EXHIBIT 3(i)d

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

COMMERCIAL METALS COMPANY

     COMMERCIAL METALS COMPANY, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

     FIRST: That the Board of Directors of the Corporation, at a meeting duly held, adopted resolutions setting forth the following amendment to the Corporation’s Restated Certificate of Incorporation, declaring this amendment to be advisable and designating the next annual meeting of the stockholders of the Corporation for consideration thereof:

     The first paragraph of the present Article Fourth of the Corporation’s Restated Certificate of Incorporation shall be replaced in its entirety by the following paragraph with the remainder of the present Article Fourth remaining unchanged:

FOURTH: The aggregate number of shares of capital stock which the corporation shall have authority to issue is One Hundred Two Million (102,000,000) of which One Hundred Million (100,000,000) shares shall be Common Stock at the Par Value of Five Dollars ($5.00) per share and Two Million (2,000,000) shares shall be Preferred Stock of the Par Value of One Dollar ($1.00).

     SECOND: That thereafter, pursuant to a resolution of the Board of Directors of the Corporation, an annual meeting of stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting necessary number of shares as required by statute were voted in favor of the amendment.

     THIRD: That said amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

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     The undersigned, being the duly elected President and Chief Executive Officer of the Corporation, for the purpose of amending the Corporation’s Restated Certificate of Incorporation, does make this Certificate of Amendment of Restated Certificate of Incorporation, hereby declaring and certifying that this is the act and deed of the Corporation and the facts stated in this Certificate of Amendment of Restated Certificate of Incorporation are true, and accordingly has hereunto executed this Certificate of Amendment of Restated Certificate of Incorporation as a duly authorized officer of the Corporation this 30th day of January, 2004.

COMMERCIAL METALS COMPANY
By:	/s/ Stanley A. Rabin
	Stanley A. Rabin
	President and Chief Executive Officer

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