COMMERCIAL METALS Co — Director's Dealing 2005

Jul 12, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCIAL METALS CO (CMC)
CIK: 0000022444
Period of Report: 2005-07-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-08	Common Stock	A	7700	—	Acquired	21700	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-07-08	Stock Appreciation Rights	$24.62	A	18800	Acquired	2012-07-08	Common Stock (18800)	Direct

Footnotes

F1: Award of restricted stock under 1996 Long-Term Incentive Plan. Restrictions lapse as to one-third of shares after one year, one-third after second year and as to remainder after three years.

F2: Stock Appreciation Rights issued under the 1996 Long-Term Incentive Plan. Rights vest as to one-third after one year; one-third after two years and the remainder after the third year.