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. 8)

                           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:[X]



                     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. 8 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, 2011, Amendment No. 4 filed on January 5, 2012, Amendment
No.  5  filed  on  January 5, 2012, Amendment No. 6 filed on January 6, 2012 and
Amendment  No.  7  filed  on January 9, 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 THROUGH 9 AND 11.

     On  January 11, 2012, the Offeror announced that the Offer had expired. The
press  release  regarding  this  announcement  is  attached  hereto  as  Exhibit
(a)(5)(viii) and is incorporated herein by reference. The Offer expired at 12:00
midnight,  New  York  City  time,  on  Tuesday, January 10, 2012. No shares were
purchased  by  the  Offeror in the Offer, and all shares previously tendered and
not  withdrawn  will  be  promptly  returned.

ITEM 12.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:

EXHIBIT NO.   DESCRIPTION
----------    -----------
(a)(5)(viii)  Press Release issued by Icahn Enterprises LP, dated
              January 11,2012



                                   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 11, 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*

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

(a)(5)(vii)   Press Release of Icahn Enterprises LP, dated January 6,2012*

(a)(5)(viii)  Press Release of Icahn Enterprises LP, dated January 11, 2012

 (b)          None.

 (d)          None.

 (g)          None.

 (h)          None.

___________________
*  Previously Filed



                                                           Exhibit (a)(5)(viii)


                                                           FOR IMMEDIATE RELEASE

                      ICAHN'S TENDER FOR COMMERCIAL METALS
                          COMPANY EXPIRES AND NOMINEES
                           IN PROXY CONTEST WITHDRAWN

     CONTACT:  SUSAN  GORDON  (212)  702-4309

     NEW  YORK,  NEW  YORK,  JANUARY  11,  2012  - Icahn Enterprises Holdings LP
("Icahn")  (a  subsidiary of Icahn Enterprises LP (Nasdaq: IEP)) today announced
that  the  tender offer for all outstanding shares of common stock of Commercial
Metals  Company (NYSE: CMC) (the "Company") for $15.00 per share in cash expired
at  midnight,  Tuesday,  January  10, 2012. Approximately 23% of the shares were
tendered.  No  shares were purchased, and all shares previously tendered and not
withdrawn  will  be  promptly  returned.

     Mr.  Icahn  stated: "We did not receive 40.1% of the shares, and therefore,
as  previously  disclosed,  we  will  discontinue  our  proxy  fight."

     Mr.  Icahn further stated: "Since we commenced our proxy fight and launched
our  tender  offer,  the  Company has made a number of promises to shareholders,
which shareholders appear to believe will be beneficial to the stock. We respect
the  views  of  the shareholders and hopefully their decision not to tender will
prove  to  be  the  right  one."

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.