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) April 24, 2006 (April 24, 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))

TABLE OF CONTENTS

Press Release

Item 7.01 Regulation FD Disclosure.

     On April 24, 2006, Commercial Metals Company (the “Company”) issued a press release (the “Press Release”) announcing that its board of directors declared a two-for-one stock split in the form of a 100% stock dividend on the Company’s common stock payable May 22, 2006 to shareholders of record May 8, 2006. The Company also announced its intent to institute a quarterly cash dividend of 6 cents per share on the increased number of shares resulting from the stock dividend, which represents a 20% increase. A copy of the Press Release is attached hereto as Exhibit 99.1. The Press Release is incorporated by reference into this Item 7.01, and the foregoing description of the Press Release is qualified in its entirety by reference to this exhibit.

     The information in this Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 April 24, 2006, relating to declaration of the board of directors of a two-for-one stock split in the form of a 100% stock dividend and an increase in the cash dividend to 6 cents per share.

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: April 24, 2006	By:	/s/ David M. Sudbury
	Name:	David M. Sudbury
	Title:	Vice President, Secretary and General Counsel

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release dated April 24, 2006.

EX-99.1

EXHIBIT 99.1

Commercial Metals Company Declares 2-for-1 Stock Split
with 20% Increase in Cash Dividend

     Irving, TX — April 24, 2006 — Commercial Metals Company (NYSE: CMC) announced today that its board of directors declared a two-for-one stock split in the form of a 100% stock dividend on the Company’s common stock payable May 22, 2006 to shareholders of record May 8, 2006. Each stockholder of record will receive one additional share of CMC common stock for each share held as of the record date.

     The Company also announced its intent to institute a quarterly cash dividend of 6 cents per share on the increased number of shares resulting from the stock dividend, which represents a 20% increase. In January 2006, the Company announced a 67% increase in the cash dividend from 6 cents to 10 cents per share. After the effect of the two-for-one stock split in the form of the 100% stock dividend announced today, the new quarterly dividend rate of 6 cents per share represents a doubling of the cash dividend payout within four months. The increased cash dividend rate of 6 cents per share will be effective with the next cash dividend declaration for the July 2006 dividend.

     CMC Chairman and Chief Executive Officer Stanley A. Rabin said, “These actions continue to reflect CMC’s confidence in our near-term as well as long-term business prospects. We remain focused on increasing shareholder value. We believe the additional market liquidity resulting from the increased number of shares outstanding will assist in our effort. This second increase in the cash dividend rate within four months emphasizes our continuing commitment to shareholders.”

     The two preceding paragraphs contain forward-looking statements regarding the Company’s prospects, including future financial results, market conditions and future cash dividend policy. There is inherent risk and uncertainty in any forward-looking statements. Variances will occur and some could be materially different

(more)

(CMC Declares 2-for-1 Stock Split – Page 2)

from management’s current opinion. Developments that could impact the Company’s expectations include interest rate changes, construction activity, metals pricing over which the Company exerts little influence, increased capacity and product availability from competing steel mills and other steel suppliers including import quantities and pricing, court decisions, global factors including political and military uncertainties, credit availability, currency fluctuations, energy prices, and decisions by governments impacting the level of steel imports and pace of overall economic activity.

     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

2006-15