content: <PAGE>   1
        As filed with the Securities and Exchange Commission on May 29, 1997
                                          Registration No. 333-___________________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               COMMERCIAL METALS COMPANY                
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
               DELAWARE                                     75-0725338 
  ----------------------------------------    ------------------------------------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)              
                                               
       7800 STEMMONS FREEWAY                   
             DALLAS, TEXAS                                               75247   
  ----------------------------------------                             -----------
  (Address of Principal Executive Offices)                              (Zip Code)
  
  
             COMMERCIAL METALS COMPANY 1996 LONG-TERM INCENTIVE PLAN
  --------------------------------------------------------------------------------
                             (Full title of the Plan)
  
  
                                 DAVID M. SUDBURY
                  VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                              7800 STEMMONS FREEWAY
                               DALLAS, TEXAS 75247
            ----------------------------------------------------------
                     (Name and address of agent for service)
  
  
                                  (214) 689-4300
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
  
                                 With a copy to:
  
                               WILLIAM R. HAYS, III
                                 ROBERT R. KIBBY
                              Haynes and Boone, LLP
                                 901 Main Street
                                    Suite 3100
                            Dallas, Texas  75202-3789
                                  (214) 651-5000
  
                          CALCULATION OF REGISTRATION FEE
  <TABLE>
  <CAPTION>
  ---------------------------------------------------------------------------------------------------------
                                                        Proposed                Proposed
                                                        Maximum                  Maximum        Amount of
  Title of Securities                Amount          Offering Price             Aggregate      Registration
   To Be Registered             To Be Registered       Per Share             Offering Price         Fee
  ---------------------------------------------------------------------------------------------------------
  <S>                          <C>                   <C>                    <C>                <C>
  Common Stock
  $5.00 par value . . . .      1,000,000 shares(1)   $     28.267(1)        $   28,266,765(1)  $   8,566(1)
  ---------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)     The 1,000,000 shares of Common Stock registered hereby represent (i) the
          maximum number of shares (390,251) which could be purchased upon the
          exercise of all stock options now outstanding under the Commercial
          Metals Company 1996 Long-Term Incentive Plan (the "Plan") and (ii) the
          maximum number of shares (609,749) that may hereafter be issued pursuant
          to options granted or awards of Common Stock made after the date of this
          Registration Statement under the Plan (including shares expected to be
          added in subsequent years pursuant to the terms of such Plan). For
          purposes of computing the aggregate offering price and the registration
          fee, such computation has been made in accordance with paragraphs (c)
          and (h) of Rule 457 on the basis of (i) the prices at which options
          previously granted under the Plan may be exercised and (ii) the average
          high and low sale prices for the Company's Common Stock on May 21, 1997,
          as reported in New York Stock Exchange Composite transactions with
          respect to Common stock that could be issued under the Plan in the
          future pursuant to options and other awards that have not been granted
          or made under the Plan as of the date of this Registration Statement.
  
  ================================================================================
  <PAGE>   2
  
  
                                      PART II
  
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.       Incorporation of Documents by Reference.
  
         Commercial Metals Company (the "Company") hereby incorporates by
  reference the following documents filed with the Securities and Exchange
  Commission (the "Commission"):
  
         (a)    The Company's Annual Report on Form 10-K for its fiscal year
                ended August 31, 1996;
  
         (b)    The Company's Quarterly Report on Form 10-Q for its fiscal
                quarter ended November 30, 1996;
  
         (c)    The Company's Quarterly Report on Form 10-Q for its fiscal
                quarter ended February 28, 1997; and
  
         (d)    The description of Common Stock included in the Company's
                Registration Statement on Form 8-A as filed with the Commission
                on June 18, 1982 and amended on July 17, 1995.
  
         All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
  prior to the filing of a post-effective amendment that indicates that all
  securities offered hereunder have been sold or that deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date such documents are filed.
  
  Item 5.       Interests of Named Experts and Counsel.
  
                                   Legal Matters
  
         The validity of the shares of Common Stock being sold in this offering
  will be passed upon for the Company by David M. Sudbury, general counsel of the
  Company.
  
                                      Experts
  
         The financial statements and the related financial statement schedules
  incorporated in this registration statement by reference from the Company's
  Annual Report on Form 10-K for the year ended August 31, 1996 have been audited
  by Deloitte & Touche LLP, independent auditors, as stated in their reports,
  which are incorporated herein by reference, and have been so incorporated in
  reliance upon the reports of such firm given upon their authority as experts in
  accounting and auditing.
  
  
  
  
  
                                       II- 1
  <PAGE>   3
  
  
  
  Item 6.       Indemnification of Directors and Officers
  
         The Company is a Delaware corporation. Section 145 of the Delaware
  General Corporation Law generally provides that a corporation is empowered to
  indemnify any person who is made a party to any threatened, pending or
  completed action, suit or proceeding by reason of the fact that he is or was a
  director, officer, employee or agent of the Company or is or was serving, at
  the request of the Company, in any of such capacities of another corporation or
  other enterprise, if such director, officer, employee or agent acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the
  best interests of the Company and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  Section 145 describes in detail the right of the Company to indemnify any such
  person. The Certificate of Incorporation of the Company and indemnification
  agreements between the Company and each of its officers and directors provide
  generally for indemnification of all such directors, officers and agents to the
  fullest extent permitted under law. The Company's Certificate of Incorporation
  eliminates the liability of directors to the fullest extent permitted under
  law. The Company's directors and officers currently are covered by directors'
  and officers' liability insurance.
  
         For the undertaking with respect to indemnification, see Item 9 herein.
  
  Item 8.       Exhibits
  
  <TABLE>
  <CAPTION>
       Exhibit No.      Exhibit
       -----------      -------
          <S>           <C>
           4.1     -    Restated Certificate of Incorporation of Commercial Metals
                        Company, as amended, filed as Exhibit (3)(i) to the
                        Company's Form 10-K for the fiscal year ended August 31,
                        1993 and incorporated by reference herein.
  
           4.2     -    Bylaws of Commercial Metals Company, as amended, filed as
                        Exhibit (3)(ii) to the Company's Form 10-K for the fiscal
                        year ended August 31, 1993 and incorporated by reference
                        herein.
  
           *4.3    -    Commercial Metals Company 1996 Long-Term Incentive Plan.
  
           *5.1    -    Opinion of David M. Sudbury with respect to validity of
                        issuance of securities.
  
          *23.1    -    Consent of Deloitte & Touche LLP.
  
          *23.2    -    Consent of David M. Sudbury (included in Exhibit 5.1).
  </TABLE>
  
  
  
  
  
                                       II- 2
  <PAGE>   4
  
  
  
  <TABLE>
          <S>           <C>
          *24.1    -    Power of Attorney (included on the signature page of the
                        Registration Statement)
  </TABLE>
  ---------------
         *  Filed herewith.
  
  Item 9.       Undertakings
  
         (a)    The undersigned registrant hereby undertakes:
  
                (1)    to file, during any period in which offers or sales are
                being made, a post-effective amendment to this registration
                statement:
  
                       (i)    to include any prospectus required by Section
                       10(a)(3) of the Securities Act of 1933;
  
                       (ii)   to reflect in the prospectus any facts or events
                       arising after the effective date of the registration
                       statement (or the most recent post-effective amendment
                       thereof) which, individually or in the aggregate,
                       represent a fundamental change in the information set
                       forth in the registration statement;
  
                       (iii)  to include any material information with respect to
                       the plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;
  
                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in this
         registration statement.
  
                (2)    that, for the purpose of determining any liability under
                the Securities Act of 1933, each such post-effective amendment
                shall be deemed to be a new registration statement relating to
                the securities offered therein, and the offering of such
                securities at that time shall be deemed to be the initial     
                bonafide offering thereof; and
  
                (3)    to remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.
  
         (b)    The undersigned registrant hereby undertakes that, for the
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report
  
  
  
  
  
                                       II- 3
  <PAGE>   5
  
  
  pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
  1934 (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
  is incorporated by reference in this registration statement shall be deemed to
  be a new registration statement relating to the securities offered herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bonafide offering thereof.
  
         (c)    Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
  
  
  
  
                                       II- 4
  <PAGE>   6
  
  
                          SIGNATURES AND POWER OF ATTORNEY
  
         Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on the 21st day of May,
  1997.
  
  
                                          COMMERCIAL METALS COMPANY
  
  
                                          By:  /s/ Stanley A. Rabin              
                                             -------------------------------------
                                                       Stanley A. Rabin
                                             President and Chief Executive Officer
  
  
         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints each of Lawrence A. Engels and David M. Sudbury,
  his or her true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him or her and in his or her name, place
  and stead, in any and all capacities, to sign, execute and file with the
  Securities and Exchange Commission and any state securities regulatory board or
  commission any documents relating to the proposed issuance and registration of
  the securities offered pursuant to this Registration Statement on Form S-8
  under the Securities Act of 1933, including any amendment or amendments
  relating thereto (and any additional Registration Statement related hereto
  permitted by Rule 462(b) promulgated under the Securities Act of 1933,
  including any amendment or amendments relating thereto), with all exhibits and
  any and all documents required to be filed with respect thereto with any
  regulatory authority, granting unto said attorneys-in-fact and agents, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises in order to
  effectuate the same as fully to all intents and purposes as he or she might or
  could do if personally present, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done.
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement on Form S-8 has been signed by the following persons on
  behalf of the Registrant in the capacities and on the dates indicated:
  
  <TABLE>
  <CAPTION>
          Signature                    Title                       Date
          ---------                    -----                       ----
  <S>                              <C>                           <C>
  /s/ Albert A. Eisenstat          Director                      May 21, 1997
  ----------------------------                                               
         Albert A. Eisenstat
  </TABLE>
  
  
  
  
  
                                       II- 5
  <PAGE>   7
  
  
  <TABLE>
  <S>                              <C>                          <C>
  /s/ Moses Feldman                Director                      May 21, 1997
  ----------------------------                                               
         Moses Feldman
  
  
  /s/ Laurence E. Hirsch           Director                      May 21, 1997
  ----------------------------                                               
         Laurence E. Hirsch
  
  
  /s/ A. Leo Howell                Vice President                May 21, 1997
  ----------------------------     and Director                              
         A. Leo Howell             
  
  
  /s/ Walter F. Kammann            Director                      May 21, 1997
  ----------------------------                                               
         Walter F. Kammann
  
  
  /s/ Ralph E. Loewenberg          Director                      May 21, 1997
  ----------------------------                                               
         Ralph E. Loewenberg
  
  
  /s/ Dorothy G. Owen              Director                      May 21, 1997
  ----------------------------                                               
         Dorothy G. Owen
  
  
  /s/ Charles B. Peterson          Director                      May 21, 1997
  ----------------------------                                               
         Charles B. Peterson
  
  
  /s/ Stanley A. Rabin             President, Chief Executive    May 21, 1997
  ----------------------------     Officer and Director                      
         Stanley A. Rabin          
  
  
  /s/ Marvin Selig                 President - Steel Group       May 21, 1997
  ----------------------------     and Director                              
         Marvin Selig              
  
  
  /s/ Lawrence A. Engels           Vice President and            May 21, 1997
  ----------------------------     Chief Financial Officer                   
         Lawrence A. Engels        (Principal Financial Officer)
  
  
  /s/ William B. Larson            Controller (Principal         May 21, 1997
  ----------------------------     Accounting Officer)                       
         William B. Larson         
  </TABLE>
  
  
  
  
  
                                       II- 6
  <PAGE>   8
  
  
                                   EXHIBIT INDEX
  
  
  <TABLE>
  <CAPTION>
     Exhibit No.     Exhibit
     -----------     -------
        <S>          <C>
         4.1    -    Restated Certificate of Incorporation of Commercial Metals
                     Company, as amended, filed as Exhibit (3)(i) to the
                     Company's Form 10-K for the fiscal year ended August 31,
                     1993 and incorporated by reference herein.
  
         4.2    -    Bylaws of Commercial Metals Company, as amended, filed as
                     Exhibit (3)(ii) to the Company's Form 10-K for the fiscal
                     year ended August 31, 1993 and incorporated by reference
                     herein.
  
         *4.3   -    Commercial Metals Company 1996 Long-Term Incentive Plan.
  
         *5.1   -    Opinion of David M. Sudbury with respect to validity of
                     issuance of securities.
  
        *23.1   -    Consent of Deloitte & Touche LLP.
  
        *23.2   -    Consent of David M. Sudbury (included in Exhibit 5.1).
  
        *24.1   -    Power of Attorney (included on the signature page of the
                     Registration Statement).
  </TABLE>
  
  ---------------
           *  Filed herewith.
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text: 1
        As filed with the Securities and Exchange Commission on May 29, 1997
                                          Registration No. 333-___________________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM S-8
  
              REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
                               COMMERCIAL METALS COMPANY                
               ------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
               DELAWARE                                     75-0725338 
  ----------------------------------------    ------------------------------------
  (State or other jurisdiction of             (I.R.S. Employer Identification No.)
   incorporation or organization)              
                                               
       7800 STEMMONS FREEWAY                   
             DALLAS, TEXAS                                               75247   
  ----------------------------------------                             -----------
  (Address of Principal Executive Offices)                              (Zip Code)
  
             COMMERCIAL METALS COMPANY 1996 LONG-TERM INCENTIVE PLAN
  --------------------------------------------------------------------------------
                             (Full title of the Plan)
  
                                 DAVID M. SUDBURY
                  VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
                              7800 STEMMONS FREEWAY
                               DALLAS, TEXAS 75247
            ----------------------------------------------------------
                     (Name and address of agent for service)
  
                                  (214) 689-4300
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)
  
                                 With a copy to:
  
                               WILLIAM R. HAYS, III
                                 ROBERT R. KIBBY
                              Haynes and Boone, LLP
                                 901 Main Street
                                    Suite 3100
                            Dallas, Texas  75202-3789
                                  (214) 651-5000
  
                          CALCULATION OF REGISTRATION FEE
  ---------------------------------------------------------------------------------------------------------
                                                        Proposed                Proposed
                                                        Maximum                  Maximum        Amount of
  Title of Securities                Amount          Offering Price             Aggregate      Registration
   To Be Registered             To Be Registered       Per Share             Offering Price         Fee
  ---------------------------------------------------------------------------------------------------------
  Common Stock
  $5.00 par value . . . .      1,000,000 shares(1)   $     28.267(1)        $   28,266,765(1)  $   8,566(1)
  ---------------------------------------------------------------------------------------------------------
  (1)     The 1,000,000 shares of Common Stock registered hereby represent (i) the
          maximum number of shares (390,251) which could be purchased upon the
          exercise of all stock options now outstanding under the Commercial
          Metals Company 1996 Long-Term Incentive Plan (the "Plan") and (ii) the
          maximum number of shares (609,749) that may hereafter be issued pursuant
          to options granted or awards of Common Stock made after the date of this
          Registration Statement under the Plan (including shares expected to be
          added in subsequent years pursuant to the terms of such Plan). For
          purposes of computing the aggregate offering price and the registration
          fee, such computation has been made in accordance with paragraphs (c)
          and (h) of Rule 457 on the basis of (i) the prices at which options
          previously granted under the Plan may be exercised and (ii) the average
          high and low sale prices for the Company's Common Stock on May 21, 1997,
          as reported in New York Stock Exchange Composite transactions with
          respect to Common stock that could be issued under the Plan in the
          future pursuant to options and other awards that have not been granted
          or made under the Plan as of the date of this Registration Statement.
  
  ================================================================================
  2
  
                                      PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Item 3.       Incorporation of Documents by Reference.
  
         Commercial Metals Company (the "Company") hereby incorporates by
  reference the following documents filed with the Securities and Exchange
  Commission (the "Commission"):
  
         (a)    The Company's Annual Report on Form 10-K for its fiscal year
                ended August 31, 1996;
  
         (b)    The Company's Quarterly Report on Form 10-Q for its fiscal
                quarter ended November 30, 1996;
  
         (c)    The Company's Quarterly Report on Form 10-Q for its fiscal
                quarter ended February 28, 1997; and
  
         (d)    The description of Common Stock included in the Company's
                Registration Statement on Form 8-A as filed with the Commission
                on June 18, 1982 and amended on July 17, 1995.
  
         All documents subsequently filed by the Company pursuant to Sections
  13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
  prior to the filing of a post-effective amendment that indicates that all
  securities offered hereunder have been sold or that deregisters all securities
  then remaining unsold, shall be deemed to be incorporated by reference herein
  and to be a part hereof from the date such documents are filed.
  
  Item 5.       Interests of Named Experts and Counsel.
  
                                   Legal Matters
  
         The validity of the shares of Common Stock being sold in this offering
  will be passed upon for the Company by David M. Sudbury, general counsel of the
  Company.
  
                                      Experts
  
         The financial statements and the related financial statement schedules
  incorporated in this registration statement by reference from the Company's
  Annual Report on Form 10-K for the year ended August 31, 1996 have been audited
  by Deloitte & Touche LLP, independent auditors, as stated in their reports,
  which are incorporated herein by reference, and have been so incorporated in
  reliance upon the reports of such firm given upon their authority as experts in
  accounting and auditing.
  
                                       II- 1
  3
  
  Item 6.       Indemnification of Directors and Officers
  
         The Company is a Delaware corporation. Section 145 of the Delaware
  General Corporation Law generally provides that a corporation is empowered to
  indemnify any person who is made a party to any threatened, pending or
  completed action, suit or proceeding by reason of the fact that he is or was a
  director, officer, employee or agent of the Company or is or was serving, at
  the request of the Company, in any of such capacities of another corporation or
  other enterprise, if such director, officer, employee or agent acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the
  best interests of the Company and, with respect to any criminal action or
  proceeding, had no reasonable cause to believe his conduct was unlawful.
  Section 145 describes in detail the right of the Company to indemnify any such
  person. The Certificate of Incorporation of the Company and indemnification
  agreements between the Company and each of its officers and directors provide
  generally for indemnification of all such directors, officers and agents to the
  fullest extent permitted under law. The Company's Certificate of Incorporation
  eliminates the liability of directors to the fullest extent permitted under
  law. The Company's directors and officers currently are covered by directors'
  and officers' liability insurance.
  
         For the undertaking with respect to indemnification, see Item 9 herein.
  
  Item 8.       Exhibits
  Exhibit No.      Exhibit
       -----------      -------
  4.1     -    Restated Certificate of Incorporation of Commercial Metals
                        Company, as amended, filed as Exhibit (3)(i) to the
                        Company's Form 10-K for the fiscal year ended August 31,
                        1993 and incorporated by reference herein.
  
           4.2     -    Bylaws of Commercial Metals Company, as amended, filed as
                        Exhibit (3)(ii) to the Company's Form 10-K for the fiscal
                        year ended August 31, 1993 and incorporated by reference
                        herein.
  
           *4.3    -    Commercial Metals Company 1996 Long-Term Incentive Plan.
  
           *5.1    -    Opinion of David M. Sudbury with respect to validity of
                        issuance of securities.
  
          *23.1    -    Consent of Deloitte & Touche LLP.
  
          *23.2    -    Consent of David M. Sudbury (included in Exhibit 5.1).
  II- 2
  4
  *24.1    -    Power of Attorney (included on the signature page of the
                        Registration Statement)
  ---------------
         *  Filed herewith.
  
  Item 9.       Undertakings
  
         (a)    The undersigned registrant hereby undertakes:
  
                (1)    to file, during any period in which offers or sales are
                being made, a post-effective amendment to this registration
                statement:
  
                       (i)    to include any prospectus required by Section
                       10(a)(3) of the Securities Act of 1933;
  
                       (ii)   to reflect in the prospectus any facts or events
                       arising after the effective date of the registration
                       statement (or the most recent post-effective amendment
                       thereof) which, individually or in the aggregate,
                       represent a fundamental change in the information set
                       forth in the registration statement;
  
                       (iii)  to include any material information with respect to
                       the plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement;
  
                provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
         not apply if the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed by
         the registrant pursuant to Section 13 or Section 15(d) of the Securities
         Exchange Act of 1934 that are incorporated by reference in this
         registration statement.
  
                (2)    that, for the purpose of determining any liability under
                the Securities Act of 1933, each such post-effective amendment
                shall be deemed to be a new registration statement relating to
                the securities offered therein, and the offering of such
                securities at that time shall be deemed to be the initial     
                bonafide offering thereof; and
  
                (3)    to remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.
  
         (b)    The undersigned registrant hereby undertakes that, for the
  purposes of determining any liability under the Securities Act of 1933, each
  filing of the registrant's annual report
  
                                       II- 3
  5
  
  pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
  1934 (and, where applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
  is incorporated by reference in this registration statement shall be deemed to
  be a new registration statement relating to the securities offered herein, and
  the offering of such securities at that time shall be deemed to be the initial
  bonafide offering thereof.
  
         (c)    Insofar as indemnification for liabilities arising under the
  Securities Act of 1933 may be permitted to directors, officers and controlling
  persons of the registrant pursuant to the foregoing provisions, or otherwise,
  the registrant has been advised that in the opinion of the Securities and
  Exchange Commission such indemnification is against public policy as expressed
  in the Securities Act of 1933 and is, therefore, unenforceable. In the event
  that a claim for indemnification against such liabilities (other than the
  payment by the registrant of expenses incurred or paid by a director, officer
  or controlling person of the registrant in the successful defense of any
  action, suit or proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being registered the
  registrant will, unless in the opinion of its counsel the matter has been
  settled by controlling precedent, submit to a court of appropriate jurisdiction
  the question whether such indemnification by it is against public policy as
  expressed in the Securities Act of 1933 and will be governed by the final
  adjudication of such issue.
  
                                       II- 4
  6
  
                          SIGNATURES AND POWER OF ATTORNEY
  
         Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned, thereunto
  duly authorized, in the City of Dallas, State of Texas, on the 21st day of May,
  1997.
  
                                          COMMERCIAL METALS COMPANY
  
                                          By:  /s/ Stanley A. Rabin              
                                             -------------------------------------
                                                       Stanley A. Rabin
                                             President and Chief Executive Officer
  
         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
  below constitutes and appoints each of Lawrence A. Engels and David M. Sudbury,
  his or her true and lawful attorneys-in-fact and agents, with full power of
  substitution and resubstitution, for him or her and in his or her name, place
  and stead, in any and all capacities, to sign, execute and file with the
  Securities and Exchange Commission and any state securities regulatory board or
  commission any documents relating to the proposed issuance and registration of
  the securities offered pursuant to this Registration Statement on Form S-8
  under the Securities Act of 1933, including any amendment or amendments
  relating thereto (and any additional Registration Statement related hereto
  permitted by Rule 462(b) promulgated under the Securities Act of 1933,
  including any amendment or amendments relating thereto), with all exhibits and
  any and all documents required to be filed with respect thereto with any
  regulatory authority, granting unto said attorneys-in-fact and agents, and each
  of them, full power and authority to do and perform each and every act and
  thing requisite and necessary to be done in and about the premises in order to
  effectuate the same as fully to all intents and purposes as he or she might or
  could do if personally present, hereby ratifying and confirming all that said
  attorneys-in-fact and agents, or either of them, or their or his substitute or
  substitutes, may lawfully do or cause to be done.
  
         Pursuant to the requirements of the Securities Act of 1933, this
  Registration Statement on Form S-8 has been signed by the following persons on
  behalf of the Registrant in the capacities and on the dates indicated:
  Signature                    Title                       Date
          ---------                    -----                       ----
  /s/ Albert A. Eisenstat          Director                      May 21, 1997
  ----------------------------                                               
         Albert A. Eisenstat
  II- 5
  7
  /s/ Moses Feldman                Director                      May 21, 1997
  ----------------------------                                               
         Moses Feldman
  
  /s/ Laurence E. Hirsch           Director                      May 21, 1997
  ----------------------------                                               
         Laurence E. Hirsch
  
  /s/ A. Leo Howell                Vice President                May 21, 1997
  ----------------------------     and Director                              
         A. Leo Howell             
  
  /s/ Walter F. Kammann            Director                      May 21, 1997
  ----------------------------                                               
         Walter F. Kammann
  
  /s/ Ralph E. Loewenberg          Director                      May 21, 1997
  ----------------------------                                               
         Ralph E. Loewenberg
  
  /s/ Dorothy G. Owen              Director                      May 21, 1997
  ----------------------------                                               
         Dorothy G. Owen
  
  /s/ Charles B. Peterson          Director                      May 21, 1997
  ----------------------------                                               
         Charles B. Peterson
  
  /s/ Stanley A. Rabin             President, Chief Executive    May 21, 1997
  ----------------------------     Officer and Director                      
         Stanley A. Rabin          
  
  /s/ Marvin Selig                 President - Steel Group       May 21, 1997
  ----------------------------     and Director                              
         Marvin Selig              
  
  /s/ Lawrence A. Engels           Vice President and            May 21, 1997
  ----------------------------     Chief Financial Officer                   
         Lawrence A. Engels        (Principal Financial Officer)
  
  /s/ William B. Larson            Controller (Principal         May 21, 1997
  ----------------------------     Accounting Officer)                       
         William B. Larson
  II- 6
  8
  
                                   EXHIBIT INDEX
  Exhibit No.     Exhibit
     -----------     -------
  4.1    -    Restated Certificate of Incorporation of Commercial Metals
                     Company, as amended, filed as Exhibit (3)(i) to the
                     Company's Form 10-K for the fiscal year ended August 31,
                     1993 and incorporated by reference herein.
  
         4.2    -    Bylaws of Commercial Metals Company, as amended, filed as
                     Exhibit (3)(ii) to the Company's Form 10-K for the fiscal
                     year ended August 31, 1993 and incorporated by reference
                     herein.
  
         *4.3   -    Commercial Metals Company 1996 Long-Term Incentive Plan.
  
         *5.1   -    Opinion of David M. Sudbury with respect to validity of
                     issuance of securities.
  
        *23.1   -    Consent of Deloitte & Touche LLP.
  
        *23.2   -    Consent of David M. Sudbury (included in Exhibit 5.1).
  
        *24.1   -    Power of Attorney (included on the signature page of the
                     Registration Statement).
  ---------------
           *  Filed herewith.