AMENDMENT TO AMENDED/RESTATED RECEIVABLES PURCHASE AGREEMENT

Exhibit 10.1

      AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT dated as of April 20, 2005 (the “Amendment”) among CMC RECEIVABLES, INC. (the “Seller”), COMMERCIAL METALS COMPANY (the “Servicer”), THREE RIVERS FUNDING CORPORATION and LIBERTY STREET FUNDING CORP. (collectively, the “Buyers”), THE BANK OF NOVA SCOTIA and MELLON BANK, N.A. (collectively, the “Managing Agents”) and MELLON BANK, N.A., as Administrative Agent (the “Administrative Agent”).

W I T N E S S E T H :

      WHEREAS, the Seller, the Servicer, the Buyers, the Managing Agents and the Administrative Agent are parties to an Amended and Restated Receivables Purchase Agreement dated as of April 22, 2004 (the “RPA”);

      WHEREAS, the parties desire to amend the RPA;

      NOW, THEREFORE, the parties agree as follows:

SECTION 1. DEFINITIONS

      Defined terms used herein and not defined herein shall have the meanings assigned to such terms in the RPA.

SECTION 2. AMENDMENT OF RPA

      The parties hereto agree that, effective as of April 20, 2005 (the “Effective Date”), the definition of “Commitment Termination Date” set forth in Section 1.01 of the RPA shall be amended by replacing the date “April 20, 2005” set forth therein with the date “April 14, 2006”.

SECTION 3. CONDITIONS PRECEDENT

      The occurrence of the Effective Date shall be subject to the conditions precedent that the each of the Buyers shall have received this Amendment executed by each party hereto in form and substance satisfactory to it.

SECTIO