COMMERCIAL METALS Co — Director's Dealing 2004

May 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCIAL METALS CO (CMC)
CIK: 0000022444
Period of Report: 2004-05-07

Reporting Person: RINN RUSSELL B (V.P. & CMC Steel COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-05-07	Common Stock	M	7000	$14	Acquired	8013	Direct
2004-05-07	Common Stock	S	7000	$25.8411	Disposed	1013	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-07	Non-Qualified Stock Option (right to buy)	$14	M	7000	Disposed	2004-05-12	Common Stock (7000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10000	Indirect

Footnotes

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