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:


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE TO/A
    (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO. 5)

                           COMMERCIAL METALS COMPANY
                       (NAME OF SUBJECT COMPANY (ISSUER))

                               IEP Metals Sub LLC
                               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
                           (NAMES OF FILING PERSONS)*

                         COMMON STOCK, PAR VALUE $0.01
                         (TITLE OF CLASS OF SECURITIES)

                                   201723103
                     (CUSIP NUMBER OF CLASS OF SECURITIES)

                            KEITH L. SCHAITKIN, ESQ.
                                GENERAL COUNSEL
                                ICAHN CAPITAL LP
                          767 FIFTH AVENUE, 47TH FLOOR
                            NEW YORK, NEW YORK 10153
                                 (212) 702-4380

  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES
                AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
                           CALCULATION OF FILING FEE

TRANSACTION VALUATION:                                  AMOUNT OF FILING FEE:
______________________                                   ____________________
$1,560,210,000*                                             $178,800.07**

*    Calculated  solely  for  purposes  of  determining  the  filing  fee.  The
     transaction  value  was calculated as follows: 104,014,000 shares of common
     stock  of the Issuer multiplied by $15 per share. The number of shares used
     in  the  transaction  value  calculation is based on the 115,539,000 shares
     stated  to  be  issued  and  outstanding  according  to  the  Issuer in its
     Definitive  Proxy  Statement  filed  with  the  Securities  and  Exchange
     Commission  on December 6, 2011, less 11,525,000 shares beneficially owned,
     as  of  December  9,  2011,  by  the  Offeror  and  its  affiliates.

**   The  amount  of  the filing fee was calculated in accordance with Rule 0-11
     of  the  Securities Exchange Act of 1934, as amended, and Fee Rate Advisory
     #3  for  fiscal  year  2012,  issued September 29, 2011, by multiplying the
     transaction  value  by  0.0001146.

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

Amount previously paid:                         Filing Party:
$178,800.07                                     Icahn Enterprises Holdings LP
Form or registration no.:                       Date Filed:
Schedule TO-T                                   December 9, 2011

[ ]  Check the box if the filing relates solely to preliminary communications
     made  before  the  commencement  of  a  tender  offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]  third party tender offer subject to Rule 14d-1
[ ]  going-private transactionsubject to Rule 13e-3
[ ]  issuer tender offer subject to Rule 13e-4
[X]  amendment to Schedule 13Dunder Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer:[ ]


                     COMBINED SCHEDULE TO AND SCHEDULE 13D

     * Introductory Note: IEP Metals Sub LLC and Icahn Enterprises Holdings L.P.
are  co-bidders  for  all  purposes  in  the  Offer.  IEP  Metals  Sub  LLC is a
wholly-owned  subsidiary  of  Icahn  Enterprises  Holdings  L.P.

     This  Amendment  No. 5 amends and supplements the Tender Offer Statement on
Schedule  TO  filed  on December 9, 2011 (as amended by Amendment No. 1 filed on
December  9,  2011,  Amendment No. 2 filed on December 19, 2011, Amendment No. 3
filed  on  December  27,  201  and Amendment No. 4 filed on January 5, 2012, the
"Schedule  TO")  relating to the offer by IEP Metals Sub LLC, a Delaware limited
liability  company  ("IEP  Metals  Sub")  and Icahn Enterprises Holdings L.P., a
Delaware  limited  partnership  ("Icahn Enterprises Holdings", and together with
IEP  Metals  Sub,  the  "Offeror"),  to  purchase for cash all of the issued and
outstanding  shares  of  common  stock,  par  value $0.01 per share (the "Common
Stock")  of  Commercial  Metals  Company,  a  Delaware  corporation ("Commercial
Metals"),  including  the  associated  rights  issued  pursuant  to  the  Rights
Agreement,  dated  as of July 30, 2011, between Commercial Metals and Broadridge
Corporate  Issuer  Solutions,  Inc.,  as  Rights  Agent,  that  are  issued  and
outstanding  (the "Rights", and together with the Common Stock, the "Shares") at
a  price of $15.00 per Share, without interest and less any required withholding
taxes, if any. Both IEP Metals Sub and Icahn Enterprises Holdings are co-bidders
for  all  purposes in the Offer. Capitalized terms used herein and not otherwise
defined  have  the  respective  meanings  ascribed  in  the  Schedule  TO.

     The  Offer is subject to the terms and conditions set forth in the Offer to
Purchase,  dated  December  9,  2011  (the  "Offer  to Purchase"). The Offer to-
Purchase,  the  related  Letter of Transmittal (the "Letter of Transmittal") and
Notice  of  Guaranteed Delivery, copies of which are attached hereto as Exhibits
(a)(1)(i),  (a)(1)(ii)  and  (a)(1)(iii),  respectively, constitute the "Offer".

     As  permitted  by General Instruction F to Schedule TO, the information set
forth  in the entire Offer to Purchase, the Letter of Transmittal and the Notice
of  Guaranteed  Delivery,  including  all  appendices,  schedules,  exhibits and
annexes  thereto,  is  hereby expressly incorporated by reference in response to
Items  1  through  11 of this Schedule TO and is supplemented by the information
specifically  provided  herein.

     As  permitted  by General Instruction G to Schedule TO, this Schedule TO is
also an amendment to the joint statement on Schedule 13D filed on July 28, 2011,
as  amended,  by  Icahn  Enterprises  Holdings,  Icahn  Partners  LP,  a limited
partnership  governed  by the laws of Delaware, Icahn Partners Master Fund LP, a
limited  partnership  governed by the laws of the Cayman Islands, Icahn Partners
Master  Fund  II  LP,  a  limited partnership governed by the laws of the Cayman
Islands,  Icahn  Partners  Master Fund III LP, a limited partnership governed by
the  laws  of  the  Cayman  Islands,  High  River Limited Partnership, a limited
partnership  governed by the laws of Delaware, Hopper Investments LLC, a limited
liability  company  governed  by  the  laws  of  Delaware,  Barberry  Corp.,  a
corporation  governed  by  the  laws  of  Delaware,  Icahn Onshore LP, a limited
partnership  governed  by  the  laws  of  Delaware, Icahn Offshore LP, a limited
partnership  governed  by  the  laws  of  Delaware,  Icahn Capital LP, a limited
partnership  governed  by  the laws of Delaware, IPH GP LLC, a limited liability
company  governed  by  the  laws of Delaware, Icahn Enterprises Holdings L.P., a
limited  partnership  governed  by  the laws of Delaware, Icahn Enterprises G.P.
Inc.,  a  corporation  governed  by  the  laws  of  Delaware,  Beckton  Corp., a
corporation  governed  by the laws of Delaware, and Carl C. Icahn (collectively,
the  "Icahn  Entities").

ITEMS 1-11.

Items 1 through 11 of the Schedule TO are hereby amended and supplemented by the
addition of the following:

     On January 5, 2012, Icahn Enterprises LP, the parent of the Offeror, issued
a  press  release  relating  to the Offer. A copy of this press release is filed
herewith  as  Exhibit  (a)(5)(vi)  and  incorporated  herein  by  reference.


ITEM 12.  EXHIBITS

Exhibit       Description
-------       ------------
(a)(5)(vi)    Press Release issued by Icahn Enterprises LP,dated January 5, 2012




                                   SIGNATURES

     After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                            ICAHN PARTNERS LP


                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND II LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN PARTNERS MASTER FUND III LP

                                            By: /S/ EDWARD MATTNER
                                                ------------------
                                                Name: EDWARD MATTNER
                                                Title: AUTHORIZED SIGNATORY


                                            HIGH RIVER LIMITED PARTNERSHIP

                                            BY: HOPPER INVESTMENTS LLC, ITS
                                                GENERAL PARTNER

                                            BY: BARBERRY CORP., ITS SOLE MEMBER

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            HOPPER INVESTMENTS LLC
                                            BY: BARBERRY CORP., ITS SOLE MEMBER

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            BARBERRY CORP.

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN ONSHORE LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN OFFSHORE LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            ICAHN CAPITAL LP

                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            IPH GP LLC

                                            By: /S/ EDWARD MATTNER
                                                ------------------
                                                Name: EDWARD MATTNER
                                                Title: AUTHORIZED SIGNATORY


                                            ICAHN ENTERPRISES HOLDINGS L.P.
                                            BY: ICAHN ENTERPRISES G.P. INC., ITS
                                                GENERAL PARTNER

                                            By:  /S/ DOMINICK RAGONE
                                                 -------------------
                                                 Name: DOMINICK RAGONE
                                                 Title: CHIEF FINANCIAL OFFICER


                                            IEP METALS SUB LLC
                                            BY: ICAHN ENTERPRISES HOLDINGS L.P.,
                                                ITS SOLE MEMBER
                                            BY: ICAHN ENTERPRISES G.P. INC., ITS
                                                GENERAL PARTNER

                                            By:  /S/ DOMINICK RAGONE
                                                 -------------------
                                                 Name: DOMINICK RAGONE
                                                 Title:  CHIEF FINANCIAL OFFICER


                                            ICAHN ENTERPRISES G.P. INC.


                                            By:  /S/ DOMINICK RAGONE
                                                 -------------------
                                                 Name: DOMINICK RAGONE
                                                 Title: CHIEF FINANCIAL OFFICER


                                            BECKTON CORP.


                                            By:  /S/ EDWARD MATTNER
                                                 ------------------
                                                 Name: EDWARD MATTNER
                                                 Title: AUTHORIZED SIGNATORY


                                            /S/ CARL C. ICAHN
                                            -----------------
                                            Name:  CARL C. ICAHN
Date: January 5, 2012



                                 EXHIBIT INDEX


EXHIBIT NO.   DESCRIPTION
----------    -----------
(a)(1)(i)     Offer to Purchase, dated December 9, 2011*

(a)(1)(ii)    Letter of Transmittal (including Guidelines for Certification of
              Taxpayer Identification Number) *

(a)(1)(iii)   Notice of Guaranteed Delivery*

(a)(1)(iv)    Letter to Brokers, Dealers, Commercial Banks, Trust Companies
              and Other Nominees*

(a)(1)(v)     Letter to Clients*

(a)(5)(i)     Summary Advertisement as published in the New York Times, by the
              Offeror, on December 9, 2011*

(a)(5)(ii)    Press  Release  of  the  Offeror,  dated  December 6, 2011
              (incorporated  by reference to Exhibit 1 to the Schedule TO-C
              filed by the Offeror with the Securities and Exchange Commission
              on December 6,2011)*

(a)(5)(iii)   Press Release of Icahn Enterprises LP, dated December 9, 2011*

(a)(5)(iv)    Press Release of Icahn Enterprises LP, dated December 27,2011*

(a)(5)(v)     Press Release of Icahn Enterprises LP, dated January 4, 2012
              (filed herewith)

(a)(5)(vi)    Press Release of Icahn Enterprises LP, dated January 5, 2012
              (filed herewith)


 (b)          None.


 (d)          None.

 (g)          None.

 (h)          None.

________________________
     *  Previously Filed


                                                             EXHIBIT (a)(5)(vi)

                                                           FOR IMMEDIATE RELEASE

                              ICAHN ENTERPRISES LP

                      ICAHN REPLIES TO QUESTIONS REGARDING
                   TENDER OFFER FOR COMMERCIAL METALS COMPANY

CONTACT: SUSAN GORDON (212) 702-4309

     NEW  YORK,  NEW  YORK,  JANUARY  5,  2012  -  Icahn Enterprises Holdings LP
("Icahn")  (a  subsidiary  of Icahn Enterprises LP (Nasdaq: IEP)) today released
the  following  statement  to  shareholders  of  Commercial  Metals Company (the
"Company"), regarding the Icahn tender offer (as it may be extended from time to
time,  the  "Tender  Offer")  and  proxy  fight.

     In  response to questions regarding the Tender Offer and proxy fight, Icahn
stated  as  follows:

     As we announced yesterday, we made an offer to the Company that if 40.1% of
the  shares  of  the  Company are tendered into our Tender Offer (giving us more
than  50%  of  Commercial  Metals  stock),  then  if the Board agrees to put the
Company  up  for  sale,  we will extend the Tender Offer to allow the Company to
conduct a fair sales process in which our Tender Offer would provide a $15 floor
if  no  higher bid emerges. During such extension, shareholders will continue to
have  the power to withdraw their shares from the Tender Offer if they choose to
do  so.

     However,  if 40.1% of the shares are tendered, but the Board does not agree
to hold a sales process, then we will extend the Tender Offer, continue with our
proxy  fight  and  go to court in Delaware to fight for the ability to close the
Tender  Offer  and  will  take  this  case  to  the  Delaware  Supreme Court, if
necessary,  and  will  attempt to bring other pressures on the Board to persuade
them to respect the wishes of the majority of shareholders. And, during any such
extension  shareholders will continue to have the power to withdraw their shares
from  the  Tender  Offer.

     If  we do not receive tenders of at least 40.1% of the shares in our Tender
Offer,  then we will withdraw our proxy fight so that we can be free to do as we
like  with  our  investment.

     We  urge  shareholders to promptly tender your shares into our Tender Offer
prior  to the current expiration date of 12:00 midnight on January 10, 2012. THE

TIME TO ACT IS NOW.

ABOUT ICAHN ENTERPRISES L.P.

Icahn  Enterprises  L.P.  (Nasdaq:  IEP),  a  master  limited  partnership, is a
diversified  holding  company  engaged  in  eight  primary  business  segments:
Investment, Automotive, Gaming, Railcar, Food Packaging, Metals, Real Estate and
Home  Fashion.

NOTICE TO INVESTORS

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  BECAUSE  THEY  CONTAIN  IMPORTANT  INFORMATION, INCLUDING
INFORMATION  RELATING  TO  THE  PARTICIPANTS  IN SUCH PROXY SOLICITATION.  ON OR
ABOUT  DECEMBER  22,  2011, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WAS
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.

THIS  PRESS  RELEASE  IS  NEITHER  AN OFFER TO PURCHASE NOR A SOLICITATION OF AN
OFFER  TO  SELL SECURITIES. THE OFFER TO BUY SHARES OF COMMERCIAL METALS COMPANY
(THE  "COMPANY")  COMMON  STOCK  WAS  MADE  PURSUANT TO AN OFFER TO PURCHASE AND
RELATED  MATERIALS  THAT  IEP METALS SUB LLC, ("OFFEROR"),  AN INDIRECTLY WHOLLY
OWNED  SUBSIDIARY OF ICAHN ENTERPRISES HOLDINGS LP, AS CO-BIDDER, FILED WITH THE
SECURITIES  AND EXCHANGE COMMISSION (THE "SEC") ON DECEMBER 9, 2011. ON DECEMBER
9,  2011,  THE  OFFEROR  AND  CO-BIDDER  ALSO  FILED A TENDER OFFER STATEMENT ON
SCHEDULE  TO  WITH  THE  SEC  RELATING  TO THE OFFER. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS)  CONTAIN, AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN,
WHEN  AVAILABLE,  IMPORTANT  INFORMATION  THAT  SHOULD  BE  READ  CAREFULLY  AND
CONSIDERED  BEFORE  ANY  DECISION  IS MADE WITH RESPECT TO THE TENDER OFFER. THE
TENDER  OFFER  MATERIALS  WERE  SENT  FREE  OF CHARGE TO ALL STOCKHOLDERS OF THE
COMPANY  ON  OR  ABOUT  DECEMBER  9,  2011.

ALL  OF  THESE  MATERIALS  (AND  ALL OTHER MATERIALS FILED BY THE OFFEROR OR THE
COMPANY  WITH  THE  SEC)  ARE  AVAILABLE  AT  NO CHARGE FROM THE SEC THROUGH ITS
WEBSITE  AT  WWW.SEC.GOV.  INVESTORS  AND  SECURITY HOLDERS MAY ALSO OBTAIN FREE
COPIES OF THE DOCUMENTS FILED WITH THE SEC BY DIRECTING A REQUEST TO D.F. KING &
CO., INC. BY MAIL TO 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005, OR BY
CALLING  TOLL-FREE  (800)  967-7921  OR  (212)  269-5550.