SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13D

                   Under the Securities Exchange Act of 1934
                               (Amendment No.2)*

                           Commercial Metals Company
                                (Name of Issuer)

                         Common Stock, Par Value $0.01
                         (Title of Class of Securities)

                                   201723103
                                 (CUSIP Number)

                             Keith Schaitkin, Esq.
                                Icahn Capital LP
                          767 Fifth Avenue, 47th Floor
                            New York, New York 10153
                                 (212) 702-4300
                 (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                                October 19, 2011
            (Date of Event which Requires Filing of this Statement)

If  the filing person has previously filed a statement on Schedule 13G to report
the  acquisition  that  is  the subject of this Schedule 13D, and is filing this
schedule  because  of  Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the  following  box  /  /.

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to  whom  copies  are  to  be  sent.

*The  remainder  of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for  any  subsequent  amendment  containing  information  which  would  alter
disclosures  provided  in  a  prior  cover  page.

The information required on the remainder of this cover page shall not be deemed
to  be  "filed"  for the purpose of Section 18 of the Securities Exchange Act of
1934  ("Act") or otherwise subject to the liabilities of that section of the Act
but  shall  be  subject  to  all  other  provisions of the Act (however, see the
Notes).



                                  SCHEDULE 13D

Item 1. Security and Issuer

     This  statement constitutes Amendment No. 2 to the Schedule 13D relating to
the  Common  Stock,  par value $0.01 (the "Shares"), issued by Commercial Metals
Company  (the  "Issuer"),  and  hereby  amends  the  Schedule 13D filed with the
Securities and Exchange Commission on July 28, 2011, as amended by Amendment No.
1  filed  with  the  Securities  and  Exchange  Commission  on September 1, 2011
(together,  the  "Schedule 13D"), on behalf of the Reporting Persons (as defined
in the Initial 13D), to furnish the additional information set forth herein. All
capitalized  terms  contained  herein  but  not otherwise defined shall have the
meanings  ascribed  to  such  terms  in  the  Initial  13D.

Item 4. Purpose of Transaction.

     Item  4  of  the  Schedule  13D  is  hereby  amended by the addition of the
following:

     On  October  19,  2011,  the  Reporting  Persons  delivered  a  notice (the
"Nomination Letter") to the Corporate Secretary of the Issuer of their intent to
nominate James Unger, Steve Mongillo and George Hebard for election to the board
of  directors  of  the  Issuer at the 2012 annual meeting of stockholders of the
Issuer  (the "2012 Annual Meeting"), or a special meeting of stockholders of the
Issuer  called  for  a  similar person. The Reporting Persons also stated in the
Nomination Letter their intent to propose other business to be transacted at the
2012  Annual  Meeting, including a precatory proposal that the Issuer redeem its
poison  pill  and  a Bylaw amendment to require stockholder approval in order to
adopt  a  poison  pill.  The  Nomination  Letter, including the full text of the
proposals,  is  incorporated  herein  and  attached  hereto  as  Exhibit  1.

Item 7. Material to be Filed as Exhibits.

     Exhibit 1     Nomination Letter dated October 18, 2011



                                   SIGNATURE

     After  reasonable  inquiry  and  to  the  best  of  each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth  in  this  statement  is  true,  complete  and  correct.

Dated: October 19, 2011


ICAHN  PARTNERS  MASTER  FUND  LP
ICAHN  PARTNERS  MASTER  FUND  II  LP
ICAHN  PARTNERS  MASTER  FUND  III  LP
ICAHN  OFFSHORE  LP
ICAHN  PARTNERS  LP
ICAHN  ONSHORE  LP
BECKTON  CORP.
HOPPER  INVESTMENTS  LLC
BARBERRY  CORP.
HIGH  RIVER  LIMITED  PARTNERSHIP
     By:  Hopper  Investments  LLC,  general  partner


     By:  /s/  Edward  E.  Mattner
          ------------------------
          Name:  Edward  E.  Mattner
          Title:  Authorized  Signatory


ICAHN  CAPITAL  LP
     By:  IPH  GP  LLC,  its  general  partner
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
IPH  GP  LLC
     By:  Icahn  Enterprises  Holdings  L.P.,  its  sole  member
By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  HOLDINGS  L.P.
     By:  Icahn  Enterprises  G.P.  Inc.,  its  general  partner
ICAHN  ENTERPRISES  G.P.  INC.


By:  /s/ Dominick Ragone
     -------------------
     Name:  Dominick  Ragone
     Title:  Chief  Financial  Officer










/s/  Carl  C.  Icahn
--------------------
CARL  C.  ICAHN





  [Signature Page of Schedule 13D Amendment No. 2 - Commercial Metals Company]



                                                                       EXHIBIT 1

                         HIGH RIVER LIMITED PARTNERSHIP
                           c/o Icahn Associates Corp.
                          767 Fifth Avenue, 46th Floor
                               New York, NY 10153

                                October 18, 2011


VIA HAND DELIVERY, FEDERAL EXPRESS, FACSIMILE AND EMAIL
-------------------------------------------------------

Commercial Metals Company
6565 North MacArthur Boulevard, Suite 800
Irving, Texas 75039
Attention: Ann J. Bruder, Corporate Secretary

Re:  Notice  (this "Notice") of Nominations of Persons for Election to the Board
     of  Directors  and  the  Proposal of Other Business to be Transacted by the
     Stockholders  at  the  2012  Annual  Meeting  of Stockholders of Commercial
     Metals  Company  (the  "Corporation")
     ---------------------------------------------------------------------------

Ladies and Gentlemen:

     High  River  Limited  Partnership,  a  Delaware  limited partnership ("High
River"  or  the  "Record  Holder") hereby submits this Notice on the date hereof
pursuant  to the requirements (the "Bylaw Requirements") set forth in the Second
Amended  and Restated Bylaws of the Corporation (the "Bylaws"), of its intent to
make  the  Proposals (as defined below) and to nominate each person on the Slate
(as  defined below) for election to the board of directors of the Corporation at
the  2012  annual  meeting  of  Stockholders  of  the  Corporation  (the "Annual
Meeting"),  or a special meeting of Stockholders of the Corporation called for a
similar  purpose. This Notice is submitted by the Record Holder and on behalf of
the  Direct  Beneficial  Owners (as defined below) and the Beneficial Owners (as
defined  in  Annex  A).

     As  of the close of business on October 18, 2011, (i) High River represents
that  it  is  the  holder  of record of, and is entitled to vote, 1000 shares of
Common  Stock,  $0.01 par value per share, of the Corporation (the "Shares") and
that  it  is the direct beneficial owner of 2,304,999 Shares (including the 1000
Shares  of  which  High River is the stockholder of record); (ii) Icahn Partners
LP, a Delaware limited partnership ("Icahn Partners"), represents that it is the
direct  beneficial  owner  of  3,531,955 Shares and that it is not the holder of
record  of  any  Shares;  (iii)  Icahn Partners Master Fund LP, a Cayman Islands
exempted  limited partnership ("Icahn Master"), represents that it is the direct
beneficial  owner of 3,808,353 Shares and that it is not the holder of record of
any  Shares;  (iv) Icahn Partners Master Fund II L.P., a Cayman Islands exempted
limited  partnership  ("Icahn  Master  II"),  represents  that  it is the direct
beneficial  owner of 1,310,448 Shares and that it is not the holder of record of
any  Shares;  (v) Icahn Partners Master Fund III L.P., a Cayman Islands exempted
limited  partnership ("Icahn Master III" and collectively with High River, Icahn
Partners,  Icahn  Master  and  Icahn Master II, the "Direct Beneficial Owners"),
represents  that it is the direct beneficial owner of 569,245 Shares and that it
is not the holder of record of any Shares, in each case, as further described in
Annex  A.  Carl  C.  Icahn,  by  virtue of his relationship to High River, Icahn
Partners,  Icahn  Master,  Icahn  Master  II  and  Icahn Master III is deemed to
beneficially  own  (as  that  term  is  defined  in Rule 13d-3 of the Securities
Exchange  Act  of  1934,  as amended (the "Exchange Act")) the Shares which High
River,  Icahn  Partners,  Icahn  Master,  Icahn  Master  II and Icahn Master III
directly  beneficially  own,  as  further  described  in  Annex  A.

     The address of Icahn Partners is 767 Fifth Avenue, 47th Floor, New York, NY
10153.  The  address of Icahn Master is c/o Walkers SPV Limited, P.O. Box 908GT,
87  Mary Street, George Town, Grand Cayman, Cayman Islands. The address of Icahn
Master II is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George Town,
Grand  Cayman  KY1-9002,  Cayman Islands. The address of Icahn Master III is c/o
Walkers  SPV  Limited,  Walker  House, 87 Mary Street, George Town, Grand Cayman
KY1-9002,  Cayman  Islands.  The address of High River is 767 Fifth Avenue, 46th
Floor,  New  York, NY 10153. Each of Icahn Master, Icahn Master II, Icahn Master
III,  Icahn  Partners  and  High  River  is primarily engaged in the business of
investing in securities. High River believes that its name and address set forth
above  is  the  name  and  address  for  the  Record  Holder that appears on the
Corporation's  books.

     DIRECTOR NOMINEES
     -----------------

     The  Record Holder hereby represents that it intends to appear in person or
by  proxy  at  the  Annual  Meeting  to  nominate  for  election to the board of
directors  of  the  Corporation  (the  "Board")  the  following persons (each, a
"Nominee"  and  collectively,  the  "Slate"):

                                  James Unger
                                 Steve Mongillo
                                 George Hebard

     Mr.  Unger  has over 30 years of experience in the railcar industry and has
extensive  knowledge  of the operational issues facing industrial companies. Mr.
Mongillo  has  over  25  years of experience in the financial industry and has a
strong understanding of the complex business and financial issues encountered by
large  complex  companies.  Mr.  Hebard  has  a strong record as a sophisticated
investor  and  has  a  broad  understanding  of  the  operational, financial and
strategic issues facing public and private companies. The Record Holder believes
that  these  individuals'  knowledge  of  operations,  investments and corporate
finance  will  add  to  the  business expertise and leadership of the Board. The
Record  Holder  also believes that each Nominee is a strong stockholder-oriented
individual  who  will  help  represent  the  best interests of the Corporation's
stockholders.

     The  Record  Holder  hereby further represents that it intends to appear in
person  or  by  proxy at the Annual Meeting to make the following proposals (the
"Proposals")  for  consideration  by  the  Corporation's  Stockholders:

     PROPOSAL 1
     ----------

     To adopt a resolution of the Corporation's Stockholders strongly urging the
Board  to  immediately  redeem any and all outstanding Rights (as defined in the
Rights  Agreement  (as  defined  below))  issued pursuant to that certain Rights
Agreement,  dated  as  of  July 30, 2011, between the Corporation and Broadridge
Corporate  Issuer  Solutions, Inc. (the "Rights Agreement" or the "Poison Pill")
in  accordance  with  Section  23  of  the Rights Agreement and to terminate the
Rights  Agreement  immediately  thereafter.

     The following is the text of the proposed resolution:

          "RESOLVED,  that  the  Stockholders of the Corporation hereby strongly
     urge the Board of Directors of the Corporation (the "Board") to immediately
     redeem (the "Redemption") any and all outstanding Rights (as defined in the
     Rights Agreement (as defined below)) issued pursuant to that certain Rights
     Agreement,  dated  as  of  July  30,  2011,  between  the  Corporation  and
     Broadridge  Corporate  Issuer  Solutions,  Inc. (the "Rights Agreement") in
     accordance  with  Section  23  of the Rights Agreement and to terminate the
     Rights  Agreement  immediately  thereafter;  and  be  it  further

          RESOLVED,  that  the  Stockholders  of the Corporation hereby strongly
     urge  the  Board  to  not establish any conditions to the Redemption, other
     than as specifically required by and set forth in the Rights Agreement; and
     be  it  further

          RESOLVED,  that  the  Stockholders  of the Corporation hereby strongly
     urge  the  Board  to  immediately  order  the Redemption and give immediate
     public  notice  of  the  Redemption."

     PROPOSAL 2
     ----------

     To  adopt  a  resolution that would amend the Bylaws to require stockholder
approval  in  order  to  authorize,  establish, adopt, or amend any rights plan,
poison  pill  or  similar  plan.

     The following is the text of the proposed resolution:

          "RESOLVED,  that  the  Second  Amended  and  Restated  Bylaws  of  the
     Corporation  shall  be  amended  to  add  the  following  provisions:

                                  ARTICLE XII
                                  POISON PILLS

     (a)  In  addition  to  any affirmative vote of stockholders required by any
          provision  of  law,  the  restated certificate of incorporation of the
          corporation  or  these  Bylaws,  the  corporation shall not authorize,
          establish,  adopt,  or amend any Poison Pill (as defined in subsection
          (b)  below)  without the affirmative vote of the holders of a majority
          of  the  voting power of all of the then-outstanding shares of capital
          stock of the corporation entitled to vote generally in the election of
          directors,  voting  as  a  single  class.

     (b)  For  purposes  of these Bylaws, a "Poison Pill" shall mean any plan or
          arrangement  of  the  sort  commonly referred to as a "rights plan" or
          "stockholder  rights  plan"  or  "shareholder  rights plan" or "poison
          pill"  that  is  designed  to prevent or make more difficult a hostile
          takeover  of  the  corporation  by  increasing the cost to a potential
          acquirer in such a takeover either through the issuance of new rights,
          shares  of  common  stock  or preferred stock or any other security or
          device  that  may  be  issued to stockholders of the corporation other
          than  ratably to all stockholders of the corporation that carry severe
          redemption  provisions,  favorable  purchase  provisions or otherwise.

     (c)  Notwithstanding  Section  7  "Amendment" of Article X of these Bylaws,
          no provision of this Article XII may be amended, modified, repealed or
          superseded  without  the affirmative vote of the holders of a majority
          of  the  voting power of all of the then-outstanding shares of capital
          stock of the corporation entitled to vote generally in the election of
          directors,  voting  as  a  single  class."




     PROPOSAL 3
     ----------

     To  adopt  a  resolution  that  would repeal any provision of the Bylaws in
effect  at the time of the Annual Meeting that was not included in the Bylaws as
publicly  filed with the Securities and Exchange Commission prior to October 18,
2011,  and is inconsistent with any of the foregoing proposals that are approved
by  the  stockholders  at  the  Annual  Meeting.

     The Record Holder is not aware of any such provision of the Bylaws that has
become  effective, but it is possible that following the date of this Notice and
prior  to  the  adoption  of  this  resolution  such  a  provision  could become
effective.

     The following is the text of the proposed resolution:

          "RESOLVED,  that  any  provision  of  the  Second Amended and Restated
     Bylaws  of  Commercial  Metals  Company  as  of  the  effectiveness of this
     resolution that was not included in the Bylaws of Commercial Metals Company
     as  publicly  filed  with  the  Securities and Exchange Commission prior to
     October 18, 2011, and is inconsistent with any of the proposals approved by
     stockholders  at  the 2012 Annual Meeting of the Stockholders of Commercial
     Metals  Company,  be  and  hereby  are  repealed."

     Although not binding on the Board, the Record Holder is bringing Proposal 1
for  consideration at the Annual Meeting because the Record Holder believes that
the  Corporation's stockholders should have the ability to indicate to the Board
that  stockholders  believe that the Poison Pill is not in their best interests.
The Record Holder is bringing Proposal 2 for consideration at the Annual Meeting
because  the  Record Holder believes that poison pills should not be authorized,
established, adopted, or amended without stockholder approval. The Record Holder
is  bringing  Proposal  3  for  consideration  at the Annual Meeting because the
Record  Holder  believes  that  amendments  to  the  Bylaws  that  have not been
publically  disclosed  prior to the date of this Notice should not frustrate the
purposes  of  the  various  proposals  being  made  by  the  Record  Holder.

     In  this  Notice: (i) certain information relating to the Direct Beneficial
Owners  and  the Beneficial Owner(s) (as defined in Annex A) is set forth in the
body  of  this Notice (including the footnotes hereto) and Annex A; (ii) certain
information relating to each Nominee is set forth in the body of this Notice and
Annex  B;  and  (iii)  the written consent of each Nominee to being named in the
proxy  statement as a nominee and to serving as a director of the Corporation if
elected,  is  attached  as  Annex C. The Nominees are also party to an agreement
substantially  in  the  form  attached  hereto  as Annex D, pursuant to which an
affiliate  of the Direct Beneficial Owners has agreed to pay certain fees to Mr.
Unger  and  Mr.  Mongillo, and to indemnify each of the Nominees with respect to
certain  costs  incurred by him in connection with the proxy contest relating to
the  Annual  Meeting  (the  "Nominee  Agreement").

     Each Direct Beneficial Owner and Beneficial Owner hereby represents that it
will  deliver  a  proxy  statement  and form of proxy to holders of at least the
percentage  of  the  Corporation's  voting power of all of the shares of capital
stock  required under applicable law to carry, approve or adopt (in person or by
proxy)  the  Proposals  and  to  elect  the  Slate  to  the  Board.

     Each  Nominee, Direct Beneficial Owner and Beneficial Owner has an interest
in  the  Proposals  and  the  election  of  directors at the Annual Meeting: (i)
directly  and/or indirectly through the beneficial ownership (if any) of Shares,
as  described  on Annex A, and any applicable attachments thereto; and (ii) with
respect  to  each  of  the  Nominees  pursuant  to  the  Nominee  Agreement.

     With  respect  to each Nominee, other than as disclosed in this Notice, (i)
such Nominee is not, and, within the past year, was not a party to any contract,
arrangement  or  understanding with any person with respect to any securities of
the  Corporation,  including, but not limited to, joint ventures, loan or option
arrangements,  puts  or  calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; and (ii)
neither  such  Nominee nor any of such Nominee's associates have any arrangement
or  understanding  with  any person with respect to (A) any future employment by
the  Corporation  or  its affiliates or (B) any future transactions to which the
Corporation  or  any  of  its  affiliates  will  or  may  be  a  party.

     With  respect  to  each Direct Beneficial Owner and Beneficial Owner, other
than  as  disclosed in this Notice, (i) neither such Direct Beneficial Owner nor
such Beneficial Owner is, or was, within the past year, a party to any contract,
arrangement  or  understanding with any person with respect to any securities of
the  Corporation,  including, but not limited to, joint ventures, loan or option
arrangements,  puts  or  calls, guarantees against loss or guarantees of profit,
division of losses or profits, or the giving or withholding of proxies; and (ii)
neither  such  Direct  Beneficial  Owner,  Beneficial  Owner  nor  any  of their
respective associates have any arrangement or understanding with any person with
respect to (A) any future employment by the Corporation or its affiliates or (B)
any  future  transactions to which the Corporation or any of its affiliates will
or  may  be  a  party.

     Mr.  Hebard  is  employed  by  an entity affiliated with Carl C. Icahn. Mr.
Unger  is  Vice-Chairman  and  a director of the Board of Directors of an entity
affiliated  with  Carl  C.  Icahn.


     With  respect  to  each  Nominee,  such  Nominee  is  independent under the
independence  standards applicable to the Corporation under (i) paragraph (a)(1)
of  Item  407  of  Regulation  S-K  and (ii) the New York Stock Exchange listing
standards.

     The  Annexes  and  all attachments thereto are hereby incorporated into and
made  a  part  of this Notice. Accordingly, all matters disclosed in any part of
this  Notice, including the Annexes and all attachments thereto should be deemed
disclosed for all purposes of this Notice. All upper case terms appearing in the
Annexes  and  all  attachments  thereto that are not defined in such Annexes and
attachments  shall  have  the  meanings  given in the body of this Notice or the
Annexes  and  all  attachments  thereto,  as  applicable.

     Unless  expressly  indicated  otherwise  herein,  information  is set forth
herein  as of the close of business on October 18, 2011. Neither the delivery of
this  Notice  nor any delivery by any Direct Beneficial Owner, Beneficial Owner,
or  Nominee of additional information to the Corporation from and after the date
hereof  shall  be  deemed  to  constitute  an admission by any Direct Beneficial
Owner,  Beneficial Owner, Nominee or any of their respective affiliates (if any)
that  such  delivery  is  required  or  that  each and every item or any item of
information  is  required  or as to the legality or enforceability of any notice
requirement  or  any  other  matter, or a waiver by any Direct Beneficial Owner,
Beneficial  Owner,  Nominee  or  any  of their respective affiliates (if any) of
their  right to contest or challenge, in any way, the validity or enforceability
of  any  notice  requirement or any other matter (including actions taken by the
Board  in  anticipation  of, or following receipt of, this Notice). Furthermore,
this  Notice  assumes  that  the  Board  will nominate a total of three director
nominees  for  election  to  the  Board  at  the Annual Meeting and if the Board
increases  the  number  of  directors  to be nominated and elected at the Annual
Meeting  or  a  special  meeting called for a similar purpose, the Record Holder
reserves  the  right to add additional director nominees in respect of each such
additional directorship. In the event any statement or other information in this
Notice  is  not  correct,  or  to the extent any applicable information has been
omitted  from  this  Notice, the Direct Beneficial Owners, Beneficial Owners and
Nominees  reserve  the  right to correct and/or supplement any such statement or
other  information  set  forth  in  this  Notice.


                            [Signature page follows]



Very  truly  yours,



HIGH  RIVER  LIMITED  PARTNERSHIP
By:  Hopper  Investments  LLC,  its  general  partner
By:  Barberry  Corp.,  its  sole  member


By:  __________________________
     Name:  Edward  E.  Mattner
     Title:  Authorized  Signatory








 [Signature page to Stockholders' Notice of Nominations of Persons for Election
to the Board of Directors and the Proposal of Other Business to be Transacted by
   the Stockholders at the 2012 Annual Meeting of Stockholders of  Commercial
                                Metals Company]



                                                                         ANNEX A

                 CERTAIN INFORMATION ABOUT BENEFICIAL OWNERSHIP

NAME:                   Carl  C.  Icahn

AGE:                    75

BUSINESS                767  Fifth  Avenue,  47th  Floor
ADDRESS:                New  York,  New  York  10153

RESIDENCE               [Address redacted]
ADDRESS:

PRINCIPAL OCCUPATION    See  below
OR  EMPLOYMENT:

CITIZENSHIP:            United  States  of  America

     Mr.  Icahn  has  an  interest  in  the  election of directors at the Annual
Meeting  and  the  Proposals  indirectly  through  the  beneficial  ownership of
securities,  as  described  below.

     Mr.  Icahn  has  served as chairman of the board and a director of Starfire
Holding Corporation, a privately held holding company, and chairman of the board
and  a  director  of  various subsidiaries of Starfire, since 1984. Since August
2007,  through  his  position  as Chief Executive Officer of Icahn Capital LP, a
wholly  owned  subsidiary of Icahn Enterprises L.P. ("IEP"), and certain related
entities, Mr. Icahn's principal occupation is managing private investment funds,
including  Icahn  Partners,  Icahn Master, Icahn Master II and Icahn Master III.
From  November  2004  through  August  2007, Mr. Icahn conducted this occupation
through  his  entities  CCI  Onshore Corp. and CCI Offshore Corp. Since November
1990,  Mr.  Icahn has been chairman of the board of Icahn Enterprises G.P. Inc.,
the  general  partner  of IEP. IEP is a diversified holding company engaged in a
variety of businesses, including investment management, automotive, metals, real
estate,  home  fashion,  railcar,  casino gaming and food packaging. Since March
2010,  Mr.  Icahn  has  been the chairman of the board of directors of Tropicana
Entertainment  Inc.,  a  company  that  is  primarily engaged in the business of
owning  and  operating  casinos and resorts. Mr. Icahn has served as chairman of
the board and as a director of American Railcar Industries, Inc., a company that
is  primarily  engaged  in the business of manufacturing covered hopper and tank
railcars, since 1994. Mr. Icahn has been chairman of the board and a director of
XO  Holdings,  Inc., a telecommunications services provider, since February 2006
and of its predecessor from January 2003 to February 2006. Since September 2011,
Mr. Icahn has been the President of XO Holdings, Inc. In October 2005, Mr. Icahn
became  a  director  of WestPoint International, Inc., a manufacturer of bed and
bath home fashion products. Mr. Icahn was chairman of the board and president of
Icahn &  Co.,  Inc.,  a  registered  broker-dealer  and a member of the National
Association  of Securities Dealers, from 1968 to 2005. From October 1998 through
May  2004,  Mr.  Icahn  was  the  president  and  a  director  of  Stratosphere
Corporation,  the owner and operator of the Stratosphere Hotel and Casino in Las
Vegas,  Nevada,  which,  until  February  2008,  was  a  subsidiary of IEP. From
September  2000  to February 2007, Mr. Icahn served as the chairman of the board
of  GB  Holdings,  Inc., which owned an interest in Atlantic Coast Entertainment
Holdings, Inc., the owner and operator of The Sands Hotel and Casino in Atlantic
City  until November 2006. From September 2006 to November 2008, Mr. Icahn was a
director  of ImClone Systems Incorporated, a biopharmaceutical company, and from
October 2006 to November 2008, he was the chairman of the board of ImClone. From
July  1993  to July 2010, Mr. Icahn served as a director of Cadus Corporation, a
company  engaged  in  the  ownership and licensing of yeast based drug discovery
technologies.  From  May 2005 to January 2010, Mr. Icahn served as a director of
Blockbuster Inc., a provider of in-home movie rental and game entertainment. Mr.
Icahn  was  a  director  of  WCI Communities, Inc., a homebuilding company, from
August  2007  to  September 2009 and served as chairman of the board of WCI from
September  2007 to September 2009. In December 2007, Mr. Icahn became a Director
of  Federal-Mogul Corporation,  a  supplier  of  automotive  products, and since
January  2008, has been the Chairman of the Board of FederalMogul. Mr. Icahn was
a  director  of Motricity, Inc., a company that provides mobile content services
and  solutions,  from  April  2008  to January 2010. Mr. Icahn was a director of
Yahoo!  Inc.,  a  company that provides Internet services to users, advertisers,
publishers and developers worldwide, from August 2008 to October 2009. Mr. Icahn
received  his  B.A.  from  Princeton  University.


                 SECURITY OWNERSHIP OF DIRECT BENEFICIAL OWNERS

(1) TITLE          (2) NAME OF             (3) AMOUNT OF       (4) PERCENT
    OF                 BENEFICIAL              BENEFICIAL          OF
    CLASS              OWNER (1)               OWNERSHIP           CLASS (2)
    -----              ----------              ----------          -------
Common Stock, par      High River               2,304,999            2.00%
value $0.01 per
share ("Shares")

Shares                 Icahn Partners           3,531,955            3.06%

Shares                 Icahn Master             3,808,353            3.30%

Shares                 Icahn Master II          1,310,448            1.13%

Shares                 Icahn Master III           569,245            0.49%
_________________________
(1)  Please  note  that  each  Holder listed in this table is, as of the date of
     this  Notice, the direct beneficial owner of the Shares set forth under the
     heading  "(3)  Amount of Beneficial Ownership" and that indirect beneficial
     ownership  of  Shares  is described below in the text of this Annex A under
     the  heading  "Description  of Beneficial Ownership and Beneficial Owners."

(2)  Please  note  that  percentages  of ownership set forth in this column were
     calculated  based  on the 115,533,540 Shares stated to be outstanding as of
     July  1,  2011  by the Corporation in the Corporation's Form 10-Q filed for
     the  quarterly  period  ended  May  31,  2011.



           DESCRIPTION OF BENEFICIAL OWNERSHIP AND BENEFICIAL OWNERS

     Barberry  Corp., a Delaware corporation ("Barberry"), is the sole member of
Hopper  Investments  LLC, a Delaware limited liability company ("Hopper"), which
is  the  general  partner  of  High River. Beckton Corp., a Delaware corporation
("Beckton")  is  the sole stockholder of Icahn Enterprises G.P. Inc., a Delaware
corporation  ("Icahn  Enterprises  GP"),  which  is the general partner of Icahn
Enterprises  Holdings  L.P.,  a Delaware limited partnership ("Icahn Holdings").
Icahn  Holdings  is  the sole member of IPH GP LLC, a Delaware limited liability
company  ("IPH"), which is the general partner of Icahn Capital L.P., a Delaware
limited  partnership  ("Icahn Capital"). Icahn Capital is the general partner of
each  of  Icahn Onshore LP, a Delaware limited partnership ("Icahn Onshore") and
Icahn  Offshore  LP,  a  Delaware  limited partnership ("Icahn Offshore"). Icahn
Onshore  is the general partner of Icahn Partners. Icahn Offshore is the general
partner  of  each of Icahn Master, Icahn Master II and Icahn Master III. Each of
Barberry  and  Beckton  is  100 percent owned by Carl C. Icahn ("Mr. Icahn," and
collectively  with  Barberry,  Hopper,  Beckton,  Icahn  Enterprises  GP,  Icahn
Holdings,  IPH,  Icahn  Capital,  Icahn Onshore, Icahn Offshore, the "Beneficial
Owners"  and  each  of  them  a  "Beneficial  Owner." As such, Mr. Icahn is in a
position  indirectly  to  determine  the investment and voting decisions made by
each  of  the  Direct  Beneficial Owners. In addition, Mr. Icahn is the indirect
holder  of  approximately 92.6% of the outstanding depositary units representing
limited  partnership  interests in Icahn Enterprises L.P. ("Icahn Enterprises").
Icahn  Enterprises  GP is the general partner of Icahn Enterprises, which is the
sole  limited  partner  of  Icahn  Holdings.

     The  principal  business  address  of  each  of  (i)  Icahn Offshore, Icahn
Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP and Beckton is
White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601 and
(ii)  Mr.  Icahn, Barberry and Hopper is c/o Icahn Capital LP, 767 Fifth Avenue,
47th  Floor,  New  York,  NY  10153.

     Barberry is primarily engaged in the business of serving as the sole member
of  Hopper  and  investing  in  securities.  Hopper  is primarily engaged in the
business  of  serving  as  the  general  partner  of High River and investing in
securities.  Icahn  Offshore  is primarily engaged in the business of serving as
the  general  partner  of each of Icahn Master, Icahn Master II and Icahn Master
III.  Icahn  Onshore  is  primarily  engaged  in  the business of serving as the
general  partner  of  Icahn  Partners. Icahn Capital is primarily engaged in the
business  of  serving as the general partner of each of Icahn Offshore and Icahn
Onshore.  IPH  is  primarily  engaged  in the business of serving as the general
partner of Icahn Capital. Icahn Holdings is primarily engaged in the business of
holding  direct  or  indirect  interests  in various operating businesses. Icahn
Enterprises  GP  is  primarily engaged in the business of serving as the general
partner  of  each  of  Icahn  Enterprises  L.P.  and  Icahn Holdings. Beckton is
primarily  engaged  in  the  business  of  holding  the  capital  stock of Icahn
Enterprises  GP.  Mr. Carl C. Icahn is primarily engaged in serving as (i) Chief
Executive  Officer  of  Icahn  Capital  LP,  a  wholly owned subsidiary of Icahn
Enterprises  L.P.,  through  which  Mr. Icahn manages various private investment
funds,  including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master
III,  (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of
Icahn  Enterprises  L.P.,  a  New York Stock Exchange listed diversified holding
company  engaged  in  a  variety of businesses, including investment management,
automotive, casino gaming, railcar, food packaging, metals, real estate and home
fashion,  and  (iii)  Chairman  of  the Board and a director of Starfire Holding
Corporation ("Starfire"), a holding company engaged in the business of investing
in  and/or  holding securities of various entities, and as Chairman of the Board
and  a  director  of  various  of  Starfire's  subsidiaries.

     The  Direct  Beneficial  Owners  and the Beneficial Owners may be deemed to
beneficially  own,  in  the  aggregate,  11,525,000  Shares,  representing
approximately  9.98%  of  the  Corporation's  outstanding Shares (based upon the
115,533,540  Shares  stated  to  be  outstanding  as  of  July  1,  2011  by the
Corporation  in the Corporation's Form 10-Q filed for the quarterly period ended
May  31,  2011).

     High  River has sole voting power and sole dispositive power with regard to
2,304,999 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. Icahn Partners has sole
voting power and sole dispositive power with regard to 3,531,955 Shares. Each of
Icahn Onshore, Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton
and  Mr.  Icahn has shared voting power and shared dispositive power with regard
to  such  Shares.  Icahn Master has sole voting power and sole dispositive power
with  regard  to  3,808,353  Shares. Each of Icahn Offshore, Icahn Capital, IPH,
Icahn  Holdings,  Icahn  Enterprises GP, Beckton and Mr. Icahn has shared voting
power  and  shared dispositive power with regard to such Shares. Icahn Master II
has  sole  voting  power  and  sole  dispositive  power with regard to 1,310,448
Shares.  Each  of  Icahn  Offshore,  Icahn  Capital,  IPH, Icahn Holdings, Icahn
Enterprises  GP,  Beckton  and  Mr.  Icahn  has  shared  voting power and shared
dispositive  power  with regard to such Shares. Icahn Master III has sole voting
power  and  sole  dispositive power with regard to 569,245 Shares. Each of Icahn
Offshore,  Icahn Capital, IPH, Icahn Holdings, Icahn Enterprises GP, Beckton and
Mr.  Icahn  has  shared voting power and shared dispositive power with regard to
such  Shares.

     Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High  River,  may  be deemed to indirectly beneficially own the 2,304,999 Shares
which  High  River  directly  beneficially  owns.  Each  of Icahn Onshore, Icahn
Capital,  IPH,  Icahn  Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by
virtue  of  their  relationships  to Icahn Partners, may be deemed to indirectly
beneficially own the 3,531,955 Shares which Icahn Partners directly beneficially
owns.  Each  of  Icahn  Offshore,  Icahn  Capital,  IPH,  Icahn  Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Master,  Icahn  Master  II  and  Icahn  Master  III, may be deemed to indirectly
beneficially  own  the  5,688,046 Shares which Icahn Master, Icahn Master II and
Icahn  Master  III  directly  beneficially  own.


TWO YEAR SUMMARY TABLE:

     The following table indicates the date of each purchase and sale of Shares,
as  well as the exercise of call options, by Mr. Icahn and his affiliates within
the  past two years, and the number of shares in each such purchase and sale, or
exercise  of  call  options.


                                                          SHARES PURCHASED/
NAME                       DATE                           CALL OPTIONS EXERCISED
----                       ----                           ----------------------
High River               8/12/2010                                 1,000.00
High River               8/12/2010                                 8,560.00
High River               8/13/2010                               180,000.00
High River               8/16/2010                                35,826.00
High River               8/17/2010                                    80.00
High River               8/18/2010                                   420.00
High River               8/19/2010                                 2,340.00
High River               8/20/2010                                15,060.00
High River               8/23/2010                                40,000.00
High River               8/24/2010                                68,837.00
High River               8/25/2010                                50,020.00
High River               8/26/2010                                90,740.00
High River               8/27/2010                                55,040.00
High River               8/30/2010                                28,540.00
High River               8/31/2010                                37,100.00
High River                9/1/2010                                   640.00
High River                9/2/2010                                    60.00
High River              10/29/2010                                 2,920.00
High River              11/10/2010                                30,000.00
High River              11/11/2010                                 8,580.00
High River              11/12/2010                               117,483.00
High River              11/15/2010                                60,000.00
High River              11/16/2010                                60,000.00
High River              11/17/2010                                30,000.00
High River               6/17/2011                                47,593.00
High River               7/15/2011                                 7,000.00
High River                9/1/2011                             1,327,160.00 (3)

Icahn Partners           8/12/2010                                14,566.00
Icahn Partners           8/13/2010                               274,247.00
Icahn Partners           8/16/2010                                54,585.00
Icahn Partners           8/17/2010                                   122.00
Icahn Partners           8/18/2010                                   640.00
Icahn Partners           8/19/2010                                 3,565.00
Icahn Partners           8/20/2010                                22,946.00
Icahn Partners           8/23/2010                                60,944.00
Icahn Partners           8/24/2010                               104,879.00
Icahn Partners           8/25/2010                                76,210.00
Icahn Partners           8/26/2010                               138,251.00
Icahn Partners           8/27/2010                                83,859.00
Icahn Partners           8/30/2010                                43,483.00
Icahn Partners           8/31/2010                                56,526.00
Icahn Partners            9/1/2010                                   171.00
Icahn Partners            9/2/2010                                    98.00
Icahn Partners          10/29/2010                                 5,720.00
Icahn Partners          11/10/2010                                47,547.00
Icahn Partners          11/11/2010                                13,103.00
Icahn Partners          11/12/2010                               179,417.00
Icahn Partners          11/15/2010                                91,630.00
Icahn Partners          11/16/2010                                91,630.00
Icahn Partners          11/17/2010                                45,815.00
Icahn Partners           6/17/2011                                72,902.00
Icahn Partners           7/15/2011                                10,726.00
Icahn Partners            9/1/2011                             2,038,373.00 (3)

Icahn Master             8/12/2010                                16,522.00
Icahn Master             8/13/2010                               311,077.00
Icahn Master             8/16/2010                                61,916.00
Icahn Master             8/17/2010                                   139.00
Icahn Master             8/18/2010                                   725.00
Icahn Master             8/19/2010                                 4,043.00
Icahn Master             8/20/2010                                26,029.00
Icahn Master             8/23/2010                                69,127.00
Icahn Master             8/24/2010                               118,964.00
Icahn Master             8/25/2010                                86,445.00
Icahn Master             8/26/2010                               156,817.00
Icahn Master             8/27/2010                                95,121.00
Icahn Master             8/30/2010                                49,324.00
Icahn Master             8/31/2010                                64,116.00
Icahn Master              9/1/2010                                   451.00
Icahn Master              9/2/2010                                   110.00
Icahn Master            10/29/2010                                 5,324.00
Icahn Master            11/10/2010                                52,607.00
Icahn Master            11/11/2010                                14,834.00
Icahn Master            11/12/2010                               203,106.00
Icahn Master            11/15/2010                               103,729.00
Icahn Master            11/16/2010                               103,729.00
Icahn Master            11/17/2010                                51,862.00
Icahn Master             6/17/2011                                78,734.00
Icahn Master             7/15/2011                                11,567.00
Icahn Master              9/1/2011                             2,121,935.00 (3)

Icahn Master II          8/12/2010                                 4,817.00
Icahn Master II          8/13/2010                                90,691.00
Icahn Master II          8/16/2010                                18,051.00
Icahn Master II          8/17/2010                                    38.00
Icahn Master II          8/18/2010                                   213.00
Icahn Master II          8/19/2010                                 1,180.00
Icahn Master II          8/20/2010                                 7,585.00
Icahn Master II          8/23/2010                                20,155.00
Icahn Master II          8/24/2010                                34,682.00
Icahn Master II          8/25/2010                                25,202.00
Icahn Master II          8/26/2010                                45,718.00
Icahn Master II          8/27/2010                                27,731.00
Icahn Master II          8/30/2010                                14,379.00
Icahn Master II          8/31/2010                                18,693.00
Icahn Master II           9/1/2010                                 1,938.00
Icahn Master II           9/2/2010                                    32.00
Icahn Master II         11/10/2010                                12,754.00
Icahn Master II         11/11/2010                                 4,293.00
Icahn Master II         11/12/2010                                58,790.00
Icahn Master II         11/15/2010                                30,025.00
Icahn Master II         11/16/2010                                30,024.00
Icahn Master II         11/17/2010                                15,015.00
Icahn Master II          6/17/2011                                26,993.00
Icahn Master II          7/15/2011                                 3,979.00
Icahn Master II           9/1/2011                               817,470.00 (3)

Icahn Master III         8/12/2010                                 2,335.00
Icahn Master III         8/13/2010                                43,985.00
Icahn Master III         8/16/2010                                 8,754.00
Icahn Master III         8/17/2010                                    21.00
Icahn Master III         8/18/2010                                   102.00
Icahn Master III         8/19/2010                                   572.00
Icahn Master III         8/20/2010                                 3,680.00
Icahn Master III         8/23/2010                                 9,774.00
Icahn Master III         8/24/2010                                16,821.00
Icahn Master III         8/25/2010                                12,223.00
Icahn Master III         8/26/2010                                22,174.00
Icahn Master III         8/27/2010                                13,449.00
Icahn Master III         8/30/2010                                 6,974.00
Icahn Master III         8/31/2010                                 9,065.00
Icahn Master III        10/29/2010                                   636.00
Icahn Master III        11/10/2010                                 7,092.00
Icahn Master III        11/11/2010                                 2,090.00
Icahn Master III        11/12/2010                                28,619.00
Icahn Master III        11/15/2010                                14,616.00
Icahn Master III        11/16/2010                                14,617.00
Icahn Master III        11/17/2010                                 7,308.00
Icahn Master III         6/17/2011                                11,744.00
Icahn Master III         7/15/2011                                 1,728.00
Icahn Master III          9/1/2011                               330,866.00 (3)
_________________________
(3)  The  Direct  Beneficial  Owner  acquired  these Shares upon the exercise of
     call  options  as  described  on  Attachment  I-A  to  this  Annex  A.

Shares  purchased  by  each  of  the  Direct Beneficial Owners are maintained in
margin  accounts that include positions in securities in addition to the Shares.
As  of October 17, 2011, the indebtedness of (i) High River's margin account was
approximately  $649.7  million,  (ii)  Icahn  Partners'  margin  account  was
approximately  $984.5  million,  (iii)  Icahn  Master's  margin  account  was
approximately  $1,147.6  million,  (iv)  Icahn  Master  II's  margin account was
approximately  $336.4  million,  and  (v)  Icahn Master III's margin account was
approximately  $157.6  million.



                                                                         ANNEX A
                                                                  ATTACHMENT 1-A

     The following are American call options to purchase one Share of underlying
common  stock,  purchased by the Direct Beneficial Owners, which were written by
UBS  AG  with  a $9.10 strike price and an expiration date of November 16, 2012,
and  which  provided for physical settlement (unless the Direct Beneficial Owner
opted  for  a  cash settlement). These call options are further described in the
chart  set  forth  below.

     On  September  1, 2011, the Direct Beneficial Owners exercised all of their
respective  call  options.

NAME                              DATE                               QUANTITY
----                              ----                               --------
High River                     11/17/2010                           11,240.00
High River                     11/18/2010                            8,260.00
High River                     11/19/2010                            5,784.00
High River                      6/16/2011                           86,289.00
High River                      6/20/2011                            8,537.00
High River                       7/8/2011                           45,044.00
High River                      7/15/2011                           11,000.00
High River                      7/18/2011                          105,062.00
High River                      7/19/2011                          107,394.00
High River                      7/20/2011                           80,000.00
High River                      7/21/2011                          160,000.00
High River                      7/22/2011                          186,003.00
High River                      7/25/2011                           91,962.00
High River                      7/26/2011                          170,335.00
High River                      7/27/2011                          133,288.00
High River                      7/28/2011                          116,962.00

Icahn Partners                 11/17/2010                           17,165.00
Icahn Partners                 11/18/2010                           12,615.00
Icahn Partners                 11/19/2010                            8,833.00
Icahn Partners                  6/16/2011                          136,543.00
Icahn Partners                  6/20/2011                           13,076.00
Icahn Partners                   7/8/2011                           69,597.00
Icahn Partners                  7/15/2011                           16,855.00
Icahn Partners                  7/18/2011                          160,988.00
Icahn Partners                  7/19/2011                          164,560.00
Icahn Partners                  7/20/2011                          122,584.00
Icahn Partners                  7/21/2011                          245,168.00
Icahn Partners                  7/22/2011                          285,013.00
Icahn Partners                  7/25/2011                          140,913.00
Icahn Partners                  7/26/2011                          261,005.00
Icahn Partners                  7/27/2011                          204,238.00
Icahn Partners                  7/28/2011                          179,220.00

Icahn Master                   11/17/2010                           19,432.00
Icahn Master                   11/18/2010                           14,280.00
Icahn Master                   11/19/2010                           10,000.00
Icahn Master                    6/16/2011                           72,083.00
Icahn Master                    6/20/2011                           14,123.00
Icahn Master                     7/8/2011                           72,134.00
Icahn Master                    7/15/2011                           18,174.00
Icahn Master                    7/18/2011                          173,586.00
Icahn Master                    7/19/2011                          177,437.00
Icahn Master                    7/20/2011                          132,179.00
Icahn Master                    7/21/2011                          264,354.00
Icahn Master                    7/22/2011                          307,317.00
Icahn Master                    7/25/2011                          151,941.00
Icahn Master                    7/26/2011                          281,430.00
Icahn Master                    7/27/2011                          220,219.00
Icahn Master                    7/28/2011                          193,246.00

Icahn Master II                11/17/2010                            5,625.00
Icahn Master II                11/18/2010                            4,133.00
Icahn Master II                11/19/2010                            2,893.00
Icahn Master II                 6/16/2011                          112,238.00
Icahn Master II                 6/20/2011                            4,842.00
Icahn Master II                  7/8/2011                           27,111.00
Icahn Master II                 7/15/2011                            6,254.00
Icahn Master II                 7/18/2011                           59,730.00
Icahn Master II                 7/19/2011                           61,056.00
Icahn Master II                 7/20/2011                           45,481.00
Icahn Master II                 7/21/2011                           90,964.00
Icahn Master II                 7/22/2011                          105,748.00
Icahn Master II                 7/25/2011                           52,282.00
Icahn Master II                 7/26/2011                           96,841.00
Icahn Master II                 7/27/2011                           75,776.00
Icahn Master II                 7/28/2011                           66,496.00

Icahn Master III               11/17/2010                            2,738.00
Icahn Master III               11/18/2010                            2,012.00
Icahn Master III               11/19/2010                            1,410.00
Icahn Master III                6/16/2011                           24,293.00
Icahn Master III                6/20/2011                            2,108.00
Icahn Master III                 7/8/2011                           11,334.00
Icahn Master III                7/15/2011                            2,717.00
Icahn Master III                7/18/2011                           25,946.00
Icahn Master III                7/19/2011                           26,523.00
Icahn Master III                7/20/2011                           19,756.00
Icahn Master III                7/21/2011                           39,514.00
Icahn Master III                7/22/2011                           45,935.00
Icahn Master III                7/25/2011                           22,712.00
Icahn Master III                7/26/2011                           42,066.00
Icahn Master III                7/27/2011                           32,917.00
Icahn Master III                7/28/2011                           28,885.00



                                                                         ANNEX A
                                                                  ATTACHMENT 1-B

     The  following  are European put options to sell one Share of common stock,
which  were  written  by  the Direct Beneficial Owners to UBS AG and had a $9.10
strike  price  and  an expiration date of November 16, 2012 or the date on which
the  corresponding  American-style  call option described in Annex A, Attachment
1-A  is  exercised.  These  options  provided  that they settled in cash and are
further  described  in  the  chart  set  forth  below.

     On  September  1,  2011,  the Direct Beneficial Owners exercised all of the
call options described in Annex A, Attachment 1-A, and upon exercise of the call
options, all of the put options described below expired pursuant to their terms.


NAME                              DATE                               QUANTITY
----                              ----                               --------
High River                     11/17/2010                           11,240.00
High River                     11/18/2010                            8,260.00
High River                     11/19/2010                            5,784.00
High River                      6/16/2011                           86,289.00
High River                      6/20/2011                            8,537.00
High River                       7/8/2011                           45,044.00
High River                      7/15/2011                           11,000.00
High River                      7/18/2011                          105,062.00
High River                      7/19/2011                          107,394.00
High River                      7/20/2011                           80,000.00
High River                      7/21/2011                          160,000.00
High River                      7/22/2011                          186,003.00
High River                      7/25/2011                           91,962.00
High River                      7/26/2011                          170,335.00
High River                      7/27/2011                          133,288.00
High River                      7/28/2011                          116,962.00

Icahn Partners                 11/17/2010                           17,165.00
Icahn Partners                 11/18/2010                           12,615.00
Icahn Partners                 11/19/2010                            8,833.00
Icahn Partners                  6/16/2011                          136,543.00
Icahn Partners                  6/20/2011                           13,076.00
Icahn Partners                   7/8/2011                           69,597.00
Icahn Partners                  7/15/2011                           16,855.00
Icahn Partners                  7/18/2011                          160,988.00
Icahn Partners                  7/19/2011                          164,560.00
Icahn Partners                  7/20/2011                          122,584.00
Icahn Partners                  7/21/2011                          245,168.00
Icahn Partners                  7/22/2011                          285,013.00
Icahn Partners                  7/25/2011                          140,913.00
Icahn Partners                  7/26/2011                          261,005.00
Icahn Partners                  7/27/2011                          204,238.00
Icahn Partners                  7/28/2011                          179,220.00

Icahn Master                   11/17/2010                           19,432.00
Icahn Master                   11/18/2010                           14,280.00
Icahn Master                   11/19/2010                           10,000.00
Icahn Master                    6/16/2011                           72,083.00
Icahn Master                    6/20/2011                           14,123.00
Icahn Master                     7/8/2011                           72,134.00
Icahn Master                    7/15/2011                           18,174.00
Icahn Master                    7/18/2011                          173,586.00
Icahn Master                    7/19/2011                          177,437.00
Icahn Master                    7/20/2011                          132,179.00
Icahn Master                    7/21/2011                          264,354.00
Icahn Master                    7/22/2011                          307,317.00
Icahn Master                    7/25/2011                          151,941.00
Icahn Master                    7/26/2011                          281,430.00
Icahn Master                    7/27/2011                          220,219.00
Icahn Master                    7/28/2011                          193,246.00

Icahn Master II                11/17/2010                            5,625.00
Icahn Master II                11/18/2010                            4,133.00
Icahn Master II                11/19/2010                            2,893.00
Icahn Master II                 6/16/2011                          112,238.00
Icahn Master II                 6/20/2011                            4,842.00
Icahn Master II                  7/8/2011                           27,111.00
Icahn Master II                 7/15/2011                            6,254.00
Icahn Master II                 7/18/2011                           59,730.00
Icahn Master II                 7/19/2011                           61,056.00
Icahn Master II                 7/20/2011                           45,481.00
Icahn Master II                 7/21/2011                           90,964.00
Icahn Master II                 7/22/2011                          105,748.00
Icahn Master II                 7/25/2011                           52,282.00
Icahn Master II                07/26/2011                           96,841.00
Icahn Master II                07/27/2011                           75,776.00
Icahn Master II                 7/28/2011                           66,496.00

Icahn Master III               11/17/2010                            2,738.00
Icahn Master III               11/18/2010                            2,012.00
Icahn Master III               11/19/2010                            1,410.00
Icahn Master III                6/16/2011                           24,293.00
Icahn Master III                6/20/2011                            2,108.00
Icahn Master III                 7/8/2011                           11,334.00
Icahn Master III                7/15/2011                            2,717.00
Icahn Master III                7/18/2011                           25,946.00
Icahn Master III                7/19/2011                           26,523.00
Icahn Master III                7/20/2011                           19,756.00
Icahn Master III                7/21/2011                           39,514.00
Icahn Master III                7/22/2011                           45,935.00
Icahn Master III                7/25/2011                           22,712.00
Icahn Master III                7/26/2011                           42,066.00
Icahn Master III                7/27/2011                           32,917.00
Icahn Master III                7/28/2011                           28,885.00



                                                                         ANNEX B
                                                                    ATTACHMENT 1

INFORMATION  ABOUT  NOMINEES
----------------------------

NAME:                   James Unger

AGE:                    63

BUSINESS                625  N.  Main  Center
ADDRESS:                St.  Charles,  Missouri  63301

RESIDENCE               [Address redacted]
ADDRESS:

PRINCIPAL OCCUPATION    See  below
OR EMPLOYMENT:

CITIZENSHIP:            United  States  of  America

     Mr.  Unger  does  not,  and  his associates do not, own, beneficially or of
record,  any  shares  of  capital  stock  of  the  Corporation. Mr. Unger has an
interest  in  the  election  of  directors at the Annual Meeting pursuant to the
Nominee  Agreement  attached  hereto  as  Annex  D.

     Mr.  Unger  has served as Vice Chairman of American Railcar Industries Inc.
since April 2009 and has served on the board of directors since 1995. From March
1995 to April 2009, Mr. Unger served as Chief Executive Officer and President of
American  Railcar  Industries  Inc.  Mr.  Unger  also  served as a consultant to
American Railcar Industries Inc. from April 2009 to March 2010. Prior to joining
American  Railcar  Industries  Inc.,  he  served  ACF  Industries,  Inc.  as its
president  from  1988  to 1995, as its senior vice president and chief financial
officer  from  1984  to  1988  and on its board of directors from August 1993 to
March  2005.  Since 2004, Mr. Unger has served as a director of American Railcar
Leasing LLC. Since June 2003, Mr. Unger has served as president of Ohio Castings
Company,  LLC,  a joint venture in which American Railcar Industries Inc. has an
interest.  From July 2007 through August 2010, Mr. Unger served on the executive
committee  of  Axis,  LLC  (and  its  subsidiaries), an axle manufacturing joint
venture  in  which  American  Railcar Industries Inc. has an interest. From 2008
through August 2010, Mr. Unger served on the board of directors of Amtek Railcar
Industries  Private  Limited,  an Indian joint venture in which American Railcar
Industries  Inc.  has an interest. Mr. Unger served on the board of directors of
Guaranty  Financial Group and Guaranty Bank from August 2008 to August 2009. Mr.
Unger  was  on  the  board of directors of Aspen Resources Group, an oil and gas
exploration  company  from  May 2002 until April 2007. Mr. Unger participates in
several  industry  organizations, including as an executive committee member for
the  Railway  Supply  Institute,  Inc.  (RSI).  He also is a board member of the
American Railway Car Institute, a member of the project review committee for the
RSI-AAR  Railroad  Tank  Car  Safety Research Test Project, a steering committee
member  of  RSI  on  tank  railcars,  and  a  member of the National Freight and
Transportation  Association.  Mr.  Unger  served  as  a  member  of the board of
directors  of  Ranken  Technical  College  from  1990  to  2002. With respect to
American Railcar Industries Inc. and its various joint ventures mentioned above,
ACF Industries, Inc., American Railcar Leasing LLC, Guaranty Financial Group and
Guaranty Bank, Mr. Carl C. Icahn, directly or indirectly, either (i) controls or
at  such  time  controlled  such  company,  or  (ii)  at such time had or has an
interest in such company through the ownership of securities. Mr. Unger received
a  B.S.  in  Accounting  from  the  University  of  Missouri,  Columbia and is a
Certified  Public  Accountant.



                                                                         ANNEX B
                                                                    ATTACHMENT 2

INFORMATION ABOUT NOMINEES
--------------------------

NAME:                   Steve Mongillo

AGE:                    50

BUSINESS                [Address redacted]
ADDRESS:

RESIDENCE               [Address redacted]
ADDRESS:

PRINCIPAL OCCUPATION    See  below
OR EMPLOYMENT:

CITIZENSHIP:            United  States  of  America

     Mr.  Mongillo  does not, and his associates do not, own, beneficially or of
record,  any  shares  of  capital  stock of the Corporation. Mr. Mongillo has an
interest  in  the  election  of  directors at the Annual Meeting pursuant to the
Nominee  Agreement  attached  hereto  as  Annex  D.

     Mr.  Mongillo is a private investor. From 2009 to 2011, Mr. Mongillo served
as  a director of American Railcar Industries, Inc. From January 2008 to January
2011, Mr. Mongillo served as a managing director of Icahn Capital LP, the entity
through  which  Mr.  Carl Icahn managed third party investment funds. From March
2009  to  January  2011,  Mr.  Mongillo  served  as  a  director  of  WestPoint
International  Inc.  Prior to joining Icahn Capital, Mr. Mongillo worked at Bear
Stearns for 10 years, most recently as a senior managing director overseeing the
leveraged  finance  group's  efforts  in  the  healthcare,  real estate, gaming,
lodging, leisure, restaurant and education sectors. With respect to each company
mentioned  above,  except  Bear Stearns, Mr. Carl Icahn, directly or indirectly,
either  (i)  controls  or at such time controlled such company or (ii) has or at
such  time  had an interest in such company through the ownership of securities.
Mr.  Mongillo  received  a  B.A. from Trinity College and an M.B.A from the Amos
Tuck  School  of  Business  Administration  at  Dartmouth  College.




                                                                         ANNEX B
                                                                    ATTACHMENT 3

INFORMATION ABOUT NOMINEES
--------------------------

NAME:                   George Hebard

AGE:                    38

BUSINESS                767  Fifth  Avenue,  47th  Floor
ADDRESS:                New  York,  NY  10153

RESIDENCE               [Address redacted]
ADDRESS:

PRINCIPAL OCCUPATION    See  below
OR EMPLOYMENT:

CITIZENSHIP:            United  States  of  America

     Mr.  Hebard  does  not,  and his associates do not, own, beneficially or of
record,  any  shares  of  capital  stock  of  the Corporation. Mr. Hebard has an
interest  in  the  election  of  directors at the Annual Meeting pursuant to the
Nominee  Agreement  attached  hereto  as  Annex  D.

     Since  September  2011, George Hebard has been a Managing Director at Icahn
Capital  LP, the entity through which Carl C. Icahn manages investment funds. He
provides investment management expertise on equity and debt investments across a
range  of  industries. Prior to joining Mr. Icahn, from 2005 to 2011, Mr. Hebard
served  as  a  Managing  Director  at  Blue Harbour Group, an investment firm in
Greenwich,  Connecticut.  Prior  to  Blue  Harbour  Group,  Mr. Hebard served as
Managing  Director  at  Ranger  Partners  from 2002 to 2003, and prior to Ranger
Partners,  Mr.  Hebard  was an Associate at Icahn Associates Corp., from 1998 to
2002.  Mr. Hebard has an MBA from INSEAD and an A.B. in Economics from Princeton
University.



                                                                         ANNEX C


     The  written  consent  of  each  Nominee  to  being  named as a nominee for
election as a director of the Corporation and to serve as a director if elected,
is  attached  to  this  Annex  C.  If  the  Corporation requests original signed
statements  of  consents,  the  Record  Holder  will  provide  them.




                                                                         ANNEX C
                                                                    ATTACHMENT 1

                               CONSENT OF NOMINEE

     The undersigned hereby consents to being named as a nominee for election as
a  director of Commercial Metals Company (the "Company"), in the proxy statement
to  be  filed  with  the  Securities  and Exchange Commission and distributed to
Stockholders  of  the  Company by High River Limited Partnership ("High River"),
Icahn  Partners  LP  ("Icahn  Partners"),  Icahn Partners Master Fund LP ("Icahn
Master"),  Icahn  Partners  Master  Fund  II L.P. ("Icahn Master II"), and Icahn
Partners  Master  Fund  III L.P. ("Icahn Master III", and collectively with High
River,  Icahn  Partners, Icahn Master and Icahn Master II, the "Holders") and in
other  materials  in  connection with the solicitation of proxies by the Holders
from  Stockholders  of  the  Company  to  be voted at the 2012 annual meeting of
Stockholders of the Company and any adjournment thereof, and further consents to
serve  as  a  director  of  the  Company,  if  elected.

Dated: October 17, 2011


/s/ James Unger
---------------
Name:  James  Unger



                                                                         ANNEX C
                                                                    ATTACHMENT 2

                               CONSENT OF NOMINEE

     The undersigned hereby consents to being named as a nominee for election as
a  director of Commercial Metals Company (the "Company"), in the proxy statement
to  be  filed  with  the  Securities  and Exchange Commission and distributed to
Stockholders  of  the  Company by High River Limited Partnership ("High River"),
Icahn  Partners  LP  ("Icahn  Partners"),  Icahn Partners Master Fund LP ("Icahn
Master"),  Icahn  Partners  Master  Fund  II L.P. ("Icahn Master II"), and Icahn
Partners  Master  Fund  III L.P. ("Icahn Master III", and collectively with High
River,  Icahn  Partners, Icahn Master and Icahn Master II, the "Holders") and in
other  materials  in  connection with the solicitation of proxies by the Holders
from  Stockholders  of  the  Company  to  be voted at the 2012 annual meeting of
Stockholders of the Company and any adjournment thereof, and further consents to
serve  as  a  director  of  the  Company,  if  elected.

Dated: October 17, 2011


/s/ Steve Mongillo
------------------
Name:  Steve Mongillo



                                                                         ANNEX C
                                                                    ATTACHMENT 3

                               CONSENT OF NOMINEE

     The undersigned hereby consents to being named as a nominee for election as
a  director of Commercial Metals Company (the "Company"), in the proxy statement
to  be  filed  with  the  Securities  and Exchange Commission and distributed to
Stockholders  of  the  Company by High River Limited Partnership ("High River"),
Icahn  Partners  LP  ("Icahn  Partners"),  Icahn Partners Master Fund LP ("Icahn
Master"),  Icahn  Partners  Master  Fund  II L.P. ("Icahn Master II"), and Icahn
Partners  Master  Fund  III L.P. ("Icahn Master III", and collectively with High
River,  Icahn  Partners, Icahn Master and Icahn Master II, the "Holders") and in
other  materials  in  connection with the solicitation of proxies by the Holders
from  Stockholders  of  the  Company  to  be voted at the 2012 annual meeting of
Stockholders of the Company and any adjournment thereof, and further consents to
serve  as  a  director  of  the  Company,  if  elected.

Dated: October 17, 2011


/s/ George Hebard
-----------------
Name:  George Hebard



                                                                         ANNEX D


     Attached  to  this  Annex  D  is  the  form of agreement to be entered into
between  each  of the Nominees and an affiliate of the Record Holder pursuant to
which  such  affiliate has agreed to pay certain fees to the Nominees (except in
the case of Mr. Hebard who is not receiving a fee) and to indemnify the Nominees
with  respect  to  certain costs incurred by the Nominees in connection with the
proxy  contest  relating  to  the  Annual  Meeting.




                                ICAHN CAPITAL LP

                                October 17, 2011

To the undersigned potential nominee:

     This  will  confirm  our  understanding  as  follows:

     You agree that you are willing, should we so elect, to become a member of a
slate of nominees (the "Slate") to stand for election as directors of Commercial
Metals  Company  (the  "Company")  in  connection  with  a  proxy  contest  with
management of the Company in respect of the election of directors of the Company
at  the  2012  Annual  Meeting of Stockholders of Commercial Metals Company (the
"Annual  Meeting"),  expected  to be held in early 2012, or a special meeting of
stockholders  of the Company called for a similar purpose (the "Proxy Contest").

     Icahn Capital LP ("Icahn") agrees to pay the costs of the Proxy Contest.

     In addition, upon our filing of a preliminary proxy statement with the SEC,
which indicates that Icahn, or an affiliate thereof, intends to nominate you for
election at the Annual Meeting, you will be entitled to be paid $25,000 by Icahn
unless  you  are  elected  to  serve  as a director of the Company at the Annual
Meeting or a special meeting of stockholders of the Company called for a similar
purpose or in connection with a settlement of the Proxy Contest by Icahn and the
Company, in which case you will not receive any payment from Icahn in connection
with  the Proxy Contest. Payment to you pursuant to this paragraph, if any, will
be  made  by  Icahn,  subject  to the terms hereof, upon the earliest of (i) the
certification  of  the  results of the election in respect of the Proxy Contest,
(ii)  the settlement of the Proxy Contest by Icahn and the Company, or (iii) the
withdrawal  of  the  Proxy  Contest  by  Icahn.(4)

     You  understand  that  it  may  be difficult, if not impossible, to replace
nominees  who,  such  as  yourself,  have agreed to serve on the Slate and later
change their minds and determine not to seek election. Accordingly, the Slate is
relying  upon your agreement to seek election. In that connection, you are being
supplied  with  a questionnaire in which you will provide Icahn with information
necessary  for  Icahn to make appropriate disclosure both to the Company and for
use in creating the proxy material to be sent to shareholders of the Company and
to  be  filed  with the Securities and Exchange Commission. You have agreed that
(i)  you  will  immediately complete and sign the questionnaire and return it to
Andrew  Langham,  Assistant  General  Counsel,  Icahn  Enterprises LP, 767 Fifth
Avenue,  Suite  4700,  New  York,  NY  10153,  Tel:  (212)  702-4382, Fax: (212)
688-1158,  Email:  alangham@sfire.com  and  (ii) your responses to the questions
contained  therein  will  be  true and correct in all respects. In addition, you
have  agreed  that,  concurrently  with  your execution of this letter, you will
execute  the  attached  instrument directed to the Company informing the Company
that  you  consent  to  being  nominated  by Icahn, or an affiliate thereof, for
election  as  a director of the Company and, if elected, consent to serving as a
director  of  the  Company.  Upon being notified that we have chosen you, we may
forward  that instrument and your completed questionnaire (or summaries thereof)
to  the  Company.

     Icahn hereby agrees that, so long as you actually serve on the Slate, Icahn
will  defend,  indemnify  and  hold  you  harmless  from and against any and all
losses,  damages, penalties, judgments, awards, liabilities, costs, expenses and
disbursements (including, without limitation, reasonable attorneys' fees, costs,
expenses  and  disbursements) incurred by you in the event that (i) you become a
party,  or  are  threatened  to  be  made  a  party,  to  any  civil,  criminal,
administrative or arbitrative action, suit or proceeding, and any appeal thereof
relating  solely  to  your  role  as a nominee for director of Commercial Metals
Company  on the Slate (a "Proceeding") or (ii) you are called to testify or give
a deposition in any Proceeding (whether or not you are a party or are threatened
to be made a party to such Proceeding), including, in each case, the advancement
to  you  of  all  reasonable  attorneys'  costs  and expenses incurred by you in
connection  with  any  Proceeding. Your right of indemnification hereunder shall
continue  (i) in the event that Icahn determines to withdraw the Slate or remove
you  from  the  Slate  and  (ii) after the election has taken place but only for
events  which  occur  prior  to such election and subsequent to the date hereof.
Anything  to  the contrary herein notwithstanding, Icahn is not indemnifying you
for  any  action  taken  by you or on your behalf which occurs prior to the date
hereof  or  subsequent  to the Annual Meeting or such earlier time as you are no
longer  a  nominee of the Slate for election to the Company's Board of Directors
or  for  any  actions  taken  by  you  as  a director of the Company, if you are
elected.  Nothing  herein shall be construed to provide you an indemnity: (i) in
the event you are found to have engaged in a violation of any provision of state
or  federal law in connection with the Proxy Contest unless you demonstrate that
your  action  was taken in good faith and in a manner you reasonably believed to
be in or not opposed to the best interests of electing the Slate; or (ii) if you
acted  in  a manner which constitutes gross negligence or willful misconduct. In
the event that you shall make any claim for indemnification hereunder, you shall
promptly  notify  Icahn  in  the  event  of any third-party claims actually made
against  you  or known by you to be threatened. In addition, with respect to any
such  claim, Icahn shall be entitled to control your defense with counsel chosen
_________________________
(4)  This  paragraph  does  not  appear  in  the Nominee Agreement signed by Mr.
     Hebard.


by Icahn. Icahn shall not be responsible for any settlement of any claim against
you  covered by this indemnity without its prior written consent. However, Icahn
may  not enter into any settlement of any such claim without your consent unless
such  settlement includes a release of you from any and all liability in respect
of  such  claim.

     Each  of us recognizes that should you be elected to the Board of Directors
of  the  Company  all  of  your  activities  and decisions as a director will be
governed  by  applicable  law  and  subject  to  your  fiduciary  duty  to  the
stockholders  of  the  Company  and,  as a result, that there is, and can be, no
agreement  between you and Icahn which governs the decisions which you will make
as  a  director  of  the  Company.



     Should  the  foregoing agree with your understanding, please so indicate in
the  space provided below, whereupon this letter will become a binding agreement
between  us.

Very  truly  yours,


ICAHN  CAPITAL  LP


By:  __________________________
     Name:  Edward  E.  Mattner
     Title:  Authorized  Signatory




Agreed to and Accepted as of
the date first above written:


__________________________
Name: