COMMERCIAL METALS Co — Director's Dealing 2004

Jul 16, 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: RABIN STANLEY A (Director, Chairman; Pres. & CEO; Dir.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-07-15	Common Stock	M	24000	$12.25	Acquired	405000	Direct
2004-07-15	Common Stock	F	8035	$36.59	Disposed	396965	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-07-15	Non-Qualified Stock Option (right to buy)	$12.25	M	24000	Disposed	2005-02-10	Common Stock (24000)	Direct