8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) January 27, 2006

Commercial Metals Company

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-4304	75-0725338
(Commission File Number)	(IRS Employer Identification No.)

6565 N. MacArthur Blvd. Irving, Texas	75039
(Address of Principal Executive Offices)	(Zip Code)

(214) 689-4300

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

          On January 27, 2006, Commercial Metals Company (the “Company”) issued a press release announcing that Stanley A. Rabin, the Company’s Chairman and Chief Executive Officer entered into a prearranged trading plan in accordance with the guidelines specified by Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Rule 10b5-1 permits officers and directors of public companies to enter into predetermined plans for selling specified amounts of stock. The plans may be entered into only when the director or officer is not in possession of material non-public information. Mr. Rabin’s plan provides for the sale of up to 180,000 shares of the Company’s common stock over the course of the next three years.

          A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information in this Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits
	The following exhibit is furnished with this Form 8-K.
	99.1 Press Release, dated January 27, 2006.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		COMMERCIAL METALS COMPANY
Date: January 27, 2006	By:	/s/ William B. Larson
		Name:	William B. Larson
		Title:	Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated January 27, 2006.

EX-99.1

Exhibit 99.1

Commercial Metals Company CEO Adopts 10b5-1 Stock Trading Plan

          Irving, TX — January 27, 2006 — Commercial Metals Company (NYSE:CMC) today announced that Stanley A. Rabin, Chairman and Chief Executive Officer, has executed a prearranged systematic personal stock trading plan pursuant to, and intended to comply with, Rule 10b5-1 under the Securities Exchange Act of 1934 and with CMC’s policies with respect to insider sales.

          Rule 10b5-1 permits officers and directors of public companies to establish prearranged written plans for selling specified amounts of stock over a predetermined period of time. The plans may be entered into only when the insider is not in possession of material, nonpublic information and may be modified or revoked only in limited circumstances. The plans permit the gradual and orderly diversification of investment portfolios for estate planning and other purposes.

          Under the plan, Mr. Rabin, 67 years of age, has directed a broker unaffiliated with the company to sell, subject to certain conditions, up to 180,000 shares of CMC common stock over a period of approximately 36 months, ending in February 2009. The sales, to be made at roughly quarterly intervals commencing no earlier than February 10, 2006, are part of Mr. Rabin’s personal estate planning goals.

          If the sale of all the 180,000 shares under the trading plan is completed, Mr. Rabin would continue to own beneficially more than 1,070,000 shares of Commercial Metals Company common stock including existing options or equivalents exercisable within 60 days. All sales under the plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. The Form 4 filings will also be posted on the company’s website www.commercialmetals.com under “About the Company,” “Investor Relations” at “Section 16 Filings.”

          Commercial Metals Company and subsidiaries manufacture, recycle and market steel and metal products, related materials and services through a network including steel minimills, steel fabrication and processing plants, construction-related product warehouses, a copper tube mill, metal recycling facilities and marketing and distribution offices in the United States and in strategic overseas markets.

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Contact:	Debbie Okle
	Director, Public Relations
	214.689.4354

2006-10