS  ARE  ADVISED  TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED  TO  THE  SOLICITATION  OF  PROXIES BY CARL C. ICAHN, JAMES UNGER, STEVE
MONGILLO, GEORGE HEBARD, HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC,
BARBERRY CORP., ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS
MASTER FUND II L.P., ICAHN PARTNERS MASTER FUND III L.P., ICAHN ENTERPRISES G.P.
INC.,  ICAHN  ENTERPRISES  HOLDINGS  L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN
ONSHORE  LP,  ICAHN  OFFSHORE  LP, BECKTON CORP. AND CERTAIN OF THEIR RESPECTIVE
AFFILIATES  FROM  THE  STOCKHOLDERS  OF COMMERCIAL METALS COMPANY FOR USE AT ITS
2012  ANNUAL  MEETING  WHEN  THEY  BECOME  AVAILABLE  BECAUSE  THEY WILL CONTAIN
IMPORTANT  INFORMATION,  INCLUDING  INFORMATION  RELATING TO THE PARTICIPANTS IN
SUCH  PROXY  SOLICITATION.  WHEN  COMPLETED,  A DEFINITIVE PROXY STATEMENT AND A
FORM  OF  PROXY  WILL BE MAILED TO STOCKHOLDERS OF COMMERCIAL METALS COMPANY AND
WILL  ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S
WEBSITE  AT  HTTP://WWW.SEC.GOV.  INFORMATION  RELATING TO THE PARTICIPANTS IN A
POTENTIAL PROXY SOLICITATION IS CONTAINED IN EXHIBIT 2 TO THE SCHEDULE 14A FILED
WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  ON  OCTOBER  19,  2011.