Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  HICKEY ADAM R
2. Date of Event Requiring Statement (Month/Day/Year)
04/02/2012
3. Issuer Name and Ticker or Trading Symbol
COMMERCIAL METALS CO [CMC]
(Last)
(First)
(Middle)
6565 N. MACARTHUR BLVD., SUITE 800
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP & Controller
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

IRVING, TX 75039
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 3,692
D
 
Common Stock 100
I
Custodial Minor

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares 01/18/2014(1) 01/18/2014 Common Stock 2,460 $ 0 D  
Performance Shares 11/23/2014(2) 11/23/2014 Common Stock 2,368 $ 0 D  
Restricted Stock Units 06/03/2012(3) 06/03/2013 Common Stock 947 $ 0 D  
Restricted Stock Units 01/18/2013(4) 01/18/2014 Common Stock 1,094 $ 0 D  
Restricted Stock Units 11/23/2012(5) 11/23/2014 Common Stock 1,776 $ 0 D  
Stock Appreciation Rights 11/23/2013(6) 11/23/2018 Common Stock 3,551 $ 11.6 D  
Stock Appreciation Rights 05/20/2009(7) 05/20/2015 Common Stock 380 $ 35.38 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HICKEY ADAM R
6565 N. MACARTHUR BLVD.
SUITE 800
IRVING, TX 75039
      VP & Controller  

Signatures

ADAM R. HICKEY 04/09/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each performance share is a restricted stock unit representing a contingent right to receive one share of CMC common stock. The performance units vest based on certain performance criteria. In addition, after determining the portion of the performance units that will vest, the Compensation Committee of the Company may reduce the number of vested performance units, in its discretion, if the Company ranks below the 40th percentile on a Total Stockholder Return basis as compared to its Peer Group with the Total Stockholder Return based on the average of the closing prices on the principal market for each trading day for the month of December 2010 versus the month of August 2013.
(2) This award is a cash-settled award based on certain performance criteria. In addition, after determining the portion of the performance units that will vest, the Compensation Committee of the Company may reduce the number of vested performance units, in its discretion, if the Company ranks below the 40th percentile on a Total Stockholder Return basis as compared to its Peer Group with the Total Stockholder Return based on the average of the closing prices on the principal market for each trading day for the month of September 2011 versus the month of August 2014.
(3) Award of restricted stock units under the 2006 Long-Term Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of CMC common stock.
(4) Award of restricted stock units under the 2006 Long-Term Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of CMC common stock. The restricted stock units ("RSU Awarded Units") vest and become payable as follows: (i) one-third of the total RSU Awarded Units on the first anniversary of the date of grant; (ii) one-third of the total RSU Awarded Units on the second anniversary of the date of grant; and (iii) one-third of the total RSU Awarded Units on the third anniversary of the date of grant.
(5) Award of restricted stock units under the 2006 Long-Term Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of CMC common stock. The restricted stock units ("RSU Awarded Units") vest and become payable as follows: (i) one-third of the total RSU Awarded Units on the first anniversary of the date of grant; (ii) one-third of the total RSU Awarded Units on the second anniversary of the date of grant; and (iii) one-third of the total RSU Awarded Units on the third anniversary of the date of grant.
(6) Stock Appreciation Rights vest one-half at the end of the second year from date of grant and one-half at the end of the third year from date of grant. These will expire after seven year from date of grant. These SARs will be settled 100% in stock.
(7) Stock Appreciation Rights issued under the 2006 Long-Term Equity Incentive Plan. Rights vest as to one-third after one year; one-third after two years and the remainder after the third year.

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