S-8

Registration No. 333-                    

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

COMMERCIAL METALS COMPANY

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	75-0725338 (I.R.S. Employer Identification No.)
6565 N. MacArthur Blvd. Irving, Texas (Address of Principal Executive Offices)	75039 (Zip Code)

Commercial Metals Company 1999 Non-Employee Director Stock Plan
(Full title of the plan)

David M. Sudbury, Esq.
Senior Vice President, Secretary and General Counsel
6565 N. MacArthur Blvd.
Irving, Texas 75039
(Name and address of agent for service)

(214) 689-4300
(Telephone number, including area code, of agent for service)

with copies of communications to:

William R. Hays, III, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5561

CALCULATION OF REGISTRATION FEE

			Proposed maximum		Proposed maximum		Amount of
Title of securities	Amount to be		offering price		aggregate offering		registration fee
to be registered	registered (1)		per share (2)		price (2)		(2)
Common Stock, par value $0.01 per share		600,000		$29.89		$17,934,000.00		$550.57

(1)

Plus such indeterminate number of shares of Common Stock as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended.

(2)

The proposed maximum offering price per share and the proposed maximum aggregate offering price have been estimated solely for the purpose of calculating the registration fee pursuant to paragraphs (c) and (h)(1) of Rule 457 promulgated under the Securities Act of 1933, as amended, and are based upon the average of the high price and low prices of the Common Stock reported on the New York Stock Exchange on March 22, 2007.

TABLE OF CONTENTS

STATEMENT UNDER GENERAL INSTRUCTION E REGISTRATION OF ADDITIONAL SECURITIES
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3.Incorporation of Documents by Reference.
	Item 8.Exhibits
SIGNATURES
EXHIBIT INDEX
Opinion of David M. Sudbury
Consent of Deloitte & Touche LLP

STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES

     This Registration Statement on Form S-8 is being filed pursuant to General Instruction E of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an additional 600,000 shares of Commercial Metals Company (the “Company”) common stock, par value $0.01 per share (the “Common Stock”), pursuant to the Commercial Metals Company 1999 Non-Employee Director Stock Plan, as amended (the “Plan”). This registration of 600,000 shares of Common Stock will increase the number of shares registered for issuance under the Plan to an aggregate of 800,000 shares of Common Stock, subject to adjustment under the Plan. Except as set forth below, this Registration Statement incorporates by reference the contents of the Company’s registration statement on Form S-8 (File No. 333-42648), and all the exhibits thereto, relating to the Plan, which was previously filed with the Securities and Exchange Commission (the “Commission”) on July 31, 2000.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The Company hereby incorporates by reference the following documents filed with the Commission:

(a)	The Company’s Annual Report on Form 10-K for the year ended August 31, 2006, filed on November 8, 2006;
(b)	The Company’s Current Report on Form 8-K, filed on November 8, 2006;
(c)	The Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2006, filed on January 9, 2007;
(d)	The description of the Company’s common stock, which is contained in the Company’s registration statement on Form 8-A, filed with the Commission on June 18, 1982, as updated or amended in any amendment or report filed for such purpose; and
(e)	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”), 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 herein and to be part hereof from the date such documents are filed. Any statement contained herein or in any document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated herein by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this registration statement, except as so modified or superseded.

Item 8. Exhibits

*5.1	—	Opinion of David M. Sudbury with respect to validity of issuance of securities.
*23.1	—	Consent of Deloitte & Touche LLP.
*23.2	—	Consent of David M. Sudbury (included in Exhibit 5.1)
*24.1	—	Power of Attorney (included on the signature page of the Registration Statement).

* Each document marked with an asterisk is filed herewith.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COMMERCIAL METALS COMPANY
 

/s/ Murray R. McClean  

By: Murray R. McClean 

President and Chief Executive Officer

Date: March 29, 2007 

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Murray R. McClean and David M. Sudbury, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign, execute and file with the Commission and any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities offered pursuant to this Registration Statement on Form S-8 under the Securities Act, including any amendment or amendments relating thereto (and any additional Registration Statement related hereto permitted by Rule 462(b) promulgated under the Securities Act, including any amendment or amendments relating thereto), with all exhibits and any and all documents required to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

/s/ Murray R. McClean	/s/ Robert D. Neary
Murray R. McClean, March 28, 2007 President and Chief Executive Officer	Robert D. Neary, March 9, 2007 Director
/s/ Stanley A. Rabin	/s/ Dorothy G. Owen
Stanley A. Rabin, March 28, 2007 Chairman of the Board	Dorothy G. Owen, March 9, 2007 Director
/s/ Harold L. Adams	/s/ J. David Smith
Harold L. Adams, March 28, 2007 Director	J. David Smith, March 28, 2007 Director
/s/ Moses Feldman	/s/ Robert R. Womack
Moses Feldman, March 28, 2007 Director	Robert R. Womack, March 9, 2007 Director
/s/ Ralph E. Loewenberg	/s/ William B. Larson
Ralph E. Loewenberg, March 28, 2007 Director	William B. Larson, March 28, 2007 Vice President and Chief Financial Officer
/s/ Anthony A. Massaro	/s/ Leon K. Rusch
Anthony A. Massaro, March 9, 2007 Director	Leon K. Rusch, March 28, 2007 Controller

EXHIBIT INDEX

*5.1	—	Opinion of David M. Sudbury with respect to validity of issuance of securities.
*23.1	—	Consent of Deloitte & Touche LLP.
*23.2	—	Consent of David M. Sudbury (included in Exhibit 5.1)
*24.1	—	Power of Attorney (included on the signature page of the Registration Statement).

EX-5.1

EXHIBIT 5.1

March 29, 2007

Commercial Metals Company
6565 N. MacArthur Blvd.
Irving, Texas 75039

Re: Registration Statement on Form S-8 of 600,000 shares of Common Stock, par value $0.01 per share, of Commercial Metals Company

Gentlemen:

I am the Senior Vice President, Secretary and General Counsel of Commercial Metals Company, a Delaware corporation (the “Company”). In connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to the registration of 600,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company that may be issued pursuant to, and in accordance with, the Commercial Metals Company 1999 Non-Employee Director Stock Plan, as amended (the “Plan”), I am providing this Legal Opinion to the Securities and Exchange Commission. This registration of 600,000 shares of Common Stock will increase the number of shares registered for issuance under the Plan to an aggregate of 800,000 shares of Common Stock, subject to adjustment under the Plan.

In connection therewith, I have examined (i) the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), and the Bylaws (the “Bylaws”) of the Company, as amended, (ii) minutes, records and resolutions of the corporate proceedings of the Company with respect to the adoption and amendment of the Plan, and (iii) such other documents as I have deemed necessary for the expression of the opinion contained herein.

In making the foregoing examination, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals, and the conformity to original documents of all documents submitted to me as certified or photostatic copies. As to questions of fact material to this opinion, where such facts have not been independently established, and as to the content and form of the Certificate of Incorporation, Bylaws, minutes, records, resolutions and other documents or writings of the Company, I have relied, to the extent I deem reasonably appropriate, upon representations or certificates of officers or directors of the Company and upon documents, records and instruments furnished to me by the Company, without independent check or verification of their accuracy.

Based upon the foregoing, and having due regard for such legal considerations as I deem relevant, I am of the opinion that the 600,000 shares of Common Stock covered by the Registration Statement, which may be issued from time to time in accordance with the terms of the Plan, have been duly authorized for issuance by the Company, and, when so issued in accordance with the terms and conditions of the Plan and any related stock option agreement or other applicable agreements, will be validly issued, fully paid and nonassessable.

The opinion expressed herein is limited to the federal laws of the United States of America, and, to the extent relevant to the opinions expressed herein, the General Corporation Law of the State of Delaware (the “DGCL”) and applicable provisions of the Delaware Constitution, in each case as currently in effect, and judicial decisions reported as of the date hereof and interpreting the DGCL and such provisions of the Delaware Constitution.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement and to the reference to me under the caption “Legal Matters” in the Registration Statement.

Very truly yours,
 

/s/ DAVID M. SUDBURY  

David M. Sudbury, 

Senior Vice President, Secretary and General Counsel 

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Amendment No. 1 to Registration Statement No. 333-42648 on Form S-8 of our reports dated November 6, 2006, relating to the consolidated financial statements of Commercial Metals Company and subsidiaries (which report expresses an unqualified opinion and contains explanatory paragraphs relating to the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004)) and to management’s report on the effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Commercial Metals Company for the year ended August 31, 2006.

/s/ DELOITTE & TOUCHE LLP

Dallas, Texas
March 28, 2007