COMMERCIAL METALS Co — Director's Dealing 2004

Jul 19, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCIAL METALS CO (CMC)
CIK: 0000022444
Period of Report: 2004-07-15

Reporting Person: HOWELL LEO A (Director, V.P. & Howell Metal Co. Pres., 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-15	Common Stock	S	100	$36.64	Disposed	28820	Direct
2004-07-15	Common Stock	S	16900	$36.5	Disposed	11920	Direct
2004-07-16	Common Stock	M	17000	$15.4375	Acquired	28920	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-16	Non-Qualified Stock Option (right to buy)	$15.4375	M	17000	Disposed	2006-10-22	Common Stock (17000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	93058	Indirect

Footnotes

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