September 14, 2004

CEMEX, S.A. de C.V. (NYSE: CX) announced today that it has commenced cash tender offers for any and all of its outstanding 12¾% Notes due 2006 (the "2006 Notes") and any and all of its outstanding 9.625% Notes due 2009 (the "2009 Notes").

As of the date hereof, U.S.$91.6 million aggregate principal amount of the 2006 Notes is outstanding and U.S.$200 million aggregate principal amount of the 2009 Notes is outstanding. Concurrently with the tender offers, CEMEX is soliciting consents from the holders of the 2006 Notes and 2009 Notes to amend the related indentures.

The total consideration payable for securities validly tendered and not revoked prior to the expiration of the consent solicitation will be:

For each U.S.$1,000 principal amount of 2006 Notes:

A price determined by reference to a fixed spread of 0.16% over the yield to maturity of the United States Treasury 2.75% Notes due July 31, 2006 as reported in the Bloomberg U.S. Treasury Pricing Monitor on Page PX1 at 9:00 a.m., New York City time, on September 30, 2004, plus accrued and unpaid interest to, but not including, the payment date. Of the total consideration for the 2006 Notes, U.S.$5.00 will constitute the consent payment.

For each U.S.$1,000 principal amount of 2009 Notes:

A price determined by reference to a fixed spread of 1.22% over the yield to maturity of the United States Treasury 3.375% Notes due September 15, 2009 as reported in the Bloomberg U.S. Treasury Pricing Monitor on Page PX1 at 9:00 a.m., New York City time, on September 30, 2004, plus accrued and unpaid interest to, but not including, the payment date. Of the total consideration for the 2009 Notes, U.S.$10.00 will constitute the consent payment.

Holders who tender their securities after the expiration of the consent solicitation but before the expiration of the tender offer will not receive the consent payment portion of the total consideration set forth above.

The consent solicitations will expire at 12:00 noon, New York City time, on Monday, October 4, 2004, unless extended. The tender offers will expire at 12:00 noon, New York City time, on Thursday, October 14, 2004, unless extended. CEMEX may extend or terminate either the consent solicitation relating to the 2006 Notes or the consent solicitation relating to the 2009 Notes without extending or terminating the other. CEMEX may extend or terminate either the tender offer for the 2006 Notes or the tender offer for the 2009 Notes without extending or terminating the other.

Holders tendering their 2006 Notes or their 2009 Notes prior to the expiration of the consent solicitations will be required to consent to the proposed amendments to the applicable indenture, which would eliminate several restrictive covenants relating to limitations on CEMEX's consolidated debt, maintenance of its consolidated net worth and the application of proceeds from the sale of its or its subsidiaries' assets. However, holders may consent to the proposed amendments to the applicable indenture and receive the applicable consent payment without also tendering their 2006 Notes or 2009 Notes.

The tender offer for the 2006 Notes is conditioned upon, among other things, obtaining the consents to the proposed amendments from a majority in aggregate principal amount of the outstanding 2006 Notes and 2009 Notes. The tender offer for the 2009 Notes is conditioned upon, among other things, obtaining the consents to the proposed amendments from a majority in aggregate principal amount of the outstanding 2009 Notes. The tender offer for the 2006 Notes is conditioned upon the consummation of the tender offer for the 2009 Notes; however, the tender offer for the 2009 Notes is not conditioned upon the consummation of the tender offer for the 2006 Notes.

The dealer manager for the tender offers and the solicitation agent for the consent solicitations is J.P. Morgan Securities Inc. Copies of CEMEX's Offer to Purchase and Consent Solicitation Statement containing the terms and conditions of the tender offers and consent solicitations, dated September 14, 2004, can be obtained from D.F. King & Co., Inc., the information agent (Tel: 800-431-9642).

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