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 *
  SHARMA DEVESH
2. Date of Event Requiring Statement (Month/Day/Year)
07/21/2010
3. Issuer Name and Ticker or Trading Symbol
COMMERCIAL METALS CO [CMC]
(Last)
(First)
(Middle)
4065 STANFORD AVENUE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP, Bus. Dev. & Processes
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

DALLAS, TX 75225
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)

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 05/19/2012(1) 05/19/2012 Common Stock 18,000 $ 0 D  
Performance Shares 06/03/2011(2) 06/03/2013 Common Stock 25,000 $ 0 D  
Restricted Stock Units 06/03/2012(3) 06/03/2014 Common Stock 30,000 $ 0 D  
Stock Appreciation Rights 05/20/2009(4) 05/20/2015 Common Stock 13,000 $ 35.38 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SHARMA DEVESH
4065 STANFORD AVENUE
DALLAS, TX 75225
      Sr. VP, Bus. Dev. & Processes  

Signatures

DEVESH SHARMA 07/28/2010
**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 which represents a contingent right to receive one share of CMC common stock. The units vest upon CMC's common stock achieving a market price of either (i) $24 per share for twenty consecutive trading days prior to May 19, 2012, and total shareholder return at or above the 80th percentile of peer group for period ending with month of December, 2011 compared to December, 2008 or (ii) $30 per share for twenty consecutive trading days prior to May 19, 2012, and total shareholder return at or above the 50th percentile of peer group for period ending with month of December, 2011 compared to December, 2008.
(2) 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.
(3) The restricted stock units vest over four years in two vest periods: 50% after 2 years and the remaining 50% after four years.
(4) 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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