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COMMERCIAL METALS Co Director's Dealing 2004

Oct 4, 2004

30872_dirs_2004-10-04_8fa597ba-926b-4786-850d-8441953e573f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCIAL METALS CO (CMC)
CIK: 0000022444
Period of Report: 2004-09-30

Reporting Person: FELDMAN MOSES (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-09-30 Common Stock M 8538 $18.0475 Acquired 108538 Direct
2004-09-30 Common Stock F 3928 $39.23 Disposed 104610 Direct
2004-09-30 Common Stock M 3000 $18.0475 Acquired 107610 Direct
2004-09-30 Common Stock F 1381 $39.23 Disposed 106229 Direct
2004-09-30 Common Stock M 1500 $15.1 Acquired 107729 Direct
2004-09-30 Common Stock F 578 $39.23 Disposed 107151 Direct
2004-09-30 Common Stock M 3000 $10.985 Acquired 110151 Direct
2004-09-30 Common Stock F 841 $39.23 Disposed 109310 Direct
2004-09-30 Common Stock M 3000 $15.9688 Acquired 112310 Direct
2004-09-30 Common Stock F 1222 $39.23 Disposed 111088 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2004-09-30 Non-Qualified Stock Option (right to buy) $10.985 M 3000 Disposed 2008-01-25 Common Stock (3000) Direct
2004-09-30 Non-Qualified Stock Option (right to buy) $15.1 M 1500 Disposed 2010-01-23 Common Stock (1500) Direct
2004-09-30 Non-Qualified Stock Option (right to buy) $15.9688 M 3000 Disposed 2007-01-27 Common Stock (3000) Direct
2004-09-30 Non-Qualified Stock Option (right to buy) $18.0475 M 8538 Disposed 2009-01-24 Common Stock (8538) Direct
2004-09-30 Non-Qualified Stock Option (right to buy) $18.0475 M 3000 Disposed 2009-01-24 Common Stock (3000) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 651382 Indirect

Footnotes

F1: The reporting person is one of four Trustees of the Marital Trust.

F2: 50% vests one year from date of grant; balance vests two years from date of grant.

F3: Issued under the Company's 1999 Non-Employee Director Stock Option Plan.

F4: Exercisable on 1/23/04 as to 1,500 shares and 1/23/05 as to the remaining shares.

F5: The 3,000 shares listed on Table II, in column 9 constitute a separate grant issued on the same day, at the same price, with the same expiration date and were disposed of by exercise as reported in the entry on the next line resulting in these 3,000 shares no longer being beneficially owned.