COMMERCIAL METALS Co — Director's Dealing 2005

Jan 31, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCIAL METALS CO (CMC)
CIK: 0000022444
Period of Report: 2005-01-27

Reporting Person: SMITH J DAVID (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-01-27	Common Stock	A	2000	—	Acquired	2000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-01-27	Non-Qualified Stock Option (right to buy)	$27.155	A	835	Acquired	2012-01-27	Common Stock (835)	Direct

Footnotes

F1: Award of restricted stock under the Non-Employee Director Stock Plan. Restrictions lapse as to one-half of shares after one year and as to remainder after two years from transaction award date.

F2: Issued under Commercial Metals Company 1999 Non-Employee Director Stock Plan.