2003 Committee Charter : CMC

This Audit Committee Charter (Charter) sets forth the purpose and
membership requirements of the Audit Committee (the Committee) of the Board of
Directors (the Board) of Commercial Metals Company (CMC or Company) and
establishes the authority and responsibilities delegated to it by the Board.

1. Purpose.

The purpose of the Committee is to oversee:

- The integrity of the Company's financial statements and disclosures,

- The Company's compliance with legal and regulatory requirements,

- The qualifications, independence and performance of the Company's
independent auditing firm (the Independent Auditor),

- The performance of the Company's internal audit function,

- The Company's internal control systems, and

- The Company's procedures for monitoring compliance with its Code of
Business Conduct (Code of Conduct).

2. Committee Members.

2.1. Composition and Appointment.

The Committee shall consist of three (3) or more members of the Board. The
members and Chairman of the Committee shall be appointed by the Board on the
recommendation of the Nominating and Corporate Governance Committee (Governance
Committee). The Board shall fill vacancies on the Committee and may remove a
Committee member from the membership of the Committee at any time without cause.
Members shall serve until their successors are appointed by the Board.

2.2. Qualifications.

Each member of the Committee shall be independent. To be "independent," a
director may not have a relationship with the Company or its management or a
private interest in the Company that in any way may interfere with the exercise
of such Director's independence from the Company and its management. In
addition, each member of the Committee must meet the independence requirements
of applicable federal laws, including the Sarbanes-Oxley Act of 2002, (the Act),
securities laws, including the rules and regulations of the SEC and of the NYSE
as such requirements are interpreted by the Board in its business judgment.

2.3. Financial Literacy and Expertise.

Each member of the Committee shall, in the Board's judgment, be financially
literate or must become financially literate within a reasonable period of time
after such member's appointment to the Committee. At least one member of the
Committee shall, in the Board's judgment, have accounting or related financial
management expertise. In addition, in connection with the preparation of any
reports regarding the financial experience of the members of the Committee to be
included in the Company's periodic public reports, the Board shall determine
with respect to each member of the Committee whether or not, in the Board's
judgment, such member is an "audit committee financial expert," as such term is
defined by the SEC. As expressly provided by SEC rules, the Board's designation
of an "audit committee financial expert" will not be deemed an expert for any
other purpose including Section 11 of the Securities and Exchange Act of 1933
and that designation shall not impose any additional duties, obligations or
liability on such designee nor affect the duties, obligations of liability of
any other member of the Committee.


2.4. Simultaneous Service on Other Audit Committees.

If a member of the Committee serves on the audit committee (or, in the
absence of an audit committee, the board committee performing equivalent
functions, or, in the absence of such committee, the board of directors) of more
than four (4) public companies in addition to the Company, the Board must
affirmatively determine that such simultaneous service on multiple audit
committees will not impair the ability of such member to serve on the Committee.
The basis for the Board's determination shall be disclosed in the Company's
proxy statement prepared in connection with its annual meeting of stockholders.

2.5. Compensation.

The members of the Committee shall not receive any direct or indirect
compensation from the Company, other than director's fees. Members of the
Committee shall, at the discretion of the Board, be entitled to receive fees for
service on the Committee or for service as Chairman of the Committee in addition
to the normal fees paid to all directors.

3. Authority.

3.1. Continuing Education.

To help ensure that the members of the Committee have the proper knowledge
to perform their responsibilities, Committee members shall have the authority,
at the Company's expense, to attend outside educational programs, retain outside
professionals to conduct educational programs and undertake other appropriate
steps to keep current with developments in accounting, disclosure, risk
management, internal controls, auditing and other matters that are relevant to
the carrying out of the Committee's responsibilities.

3.2. Advisors.

The Committee shall have the authority (i) to retain, at the Company's
expense, accounting, legal, financial and other advisors (Advisors) it deems
necessary to fulfill its responsibilities, and (ii) determine the compensation
of such Advisors.

3.3. Investigations.

The Committee shall have the authority to conduct investigations that it
deems necessary to fulfill its responsibilities.

3.4. Information.

The Committee shall have the authority to require any officer, director or
employee of the Company, the Company's outside legal counsel and the Independent
Auditor to meet with the Committee and any of its advisors and to respond to
their inquiries. The Committee shall have full access to the books, records and
facilities of the Company in carrying out its responsibilities.

3.5. Funding.

The Committee shall have the authority to determine, on behalf of the
Company, the compensation of (i) the Independent Auditor for its services in
rendering an audit report, and (ii) any Advisors employed by the Committee
pursuant to Section 3.2.

3.6. Subcommittees.

The Committee shall have the authority to delegate authority and
responsibilities to subcommittees provided that no subcommittee shall consist of
less than two members.

4. Meetings.

4.1. Periodic Meetings.

The Committee shall meet at least once each fiscal quarter of the Company
in connection with (i) its review of the Company's earnings releases, financial
statements and the disclosures that are to be included in its Form 10-Q and Form
10-K filings with the SEC, including the disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
(ii) its preparation of the Committee's report to be included in the Company's
proxy statement in connection with the Company's annual meeting of stockholders.
The Chairman may call a special meeting at any time as he or she deems
advisable.

4.2. Executive Sessions.

The Committee shall maintain free and open communication with (i) the
Company's chief executive officer (CEO), (ii) the Company's chief financial
officer (CFO), (iii) the Company's director of internal audit (Internal
Auditor), (iv) the Independent Auditor, and (v) the Company's general counsel
(General Counsel) and shall periodically meet, in its sole discretion, in
separate executive (private) sessions with each such person to discuss any
matters that the Committee or any of them believes should be discussed privately
with the Committee.

4.3. Minutes.

Minutes of each meeting of the Committee shall be kept to document the
discharge by the Committee of its responsibilities.

4.4. Quorum.

A quorum shall consist of a majority of the Committee's members. The act of
a majority of the Committee members present at a meeting at which a quorum is
present shall be the act of the Committee.

4.5. Agenda.

The Chairman of the Committee shall prepare an agenda for each meeting of
the Committee in consultation with Committee members and any appropriate member
of the Company's management or staff. Appropriate members of the Company
management and staff shall assist the Chairman with the preparation of any
background materials necessary for any Committee meeting. Any Committee member
may request that an item be placed on an agenda or that additional pre-meeting
material be furnished the Committee.

4.6. Presiding Officer.

The Chairman of the Committee shall preside at all Committee meetings. If
the Chairman is absent at a meeting, a majority of the Committee members present
at a meeting shall appoint a different presiding officer for that meeting.

5. General Oversight.

The Committee's responsibilities shall include review of (i) major issues
regarding accounting principles and financial statement presentation, including
any significant changes in the Company's selection or application of accounting
principles, and major issues as to the adequacy of the Company's internal
controls and any special audit steps adopted in light of material control
deficiencies, (ii) any analyses prepared by management or the Independent
Auditor setting forth significant financial reporting issues and judgments made
in connection with the preparation of the Company's financial statements,
including any analyses of the effects of alternative generally accepted
accounting principles (GAAP) methods on the presentation of the Company's
financial statements, (iii) the effect of regulatory and accounting industry
initiatives, as well as off-balance sheet structures, on the Company's financial
statements, and (iv) press releases that contain information with respect to the
historical or projected financial performance of the Company (with particular
attention on the use of pro forma, or adjusted non-GAAP, information), as well
as any other financial information provided to a financial analyst or a rating
agency.

6. Independent Auditor Oversight.

6.1. Selection and Evaluation.

The Committee shall have the responsibility and sole authority for the
appointment (subject to stockholder ratification), retention, oversight,
termination and replacement of the Independent Auditor and for the approval of
all audit and engagement fees. The Committee shall annually, following the
completion of the audit reports and at such other times as it deems appropriate, evaluate the
performance of the Independent Auditor, including a specific evaluation of the
Independent Auditor's lead (or coordinating) and concurring audit partners
having responsibility for the Company's audit.

6.2. Pre-Approval of Independent Auditor Services.

6.2.1. Committee Pre-Approval. No audit services or non-audit services
shall be performed by the Independent Auditor for the Company unless first
pre-approved by the Committee and unless permitted by applicable federal
securities laws and the rules and regulations of the SEC. If the Committee
approves an audit service within the scope of the engagement of the Independent
Auditor, such audit service shall be deemed to have been pre-approved for
purposes of this Section.

6.2.2. Delegation of Pre-Approval Authority. The Committee may delegate
to one (1) or more members of the Committee the authority to grant pre-approval
of non-audit services required by this Section. The decision of any member to
whom such authority is delegated to pre-approve non-audit services shall be
reported to the full Committee at its next scheduled meeting.

6.3. Independence.

The Committee shall periodically meet with the Independent Auditor to
assess and satisfy itself that the Independent Auditor is "independent" in
accordance with the rules and regulations of the SEC. The Committee shall
annually obtain from the Independent Auditor a written statement delineating (i)
all relationships between the Independent Auditor and the Company that may
impact the Independent Auditor's objectivity and independence, (ii) confirmation
that the Company's CEO, CFO, controller, chief accounting officer, Internal
Auditor, or any person serving in an equivalent position to any of the foregoing
for the Company, was not employed by the Independent Auditor and participated in
any capacity in the audit of the Company during the one (1) year period
preceding the date of the initiation of the audit for which the Independent
Auditor is engaged, and (iii) all the disclosures required by Independence
Standards Board Standard No. 1 or any other applicable requirements including
those of the PCAOB. The Committee shall establish a policy regarding the
Company's hiring of any former employee of the Independent Auditor.

6.4. Quality Control.

The Committee shall annually obtain from the Independent Auditor a written
report describing (i) the Independent Auditor's internal quality-control
procedures, and (ii) any material issues raised by (a) the Independent Auditor's
most recent internal quality-control review, or peer review or (b) any inquiry
or investigation by governmental or professional authorities, in each case,
within the preceding five years, respecting one or more independent audits
carried out by the Independent Auditor, and any steps taken to deal with any
such issues.

6.5. Audit Partner Rotation.

The Committee shall annually obtain from the Independent Auditor a written
statement disclosing the names of all members of the audit engagement team
constituting "audit partners," including those designated as the "lead" and
"concurring" audit partners as such terms are defined by the rules and
regulations of the SEC. The statement shall confirm that the "lead",
"concurring" and each of the "audit partners" is eligible under all applicable
partner rotation rules and regulations (including effective date and transition
provisions) to provide audit services to the Company during the audit period. If
the Independent Auditor relies on the effective date or transition provisions
permitted under the rules and regulations of the SEC to permit a "lead" or
"concurring" audit partner to perform audit services for more than five (5)
consecutive years or to permit any "audit partner" to perform audit services for
more than seven (7) consecutive years the statement shall describe the basis for
such determination.

6.6. Review of Independent Auditor Reports.

The Committee shall review with management, the Internal Auditor and the
Independent Auditor all reports required to be made by the Independent Auditor
under applicable federal securities laws and the rules and regulations of the
SEC regarding (i) all critical accounting policies and practices used by the
Company,(ii) all alternative treatments of the Company's financial information within
GAAP that have been discussed with management, the ramifications of the use of
such alternative disclosures and treatments and the treatment preferred by the
Independent Auditor, (iii) all other material written communications between the
Independent Auditor and management, such as any management letter or schedule of
unadjusted differences, and (iv) management's assessment of the Company's
internal controls.

6.7. Internal Control Assessment.

The Committee shall, effective with the fiscal year beginning September 1,
2003, annually obtain from the Independent Auditor a written report in which the
Independent Auditor attests to and reports on the assessment of the Company's
internal controls made by the Company's management.

6.8. Non-audit Services.

The Committee shall review with management and decide whether to approve
the retention of the Independent Auditor for any non-auditing services proposed
to be rendered to the Company, including assessing their compatibility with
maintaining the Independent Auditor's independence. No non-audit services may be
provided to the Company by the Independent Auditor unless approved in advance by
the Committee under Section 6.2 above. The Independent Auditor shall not provide
to the Company, and the Committee shall not have the authority to approve the
provision to the Company by the Independent Auditor of, those services described
in Section 201 of the Act or any other service that the PCAOB established under
the Act determines, by regulation may not be provided to the Company by the
Independent Auditor.

6.9. Accountability.

The Independent Auditor shall report directly to the Committee and shall be
ultimately accountable to the Committee. The Committee shall obtain an annual
written statement from the Independent Auditor confirming its direct
accountability to the Committee.

6.10. Audit Assessment.

The Committee shall review with management, the Internal Auditor and the
Independent Auditor any problems or difficulties encountered in connection with
the audit process, including any restrictions on the scope of the Independent
Auditor's activities or on access to requested information, any accounting
adjustments that were noted or proposed by the Independent Auditor but that were
passed (as immaterial or otherwise), any communications between the Independent
Auditor's team assigned to the Company's audit and the Independent Auditor's
national office respecting auditing or accounting issues presented by the
Company's audit, and any "management" or "internal control" letter issued, or
proposed to be issued, by the Independent Auditor to the Company.

6.11. Required Communications.

The Committee shall discuss with the Independent Auditor the matters
required to be discussed under Statement on Auditing Standards No. 61 or any
applicable requirements including those of the PCAOB.

6.12. Disagreements.

The Committee shall periodically inquire of management and the Independent
Auditor as to any disagreements that may have occurred between them relating to
the Company's financial statements or disclosures. The Committee shall have sole
responsibility for the resolution of any disagreements between management and
the Independent Auditor regarding financial reporting.

7. Internal Auditing Oversight.

7.1. Internal Auditing Staff.

The Committee shall annually evaluate the performance of the internal
auditing department with management and the Independent Auditor.


7.2. Internal Audit Process.

The Committee shall meet periodically with the Internal Auditor, the
Independent Auditor and management to review (i) plans for the internal audit
program (including scope, responsibilities, budget and staffing) for the coming
year, (ii) the coordination of such plans with the work of the Independent
Auditor, and (iii) the progress and results of the internal auditing process.

7.3. Internal Audit Reports.

The Committee shall meet periodically with the Internal Auditor to review
any significant reports to management prepared by the internal auditing staff.
The Internal Auditor shall provide a summary of all significant internal audit
reports to the Committee each quarter.

8. Financial Statements and Disclosure Oversight.

8.1. SEC Filings and Earnings Releases and Guidance.

Prior to the filing by the Company with the SEC of any annual report on
Form 10-K or any quarterly report on Form 10-Q, the Committee shall review with
management and the Independent Auditor the financial statements and the
disclosure under "Management's Discussion and Analysis of Financial Condition
and Results of Operations" contained therein. The Committee shall periodically
review with management and the Independent Auditor the Company's procedures
(including types of information to be disclosed and the type of presentation to
be made) with respect to press releases and with respect to financial
information and earnings guidance provided to financial analysts and rating
agencies.

8.2. Accounting Changes.

The Committee shall, before their implementation, review with management
and the Independent Auditor and approve all significant changes proposed to be
made in the Company's accounting principles and practices.

8.3. Adequate Disclosure.

The Committee shall periodically inquire of management, the Independent
Auditor, the General Counsel and, if the Committee deems it appropriate, outside
legal counsel as to whether the Company's financial statements comport with the
disclosure requirements of federal securities laws, notwithstanding their
conformity to accounting principles and practices.

8.4. Criticisms.

The Committee shall periodically inquire of management, the General Counsel
and the Independent Auditor as to their knowledge of any criticism of the
Company's financial statements or disclosures by any financial analysts, rating
agencies, media sources or other reliable third-party sources. The Committee
shall establish procedures for (i) the receipt, retention, investigation and
resolution of complaints received by the Company regarding accounting, internal
accounting controls or auditing matters, and (ii) the confidential anonymous
submission by the Company's employees of concerns regarding questionable
accounting or auditing matters.

9. Internal Controls, Legal Compliance and Code of Conduct Oversight.

9.1. Internal Controls and Compliance Policies.

For the purpose of assessing their adequacy and effectiveness, the
Committee (i) shall periodically review and assess with management, the Internal
Auditor, the General Counsel and the Independent Auditor (a) the internal
control systems of the Company, including whether such controls are reasonably
designed to ensure that appropriate information comes to the attention of the
Committee in a timely manner, prevent violations of law and corporate policy and
permit the Company to prepare accurate and informative financial reports, (b)
the Company's policies on compliance with laws and regulations, and (c) the
methods and procedures for monitoring compliance with such policies, and (ii)
shall elicit from them any recommendations for the improvement of the Code of
Conduct and such controls, policies, methods and procedures. The Committee
shall review with management and the Independent Auditor, prior to its annual
filing, the internal control report (containing the annual assessment of the
effectiveness of the internal control structure and procedures of the Company
for financial reporting) that is required to be filed by the Company with the
SEC on Form 10-K.

9.2. Information Security.

The Committee shall periodically review and assess with management and the
Independent Auditor the adequacy of the security for the Company's information
systems and the Company's contingency plans in the event of a systems breakdown
or security breach.

9.3. Code of Conduct.

The Committee shall periodically inquire of management, the Internal
Auditor and the Independent Auditor as to their knowledge of (i) any violation
of the Code of Conduct, (ii) any waiver of compliance with the Code of Conduct,
and (iii) any investigations undertaken with regard to compliance with the Code
of Conduct. Any waiver of the Code of Conduct with respect to a director or
executive officer may only be granted by the Committee. All waivers granted by
the Committee shall be promptly reported to the entire Board and disclosed as
required by rules and regulations of the SEC and NYSE.

9.4. Misconduct Allegations.

The Committee shall periodically inquire of management and the General
Counsel of their knowledge of any allegations of Director or officer misconduct
or misconduct by the Company (whether made by employees or third parties).

9.5. Disagreements.

The Committee shall inquire of management, the General Counsel and, if
appropriate, outside legal counsel of any disagreements that may have occurred
between management and legal counsel regarding any public disclosures or any
other legal compliance issue.

10. Risk Management Oversight.

10.1. Risk Exposure.

The Committee shall periodically meet with management and the Independent
Auditor to review the Company's major risks or exposures and to assess the steps
taken by management to monitor and control such risks and exposures.

10.2. Insurance.

The Committee shall periodically review and assess with management and the
General Counsel insurance coverage, including Directors and Officers Liability,
property and casualty loss, and surety bonds.

10.3. Special-Purpose Entities and Off-Balance Sheet Transactions.

The Committee shall periodically meet with management, the Internal
Auditor, the General Counsel and the Independent Auditor to review and assess
all "special-purpose" entities of the Company and all complex financing
transactions involving the Company, including all related off-balance sheet
accounting matters.

10.4. Consultation with Legal Counsel.

The Committee shall periodically receive reports from, and review with the
General Counsel and, if the Committee deems appropriate, outside legal counsel
legal matters (including material claims, pending legal proceedings, government
investigations and material reports, notices or inquiries received from
governmental agencies) that may have a significant impact on the Company's
financial statements or risk management.


11. Reports and Assessments.

11.1. Board Reports.

The Chairman of the Committee shall report from time to time to the Board
on Committee actions and on the fulfillment of the Committee's responsibilities
under this Charter. Such reports shall include any issues that arise with
respect to the quality or integrity of the Company's financial statements, the
Company's compliance with legal or regulatory requirements, the performance and
independence of the Company's Independent Auditors and the performance of the
Company's internal audit function.

11.2 Charter Assessment.

The Committee shall annually review and assess the adequacy of this Charter
and advise the Board and the Governance Committee of its assessment and of its
recommendation for any changes to the Charter.

11.3 Committee Self-assessment.

The Committee shall annually review and make a self-assessment of its
performance and shall report the results of such self-assessment to the Board
and the Governance Committee.

11.4 Proxy Statement Report.

The Committee shall prepare an annual report as required by the rules and
regulations of the SEC and submit it to the Board for inclusion in the Company's
proxy statement prepared in connection with its annual meeting of stockholders.

11.5 Recommend Action.

The Committee shall annually make a determination as to whether to
recommend to the Board that the audited financials (certified by the Independent
Auditor) be included in the Company's Annual Report on Form 10-K for filing with
the SEC.

11.6 Board Access to Independent Auditor.

The Committee shall, whenever the Board of Directors or the Committee deems
it appropriate, have the Independent Auditor attend a meeting of the full Board
to discuss specific issues and to answer questions from the Directors.

12. General.

12.1. Financial Statement Responsibility.

The Company's management is responsible for the preparation, presentation
and integrity of the Company's financial statements and disclosures, and the
Independent Auditor is responsible for auditing year-end financial statements
and reviewing quarterly financial statements and conducting other procedures. It
is not the duty of the Committee to certify the Company's financial statements,
to guarantee the Independent Auditor's report, or to plan or conduct audits.
Since the primary function of the Committee is oversight, the Committee shall be
entitled to rely on the expertise, skills and knowledge of management, the
Internal Auditor and the Independent Auditor and the accuracy of information
provided to the Committee by such persons in carrying out its oversight
responsibilities. Nothing in this Charter is intended to change the
responsibilities of management and the Independent Auditor.

12.2. Charter Guidelines.

While the responsibilities of the Committee set forth in Section 4 through
11 above are contemplated to be the principal recurring activities of the
Committee in carrying out its oversight function, these responsibilities are to
serve as a guide with the understanding that the Committee may diverge from them
as it deems appropriate given the circumstances.