COMMERCIAL METALS Co — Director's Dealing 2006

May 25, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: COMMERCIAL METALS CO (CMC)
CIK: 0000022444
Period of Report: 2006-05-23

Reporting Person: SUDBURY DAVID M (V.P., Secy. & Gen. Cnsl)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-05-23	Common Stock	A	4800	—	Acquired	518764	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-05-23	Stock Appreciation Rights	$24.57	A	15500	Acquired	2013-05-23	Common Stock (15500)	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.