POWER OF ATTORNEY

	Know all by these presents, that the undersigned hereby
constitutes and appoints each of JAMES L. AUBUCHON, LOUIS A.
FEDERLE, REBECCA N. HEFFINGTON, WILLIAM B. LARSON, STANLEY A.
RABIN and DAVID M. SUDBURY, signing singly, the undersigneds
true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the
undersigneds capacity as an officer and/or director of Commercial
Metals Company (the Company), Forms 3, 4, and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and
the rules hereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4 or 5, complete and execute any
amendment or amendments thereto, and timely file such form
with the United States Securities and Exchange Commission and
any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-facts discretion.

      The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do
if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact,
or such attorney-in-facts substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigneds responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934.

	This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4 or 5
with respect to the undersigneds holdings of and transactions in
securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.

	IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of this 26th day of August, 2002.

					/s/ MALINDA G. PASSMORE