FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * WOMACK ROBERT R   2. Issuer Name and Ticker or Trading Symbol COMMERCIAL METALS CO [CMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 48 DOWNS LAKE CIRCLE 3. Date of Earliest Transaction (Month/Day/Year) 12/22/2004 (Street) DALLAS, TX 75230 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/22/2004   S   200 (1) D $ 25.93 (2) 19,941.72 (3) D   Common Stock 12/22/2004   S   800 (1) D $ 25.94 (2) 19,141.72 (3) D   Common Stock 12/22/2004   S   600 (1) D $ 25.945 (2) 18,541.72 (3) D   Common Stock 12/22/2004   S   1,200 (1) D $ 25.97 (2) 17,341.72 (3) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 5.493

12/22/2004

M

6,000 (4)

01/25/2002(5)

01/25/2008

Common Stock

6,000 (4)

$ 0

17,116 (4)

D

Non-Qualified Stock Option (right to buy)

$ 5.493

12/22/2004

M

17,116 (4)

01/25/2001

01/25/2008

Common Stock

17,116 (4)

$ 0

0 (4)

D

Non-Qualified Stock Option (right to buy) (6)

$ 7.55

12/22/2004

M

3,000 (4)

01/23/2004(7)

01/23/2010

Common Stock

3,000 (4)

$ 0

3,000 (4)

D

Non-Qualified Stock Option (right to buy)

$ 7.984

12/22/2004

M

6,000 (4)

01/27/2001(5)

01/27/2007

Common Stock

6,000 (4)

$ 0

0 (4)

D

Non-Qualified Stock Option (right to buy)

$ 9.024

12/22/2004

M

6,000 (4)

01/24/2003(5)

01/24/2009

Common Stock

6,000 (4)

$ 0

17,076 (4)

D

Non-Qualified Stock Option (right to buy)

$ 9.024

12/22/2004

M

17,076 (4)

01/24/2002

01/24/2009

Common Stock

17,076 (4)

$ 0

0 (4)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WOMACK ROBERT R 48 DOWNS LAKE CIRCLE DALLAS, TX 75230	X

Signatures

By: DAVID M. SUDBURY For: ROBERT R. WOMACK		12/27/2004
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes the additional shares to be delivered to the buyer pursuant to due bills attributable to the 2 for 1 stock split in the form of a stock dividend to holders of record December 13, 2004 to be distributed January 10, 2005.
(2)	The per share price has been adjusted to reflect the per share price for all shares, including those represented by due bills resulting from the 2 for 1 stock split in the form of a stock dividend to holders of record December 13, 2004 to be distributed January 10, 2005.
(3)	Includes the additional shares resulting from the 2 for 1 stock split in the form of a stock dividend to holders of record December 13, 2004 to be distributed January 10, 2005.
(4)	The exercise price and number of shares have been adjusted for the 2 for 1 stock split to holders of record December 13, 2004.
(5)	50% vests one year from date of grant; balance vests two years from date of grant.
(6)	Issued under the Company's 1999 Non-Employee Director Stock Option Plan.
(7)	Exercisable on 1/23/04 as to 50% of the shares and 1/23/05 as to the remaining shares.

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