FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * LARSON WILLIAM B   2. Issuer Name and Ticker or Trading Symbol COMMERCIAL METALS CO [CMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CFO Emeritus (Last) (First) (Middle) 10311 COUNTRY CLUB DR. 3. Date of Earliest Transaction (Month/Day/Year) 12/30/2011 (Street) DALLAS, TX 75218 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/30/2011   D   7,935 D $ 13.83 292,957.797 D   Common Stock 12/30/2011   D   7,016 D $ 13.83 285,941.797 D   Common Stock 12/30/2011   D   1,823 D $ 13.83 284,118.797 D   Common Stock 12/30/2011   D   7,290 D $ 13.83 276,828.797 D   Common Stock 12/30/2011   M   30,000 A $ 13.83 306,828.797 D   Common Stock 12/30/2011   M   40,000 A $ 13.83 346,828.797 D   Common Stock 12/30/2011   M   5,000 A $ 13.83 351,828.797 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Performance Shares

(1)

12/30/2011

M

30,000

12/30/2011

06/03/2013

Common Stock

30,000

$ 13.83

0

D

Restricted Stock Units

$ 0

12/30/2011

M

5,000

12/30/2011

01/18/2014

Common Stock

5,000

$ 0

10,780 (2)

D

Restricted Stock Units

(3)

12/30/2011

M

40,000

12/30/2011

06/03/2014

Common Stock

40,000

$ 13.83

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LARSON WILLIAM B 10311 COUNTRY CLUB DR. DALLAS, TX 75218			CFO Emeritus

Signatures

By: Rebecca N. Heffington For: WILLIAM B. LARSON		01/03/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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 Units vest as follows: (i) 50% if the Company ranks at or greater than the 50th percentile but less than the 60th percentile on a Total Stockholder Return basis as compared to its Peer Group; and 100% if the Company ranks at or greater than the 60th percentile on a Total Stockholder Return basis as compared to its Peer Group. Vesting will be calculated on a straight line interpolation basis for a rank on a Total Stockholder Return basis as compared to its Peer Group between the 50th percentile (at a vesting percentage of 50%) and 60th percentile (with a vesting percentage of 100%). For the measurement periods mentioned above, the Total Stockholder Return will be based on the average of the closing prices on the principal market for each trading day for the month of June 2010 compared to the month of June 2013.
(2)	This award was accelerated at retirement and prorated as of the exit date. These shares were forfeited.
(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.

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