COMMERCIAL METALS Co — Director's Dealing 2004

Nov 1, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCIAL METALS CO (CMC)
CIK: 0000022444
Period of Report: 2004-10-28

Reporting Person: MCCLEAN MURRAY R (Exec. V.P. & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-10-28	Common Stock	M	10000	$15.4375	Acquired	10000	Direct
2004-10-28	Common Stock	M	7000	$14.9063	Acquired	17000	Direct
2004-10-28	Common Stock	S	900	$35.43	Disposed	16100	Direct
2004-10-28	Common Stock	S	100	$35.45	Disposed	16000	Direct
2004-10-28	Common Stock	S	100	$35.46	Disposed	15900	Direct
2004-10-28	Common Stock	S	100	$35.48	Disposed	15800	Direct
2004-10-28	Common Stock	S	200	$35.53	Disposed	15600	Direct
2004-10-28	Common Stock	S	2900	$35.54	Disposed	12700	Direct
2004-10-28	Common Stock	S	300	$35.78	Disposed	12400	Direct
2004-10-28	Common Stock	S	400	$35.79	Disposed	12000	Direct
2004-10-28	Common Stock	S	500	$35.8	Disposed	11500	Direct
2004-10-28	Common Stock	S	200	$35.81	Disposed	11300	Direct
2004-10-28	Common Stock	S	900	$35.82	Disposed	10400	Direct
2004-10-28	Common Stock	S	500	$35.83	Disposed	9900	Direct
2004-10-28	Common Stock	S	1100	$35.84	Disposed	8800	Direct
2004-10-28	Common Stock	S	400	$35.85	Disposed	8400	Direct
2004-10-28	Common Stock	S	300	$35.86	Disposed	8100	Direct
2004-10-28	Common Stock	S	1100	$35.87	Disposed	7000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-28	Non-Qualified Stock Option (right to buy)	$14.9063	M	7000	Disposed	2005-06-11	Common Stock (7000)	Direct
2004-10-28	Non-Qualified Stock Option (right to buy)	$15.4375	M	10000	Disposed	2006-10-22	Common Stock (10000)	Direct

Footnotes

F1: 50% vests one year from date of grant; balance vests two years from date of grant.