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                                                                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) per share.

         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
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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