-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 Ty7DkJz3bBHaa3gVpeTzVVe/WExUcA+ExSGb3tLpPBPyayNgYGAaDkreWMhwu80O
 yzmd7+r6qZZVzb9eMYeShg==

<SEC-DOCUMENT>0000950134-03-014489.txt : 20031106
<SEC-HEADER>0000950134-03-014489.hdr.sgml : 20031106
<ACCEPTANCE-DATETIME>20031105212424
ACCESSION NUMBER:		0000950134-03-014489
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20031105
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20031106

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COMMERCIAL METALS CO
		CENTRAL INDEX KEY:			0000022444
		STANDARD INDUSTRIAL CLASSIFICATION:	WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051]
		IRS NUMBER:				750725338
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0831

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04304
		FILM NUMBER:		03980877

	BUSINESS ADDRESS:	
		STREET 1:		6565 N. MACARTHUR BLVD., SUITE 800
		STREET 2:		P O BOX 1046
		CITY:			IRVING
		STATE:			TX
		ZIP:			75039
		BUSINESS PHONE:		2146894300

	MAIL ADDRESS:	
		STREET 1:		6565 N. MACARTHUR BLVD., SUITE 800
		STREET 2:		PO BOX 1046
		CITY:			IRVING
		STATE:			TX
		ZIP:			75039
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d10244e8vk.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of earliest event reported): November 5, 2003

                                   ----------

                            COMMERCIAL METALS COMPANY
             (Exact name of registrant as specified in its charter)


           DELAWARE                        1-4304                 75-0725338
(State or other jurisdiction of   (Commission File Number)     (I.R.S. Employer
        incorporation)                                       Identification No.)

    6565 N. MACARTHUR BLVD.                                         75039
         IRVING, TEXAS                                            (Zip Code)
     (Address of principal
      executive offices)

       Registrant's telephone number, including area code: (214) 689-4300


================================================================================



<PAGE>


ITEM 5. OTHER EVENTS.

         On November 5, 2003, Commercial Metals Company announced the fixed
price per $1,000 of principal amount of notes tendered pursuant to the cash
tender offer for its outstanding 7.20% Notes due 2005. A copy of the press
release is attached as Exhibit 99.1 to this report and is incorporated herein by
reference under Item 5.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (c)      Exhibits

                  99.1     Press Release dated November 5, 2003.



<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                               COMMERCIAL METALS COMPANY


                               By:    /s/ William B. Larson
                                      ------------------------------------------
                               Name:  William B. Larson
                               Title: Vice President and Chief Financial Officer

Date:  November 5, 2003


<PAGE>


                                  EXHIBIT INDEX

<Table>
<Caption>
Exhibit No.                Description of Exhibit
- -----------                ----------------------
<S>                        <C>
99.1                       Press Release dated November 5, 2003.
</Table>




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d10244exv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1

          COMMERCIAL METALS COMPANY ANNOUNCES PRICING FOR TENDER OFFER


         Dallas -- November 5, 2003 -- Commercial Metals Company (NYSE: CMC),
headquartered in Irving, Texas, today announced the reference yield for its
previously announced tender offer for any and all of the outstanding 7.20% Notes
due 2005 (the "Notes") is 1.794%. CMC will pay a price on the settlement date
equivalent to a yield to maturity equal to the sum of (a) the reference yield
and (b) a fixed spread of 0.60% plus accrued interest on the Note up to, but
excluding, the date of payment.

         Assuming a settlement date of November 13, 2003, the purchase price
would be $1,078.27 per $1,000 principal amount of Notes plus accrued interest on
the Note up to, but excluding, the date of payment.

         The offer for the Notes is made on the terms and subject to the
conditions described in the Offer to Purchase dated October 31, 2003, and the
related Letter of Transmittal.

         Goldman Sachs & Co. is acting as dealer manager. Questions concerning
the terms of the tender offer may be directed to Goldman, Sachs & Co. at
800-828-3182 (toll free) or 212-357-3019 (collect). Questions concerning the
procedures for tendering Notes or requests for the Offer to Purchase documents
may be directed to Mellon Investor Services LLC, the Information Agent and
Tender Agent, at 888-509-7937.

         This press release shall not constitute a tender offer to purchase or a
solicitation of acceptance of the tender offer, which may be made only pursuant
to the terms of the Offer to Purchase and related Letter of Transmittal. In any
jurisdiction where the laws require the tender offer to be made by a licensed
broker or dealer, the tender offer shall be deemed made on behalf of CMC by
Goldman, Sachs & Co. or one or more registered brokers or dealers under the laws
of such jurisdiction.

         Commercial Metals Company and subsidiaries manufacture, recycle and
market steel and metal products, related materials and services through a
network including 4 steel minimills, 30 steel fabrication plants, a castellated
and cellular beam fabricating plant, 5 steel joist plants, 4 steel fence post
manufacturing plants, 2 heat treating plants, a railcar rebuilding facility, 28
construction-related product warehouses, a railroad salvage company, a copper
tube mill, 44 metal recycling facilities and 15 marketing and distribution
offices in the United States and in strategic overseas markets.

                                     -(END)-

Contact: Bill Larson
         Vice President & Chief Financial Officer
         214.689.4325
         www.commercialmetals.com

2004-04



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
