COMMERCIAL METALS Co — Director's Dealing 2005

May 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCIAL METALS CO (CMC)
CIK: 0000022444
Period of Report: 2005-05-13

Reporting Person: LARSON WILLIAM B (V.P. & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-05-13	Common Stock	M	4333	$7.453	Acquired	72607.39	Direct
2005-05-13	Common Stock	F	1362	$23.72	Disposed	71245.39	Direct
2005-05-13	Common Stock	F	785	$23.72	Disposed	70460.39	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-05-13	Non-Qualified Stock Option (right to buy)	$7.453	M	4333	Disposed	2005-06-11	Common Stock (4333)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3732	Indirect

Footnotes

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