8-K

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                                  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 7, 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.
     IRVING, TEXAS                                                 75039
(Address of principal                                            (Zip Code)
 executive offices)

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


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ITEM 5.  OTHER EVENTS.

         On November 7, 2003, Commercial Metals Company announced the expiration
of 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 7, 2003.


ITEM 9.  REGULATION FD DISCLOSURE.

     The Company is furnishing the following information pursuant to Regulation
FD: "As part of our overall business strategy, we pursue acquisitions of and
investments in complementary companies. We are currently participating in
negotiations regarding a potential acquisition of another company for a cash
purchase price of approximately $50 million. The transaction is subject to the
negotiation of definitive agreements and other conditions and approvals. We can
give no assurance whether these negotiations will be concluded or whether this
transaction will be completed."

         The information in this Item 9 shall not be deemed "filed" for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, and is not
incorporated by reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation language in such
filing.





                                   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 7, 2003





                                  EXHIBIT INDEX



Exhibit No.                       Description of Exhibit
- -----------                -------------------------------------
                        
99.1                       Press Release dated November 7, 2003.

EX-99.1

                                                                    Exhibit 99.1

         COMMERCIAL METALS COMPANY ANNOUNCES EXPIRATION OF TENDER OFFER

         Dallas -- November 7, 2003 -- Commercial Metals Company (NYSE: CMC),
headquartered in Irving, Texas, today announced the expiration of its offer to
purchase for cash any and all of its outstanding 7.20% Notes due 2005 (the
"Notes"). The tender offer expired at 12:00 p.m. (noon), New York City time,
November 7, 2003.

         As of the expiration of the offer, a total of $89 million in aggregate
principal amount of Notes had been tendered for purchase, representing
approximately 89% of the aggregate outstanding principal amount. Assuming a
settlement date of November 12, 2003, the purchase price is $1,078.40 per $1,000
principal amount of Notes plus accrued interest on the Notes up to, but
excluding, the date of payment. Goldman, Sachs & Co. acted as dealer-manager for
the tender offer. Mellon Investor Services LLC served as information agent and
tender agent.

         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 16 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

2004-07