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                                                              EXHIBIT 10(iii)(a)

                              EMPLOYMENT AGREEMENT

      This Employment Agreement (the "Agreement") is entered into this 23rd day
of May, 2005 by and between COMMERCIAL METALS COMPANY, a Delaware corporation
(the "Employer") and MURRAY R. MCCLEAN (the "Executive"). The Employer and
Executive are collectively referred to as the "Parties," and individually as a
"Party."

                                R E C I T A L S:

      WHEREAS, Employer has promoted Executive to the position of Executive Vice
President and Chief Operating Officer effective September 20, 2004; and

      WHEREAS, the existing employment agreement between Executive and Employer
dated September 1, 1999, as amended July 10, 2000, October 2, 2000 and March 28,
2001 terminates on August 31, 2005 and the Parties desire to assure Executive's
continued employment with Employer by terminating that agreement and entering
into this Agreement to better reflect the responsibilities of Executive's new
position; and

      WHEREAS, Executive desires to be employed by Employer in this new position
pursuant to all of the terms and conditions hereinafter set forth.

      NOW, THEREFORE, in consideration of the mutual covenants herein contained,
it is agreed as follows:

      1. PURPOSE. The purpose of this Agreement is to formalize the terms and
conditions of Executive's employment with Employer as Executive Vice President
and Chief Operating Officer. This Agreement cannot be amended except by a
writing signed by both Parties.

      2. DEFINITIONS. For the purposes of this Agreement, the following words
shall have the following meanings:

            (a) "AFFILIATE" or "AFFILIATES" shall mean any corporation,
      partnership, joint venture, association, unincorporated organization or
      any other legal entity that directly, or indirectly through one or more
      intermediaries, controls or is controlled by, or is under common control
      with, the Employer.

            (b) "CAUSE" shall mean: (1) any breach by Executive of any material
      provision of this Agreement; (2) any act by Executive constituting a
      felony or otherwise involving theft, embezzlement, fraud, or gross
      dishonesty; (3) any act by Executive involving moral turpitude or willful
      misconduct that, in the good faith judgment of Board of Directors of the
      Employer either (i) causes material economic harm to the Employer or its
      Affiliates (ii) brings substantial discredit to the reputation of the
      Employer or any Affiliate, or (iii) damages or interferes with the
      relationships of the Employer or any Affiliate with any of their
      customers, suppliers, employees or other agents; (4) gross

EMPLOYMENT AGREEMENT                                                      PAGE 1

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      negligence on the part of Executive in the performance of his duties as an
      employee, officer, or director of Employer or any Affiliate; (5)
      Executive's breach of his fiduciary obligations to Employer, or (6) any
      chemical dependence of the Executive which adversely affects the
      performance of his duties and responsibilities to Employer.

            (c) "CHANGE OF CONTROL" shall mean any of the following: (i) any
      consolidation, merger or share exchange of the Employer in which the
      Employer is not the continuing or surviving corporation or pursuant to
      which shares of the Employer's Common Stock would be converted into cash,
      securities or other property, other than a consolidation, merger or share
      exchange of the Employer in which the holders of the Employer's Common
      Stock immediately prior to such transaction have the same proportionate
      ownership of Common Stock of the surviving corporation immediately after
      such transaction; (ii) any sale, lease, exchange or other transfer
      (excluding transfer by way of pledge or hypothecation) in one transaction
      or a series of related transactions, of all or substantially all of the
      assets of the Employer; (iii) the stockholders of the Employer approve any
      plan or proposal for the liquidation or dissolution of the Employer; (iv)
      the cessation of control (by virtue of their not constituting a majority
      of directors) of the Board by the individuals (the "Continuing Directors")
      who (x) at the date of this Agreement were directors or (y) become
      directors after the date of this Agreement and whose election or
      nomination for election by the Employer's stockholders, was approved by a
      vote of at least two-thirds of the directors then in office who were
      directors at the date of this Agreement or whose election or nomination
      for election was previously so approved; (v) the acquisition of beneficial
      ownership (within the meaning of Rule 13d-3 under the 1934 Act) of an
      aggregate of 20% of the voting power of the Employer's outstanding voting
      securities by any person or group (as such term is used in Rule 13d-5
      under the 1934 Act) who beneficially owned less than 15% of the voting
      power of the Employer's outstanding voting securities on the date of this
      Agreement, or the acquisition of beneficial ownership of an additional 5%
      of the voting power of the Employer's outstanding voting securities by any
      person or group who beneficially owned at least 15% of the voting power of
      the Employer's outstanding voting securities on the date of this
      Agreement, provided, however, that notwithstanding the foregoing, an
      acquisition shall not constitute a Change of Control hereunder if the
      acquiror is (x) a trustee or other fiduciary holding securities under an
      employee benefit plan of the Employer and acting in such capacity, (y) a
      Subsidiary of the Employer or a corporation owned, directly or indirectly,
      by the stockholders of the Employer in substantially the same proportions
      as their ownership of voting securities of the Employer or (z) any other
      person whose acquisition of shares of voting securities is approved in
      advance by a majority of the Continuing Directors; or (vi) in a Title 11
      bankruptcy proceeding, the appointment of a trustee or the conversion of a
      case involving the Employer to a case under Chapter 7.

            (d) "CONFIDENTIAL INFORMATION" means information (1) disclosed to or
      known by Executive as a consequence of or through his employment with
      Employer or Affiliate; (2) not generally known outside Employer or its
      Affiliates; and (3) which relates to any aspect of Employer's or
      Affiliate's business, research, or development. "Confidential Information"
      includes, but is not limited to, Employer's and Affiliate's trade secrets,
      proprietary information, business plans, marketing plans, financial
      information, compensation and benefit information, cost and pricing
      information, customer contacts,

EMPLOYMENT AGREEMENT                                                      PAGE 2

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      suppliers, vendors, and information provided to Employer or Affiliate by a
      third Party under restrictions against disclosure or use by Employer or
      others.

            (e) "CONFLICT OF INTEREST" means any situation in which the
      Executive has two or more duties or interests which are mutually
      incompatible and may tend to conflict with the proper and impartial
      discharge of the Executive's duties, responsibilities or obligations to
      Employer, including but not limited to those described in Employer's
      Policy of Business Conduct and Ethics (the "Policy") which Executive has
      either not disclosed to Employer's Board of Directors or has disclosed and
      not been granted a waiver under the provisions of such Policy.

            (f) "GOOD REASON" shall mean the occurrence, without Executive's
      written consent, of any of the following events: (1) a breach of any
      material provision of this Agreement by Employer; (2) a significant
      reduction in the authorities, duties, responsibilities, and title of the
      Executive as set forth in this Agreement; or (3) Employer's requiring the
      Executive, without his consent, to be employed at a location more than
      fifty (50) miles from the Employer's present office location in Dallas,
      Texas

        3. DURATION. This Agreement shall, unless terminated as hereinafter
provided, continue through August 31, 2009. Unless Executive or Employer gives
notice of his or its intent not to renew this Agreement no later than ninety
(90) days prior to its expiration, this Agreement shall automatically continue
in effect for successive additional one (1) year terms subject to all other
terms and conditions contained herein.

        4. DUTIES AND RESPONSIBILITIES. Upon execution of this Agreement,
Executive shall diligently render his services to Employer as Executive Vice
President and Chief Operating Officer in accordance with Employer's directives,
and shall use his best efforts and good faith in accomplishing such directives.
Executive shall report directly to the Chief Executive Officer. Executive agrees
to devote his full-time efforts, abilities, and attention (defined to mean not
normally less than forty (40) hours/week) to the business of Employer, and shall
not engage in any activities which will interfere with such efforts. Attached as
Appendix 1 is the Executive's job description.

        5. COMPENSATION AND BENEFITS. In return for the services to be provided
by Executive pursuant to this Agreement, Employer agrees to pay Executive as
follows:

            (a) SALARY. Executive shall receive an annual base salary of four
      hundred thousand dollars ($400,000.00) during the term of this Agreement
      This salary may be increased at the sole discretion of Employer's Board of
      Directors, but cannot be decreased without Executive's written consent.

            (b) DISCRETIONARY BONUS. Executive shall be eligible to receive a
      bonus (the "Discretionary Bonus") for each fiscal year of Employer ending
      August 31 during the term of this Agreement. The amount of the
      Discretionary Bonus shall be determined by, and in the sole discretion of,
      Employer's Board of Directors and shall be based upon its evaluation of
      Executive's performance during the fiscal year and such other factors or
      criteria as it may, in its sole discretion, consider.

EMPLOYMENT AGREEMENT                                                      PAGE 3

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            (c) PAYMENT AND REIMBURSEMENT OF EXPENSES. Employer shall pay or
      reimburse the Executive for all reasonable travel and other expenses
      incurred by Executive in performing his obligations under this Agreement
      in accordance with the policies and procedures of Employer provided that
      Executive properly accounts therefore in accordance with such policies and
      procedures.

            (d) FRINGE BENEFITS AND PERQUISITES. Executive shall be entitled to
      participate in or receive benefits under any plan or arrangement generally
      made available to the employees or executive officers of Employer,
      including the Employer's Key Employee Long-Term Performance and Annual
      Incentive Plans and 1996 Long-Term Incentive Plan for equity including
      periodic grants of stock options, stock appreciation rights, and/or
      restricted stock, all subject to and on a basis consistent with the terms,
      conditions, and overall administration of such plans and arrangements and
      as approved by Employer's Board of Directors in its sole discretion. To
      the extent permitted by law and the terms of Employer's benefit plans,
      including Employer's Profit Sharing and 401(k) Plan and Benefit
      Restoration Plan, prior service by Executive with a subsidiary of Employer
      shall be credited as service with Employer for purposes of vesting of any
      benefit. Employer shall furnish Executive with an automobile for the
      duration of this Agreement consistent with Employer's policies on
      automobiles furnished senior corporate executives.

            (e) VACATIONS. In accordance with the policies of Employer,
      Executive shall be entitled to the number of paid vacation days in each
      calendar year determined by Employer from time to time for its employees
      generally, but not fewer than twenty (20) business days in any calendar
      year (prorated in any calendar year in which Executive is employed
      hereunder for less than the entire year in accordance with the number of
      days in such calendar year during which Executive is so employed).

            (f) INSURANCE. Employer shall (to the extent Executive elects to
      participate in such coverage where optional) provide life insurance
      coverage, disability insurance, and hospital, surgical, medical, and
      dental benefits for Executive and his qualified dependents, all on such
      terms as Employer normally provides such benefits for its salaried
      employees and dependents.

        6. TERMINATION.

            (a) Executive's employment will terminate upon his death, or if he
      is unable to perform the functions of his position with reasonable
      accommodation for four (4) consecutive months, or for a total of six (6)
      months during any twelve (12) month period.

            (b) Employer may terminate Executive's employment at any time
      without notice for Cause or, following thirty (30) days written notice to
      Executive, without Cause.

            (c) Executive may terminate his employment upon thirty (30) days
      written notice to Employer. In the event Executive terminates his
      employment in this manner, he shall remain in Employer's employ subject to
      all terms and conditions of this Agreement for the entire thirty (30) day
      period unless instructed otherwise by Employer.

EMPLOYMENT AGREEMENT                                                      PAGE 4

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            (d) Executive may terminate this Agreement for Good Reason. Prior to
      terminating the Agreement for Good Reason, Executive must give Employer
      thirty (30) days advance written notice of his intent to terminate for
      Good Reason and the grounds therefore, such that Employer has the
      opportunity to cure and/or rectify the alleged breach. Only if Employer
      does not cure the alleged breach at the end of thirty (30) days may
      Executive terminate for Good Reason.

        7. SEVERANCE. Executive shall be entitled to the following compensation
upon termination of his employment resulting from:

            (a) TERMINATION RESULTING FROM DEATH OR DISABILITY. In the event
      Executive's employment is terminated as a result of his death or
      disability, Executive or his estate shall be entitled to the following:

                  (i) such life insurance or disability benefits as Executive
            may be entitled to pursuant to any life or disability insurance then
            maintained by the Employer for the benefit of its employees and
            executive officers and, in addition thereto, Employer shall pay a
            lump sum payment of fifty thousand dollars ($50,000.00) to Executive
            or his estate;

                  (ii) a pro-rata share of Discretionary Bonus in an amount as
            determined by Employer's Board of Directors in their sole
            discretion, payable no later than November 1 following the end of
            Employer's fiscal year during which termination occurs;

                  (iii) pursuant to the terms and conditions of the Employer's
            Key Employee Long-Term Incentive Plan, payment, at such time as all
            other participants in that plan receive payment, of any cash
            incentive attributable to periods during which Executive was
            employed;

                  (iv) to the extent permitted by the terms and conditions of
            Employer's 1996 Long-Term Incentive Plan or other applicable equity
            incentive plan(s) and to the extent authorized by the terms of each
            of Executive's outstanding award or grant agreements entered into
            pursuant to such plan(s), immediate vesting of all stock
            appreciation rights, restricted stock, and/or stock options
            previously awarded Executive; and

                  (v) to the extent permitted by the terms and conditions of the
            Profit Sharing and 401(k) Plan and Benefit Restoration Plan
            maintained by the Employer, crediting of any Employer contribution
            to the Executive's account attributable to the plan year during
            which termination occurs and accelerated full vesting of any
            previously unvested Employer contributions to the Executive's
            account in such plans.

            (b) TERMINATION WITHOUT CAUSE BY EMPLOYER OR FOR GOOD REASON BY
      EXECUTIVE. In the event Executive's employment is terminated without Cause
      by the Employer or for Good Reason by the Executive, Executive shall be
      entitled to the following:

EMPLOYMENT AGREEMENT                                                      PAGE 5

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                  (i) lump sum payment of an amount equal to 1.5 times
            Executive's then current annual base salary;

                  (ii) a cash payment in lieu of Discretionary Bonus equal to
            1.5 times the average annual Discretionary Bonus received by
            Executive for the five year period ended with Employer's last
            complete fiscal year prior to termination without Cause by the
            Employer or for Good Reason by the Executive; and

                  (ii) all those additional amounts described above in 7(a)ii,
            iii, iv and v.

            (c) TERMINATION FOR CAUSE. In the event Executive's employment is
      terminated for Cause the Executive shall not be entitled to compensation.

            (d) TERMINATION WITHOUT CAUSE BY EMPLOYER OR FOR GOOD REASON BY
      EXECUTIVE WITHIN TWELVE MONTHS FOLLOWING A CHANGE OF CONTROL. If, within
      twelve months following a Change in Control, Executive's employment is
      terminated by the Employer for any reason other than for Cause, Death or
      Disability or if Executive terminates employment for Good Reason during
      such twelve month period, Executive shall be entitled to the following:

                  (i) lump sum payment of two times Executive's then current
            annual base salary;

                  (ii) a cash payment in lieu of Discretionary Bonus equal to
            two times the average annual Discretionary Bonus received by
            Executive for the five year period ended with Employer's last
            complete fiscal year prior to the Change of Control; and

                  (iii) all those additional amounts described above in 7
            (a)iii, iv and v.

            (e) EMPLOYER'S NON-RENEWAL OF AGREEMENT. In the event, pursuant to
      Paragraph 3, the Employer elects not to renew this Employment Agreement,
      either at the end of the initial term or any successive one year
      extension, Executive shall receive a lump sum payment of one hundred
      thousand dollars ($100,000.00).

      8. NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY. Employer and
Executive acknowledge and agree that while Executive is employed pursuant to
this Agreement, he will have access to Confidential Information of Employer and
its Affiliates, will be provided with specialized training on how to perform his
duties; and will be provided contact with Employer's and Affiliates' customers
and potential customers. In consideration of all of the foregoing, Employer and
Executive agree as follows:

            (a) NON-COMPETITION DURING EMPLOYMENT. Executive agrees that for the
      duration of this Agreement, he will not compete with Employer by engaging
      in the conception, design, development, production, marketing, sourcing or
      servicing of any product or service that is substantially similar to the
      products or services which Employer or Affiliates provides, and that he
      will not work for, in any capacity, assist, or become

EMPLOYMENT AGREEMENT                                                      PAGE 6

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      affiliated with as an owner, partner, etc., either directly or indirectly,
      any individual or business which offers or performs services, or offers or
      provides products substantially similar to the services and products
      provided by Employer or Affiliates.

            (b) NON-COMPETITION AFTER EMPLOYMENT. Executive agrees that for a
      period of eighteen months after termination of his employment with
      Employer for any reason other than for Executive's termination for Good
      Cause or Employer's non-renewal of this Agreement, he will not compete
      with Employer or Affiliates by engaging in the conception, design,
      development, production, marketing, sourcing or servicing of any product
      or service that is substantially similar to the products or services which
      Employer or Affiliates provides, and that he will not work for, in any
      capacity, assist, or become affiliated with as an owner, partner, etc.,
      either directly or indirectly, any individual or business which offers or
      performs services, or offers or provides products substantially similar to
      the services and products provided by Employer or Affiliates .

            (c) CONFLICTS OF INTEREST. Executive agrees that for the duration of
      this Agreement, he will not engage, either directly or indirectly, in any
      Conflict of Interest, and that Executive will promptly inform the Chairman
      of the Audit Committee of Employer's Board of Directors as to each offer
      received by Executive to engage in any such activity. Executive further
      agrees to disclose to Employer any other facts of which Executive becomes
      aware which might involve or give rise to a Conflict of Interest or
      potential Conflict of Interest.

            (d) NON-SOLICITATION OF CUSTOMERS AND EMPLOYEES. Executive further
      agrees that for a period of eighteen months after the termination of this
      Agreement for any reason other than for Employer's non-renewal of this
      Agreement he will not either directly or indirectly, on his own behalf or
      on behalf of others (i) solicit or accept any business from any customer
      or supplier or prospective customer or supplier with whom Executive
      personally dealt or solicited at any time on or after September 1, 1999 on
      behalf of Employer or Affiliates, or (ii), solicit, attempt to hire, or
      hire any employees of Employer or Affiliates to work for Executive or for
      any other entity, firm, corporation, or individual..

            (e) CONFIDENTIAL INFORMATION. Executive further agrees that he will
      not, except as Employer may otherwise consent or direct in writing, reveal
      or disclose, sell, use, lecture upon, publish, or otherwise disclose to
      any third party any Confidential Information or proprietary information of
      Employer or Affiliates, or authorize anyone else to do these things at any
      time either during or subsequent to his employment with Employer. If
      Executive becomes legally compelled by deposition, subpoena or other court
      or governmental action to disclose any Confidential Information, then the
      Executive shall give Employer prompt notice to that effect, and will
      cooperate with Employer if Employer seeks to obtain a protective order
      concerning the Confidential Information. Executive will disclose only such
      Confidential Information as his counsel shall advise is legally required.
      Executive agrees to deliver to Employer, at any time Employer may request,
      all documents, memoranda, notes, plans, records, reports, and other
      documentation, models, components, devices, or computer software, whether
      embodied in electronic format on a computer hard drive, disk or in other
      form (and all copies of all of the foregoing), relating to the businesses,
      operations or affairs of Employer or any Affiliates and any other
      Confidential

EMPLOYMENT AGREEMENT                                                      PAGE 7

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      Information that Executive may then possess or have under his control.
      This section shall continue in full force and effect after termination of
      Executive's employment and after the termination of this Agreement for any
      reason, including expiration of this Agreement. Executive's obligations
      under this section of this Agreement with respect to any specific
      Confidential Information and proprietary information shall cease when that
      specific portion of Confidential Information and proprietary information
      becomes publicly known, in its entirety and without combining portions of
      such information obtained separately and without breach by Executive of
      his obligations under this Agreement. It is understood that such
      Confidential Information and proprietary information of Employer and
      Affiliates includes matters that Executive conceives or develops, as well
      as matters Executive learns from other employees of Employer or
      Affiliates.

            (f) BREACH. Executive agrees that any breach of Paragraphs 8(a),
      (b), (c), (d) or (e) above cannot be remedied solely by money damages, and
      that in addition to any other remedies Employer may have, Employer is
      entitled to obtain injunctive relief against Executive. Nothing herein,
      however, shall be construed as limiting Employer's right to pursue any
      other available remedy at law or in equity, including recovery of damages
      and termination of this Agreement. If the Executive is found to have
      violated Paragraph 8 (b), the Parties agree that the duration of the
      non-competition period set forth therein shall be automatically extended
      by the same period of time that Executive is determined to have been in
      violation of the restriction.

        9. ASSIGNMENT. This Agreement may be assigned by Employer, but cannot be
assigned by Executive.

        10. BINDING AGREEMENT. Executive understands that his obligations under
this Agreement are binding upon Executive's heirs, successors, personal
representatives, and legal representatives.

        11. NOTICES. All notices pursuant to this Agreement shall be in writing
and sent certified mail, return receipt requested, addressed as follows:

IF TO EXECUTIVE:                         IF TO EMPLOYER:

      Murray R. McClean                        Stanley A. Rabin - Chairman, CEO,
      5323 Tennington Park                       and President
      Dallas, Texas  75287                     Commercial Metals Company
                                               6565 N. MacArthur Blvd.
WITH A COPY TO:                                Suite 800
                                               Irving, Texas  750397

      Dan C. Dargene, Esq.
      Winstead Sechrest & Minick P.C.    WITH A COPY TO:
      5400 Renaissance Tower
      1201 Elm Street                          David M. Sudbury, Esq.
      Dallas, Texas  75270                     Commercial Metals Company
                                               6565 N. MacArthur Blvd.
                                               Suite 800
                                               Irving, Texas  750397

EMPLOYMENT AGREEMENT                                                      PAGE 8

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      12. WAIVER. No waiver by either Party to this Agreement of any right to
enforce any term or condition of this Agreement, or of any breach hereof, shall
be deemed a waiver of such right in the future or of any other right or remedy
available under this Agreement.

      13. SEVERABILITY. If any provision of this Agreement is determined to be
void, invalid, unenforceable, or against public policy, such provisions shall be
deemed severable from the Agreement, and the remaining provisions of the
Agreement will remain unaffected and in full force and effect. Furthermore, any
breach by Employer of any provision of this Agreement shall not excuse
Executive's compliance with the requirements of Paragraph 8 to the extent
otherwise enforceable.

      14. ENTIRE AGREEMENT AND UNDERSTANDING. The terms and provisions contained
herein shall constitute the entire agreement between the Parties with respect to
Executive's employment with Employer during the time period covered by this
Agreement. This Agreement replaces and supersedes any and all existing
agreements, including that employment agreement dated September 1, 1999. as
amended, entered into between the Parties. The Parties represent and warrant
that they have read and understood each and every provision of this Agreement,
and that they are free to obtain advice from legal counsel of choice, if
necessary and desired, in order to interpret any and all provisions of this
Agreement, and that both Parties have voluntarily entered into this Agreement.

      15. EFFECTIVE DATE. It is understood that this Agreement shall be
effective as of the date hereof and that the terms of this Agreement shall
remain in full force and effect both during Executive's employment and where
applicable thereafter.

      16. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas.

      IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first written above.

EXECUTIVE                              EMPLOYER

MURRAY R. McCLEAN                      COMMERCIAL METALS COMPANY


/s/ MURRAY R. MCCLEAN                  By: /s/ STANLEY A. RABIN
--------------------------------           -----------------------------------
                                           Stanley A. Rabin
                                           Chairman, President & Chief Executive
                                           Officer

EMPLOYMENT AGREEMENT                                                      PAGE 9