COMMERCIAL METALS Co — Director's Dealing 2004

Dec 27, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCIAL METALS CO (CMC)
CIK: 0000022444
Period of Report: 2004-12-22

Reporting Person: WOMACK ROBERT R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-12-22	Common Stock	S	200	$25.93	Disposed	19941.72	Direct
2004-12-22	Common Stock	S	800	$25.94	Disposed	19141.72	Direct
2004-12-22	Common Stock	S	600	$25.945	Disposed	18541.72	Direct
2004-12-22	Common Stock	S	1200	$25.97	Disposed	17341.72	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-12-22	Non-Qualified Stock Option (right to buy)	$5.493	M	6000	Disposed	2008-01-25	Common Stock (6000)	Direct
2004-12-22	Non-Qualified Stock Option (right to buy)	$5.493	M	17116	Disposed	2008-01-25	Common Stock (17116)	Direct
2004-12-22	Non-Qualified Stock Option (right to buy)	$7.55	M	3000	Disposed	2010-01-23	Common Stock (3000)	Direct
2004-12-22	Non-Qualified Stock Option (right to buy)	$7.984	M	6000	Disposed	2007-01-27	Common Stock (6000)	Direct
2004-12-22	Non-Qualified Stock Option (right to buy)	$9.024	M	6000	Disposed	2009-01-24	Common Stock (6000)	Direct
2004-12-22	Non-Qualified Stock Option (right to buy)	$9.024	M	17076	Disposed	2009-01-24	Common Stock (17076)	Direct

Footnotes

F1: Includes the additional shares to be delivered to the buyer pursuant to due bills attributable to the 2 for 1 stock split in the form of a stock dividend to holders of record December 13, 2004 to be distributed January 10, 2005.

F2: The per share price has been adjusted to reflect the per share price for all shares, including those represented by due bills resulting from the 2 for 1 stock split in the form of a stock dividend to holders of record December 13, 2004 to be distributed January 10, 2005.

F3: Includes the additional shares resulting from the 2 for 1 stock split in the form of a stock dividend to holders of record December 13, 2004 to be distributed January 10, 2005.

F4: The exercise price and number of shares have been adjusted for the 2 for 1 stock split to holders of record December 13, 2004.

F5: 50% vests one year from date of grant; balance vests two years from date of grant.

F6: Issued under the Company's 1999 Non-Employee Director Stock Option Plan.

F7: Exercisable on 1/23/04 as to 50% of the shares and 1/23/05 as to the remaining shares.