EXHIBIT (3)(i)b

                            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 Forty Two Million
         (42,000,000) of which Forty Million (40,000,000) 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.

         IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Stanley A. Rabin, its President, and attested by David M. Sudbury, its
Secretary this 17th day of February, 1995.

                                       COMMERCIAL METALS COMPANY


                                       By:  /s/ Stanley A. Rabin
                                          -------------------------------
                                            Stanley A. Rabin
                                            President


ATTEST:


By:  /s/ David M. Sudbury
   ------------------------------------
     David M. Sudbury
     Secretary