June 17, 1996

CEMEX, S.A. de C.V. today announced the commencement of a tender offer to purchase for cash any and all of its outstanding $1,000,000,000 8 7/8% Notes due June 10, 1998, upon the terms and conditions described in an Offer to Purchase dated June 17, 1996. The tender offer and acceptance of tendered Notes will be conditioned upon the Company raising sufficient proceeds from a proposed issuance and sale of two series of new notes. The Company also plans to issue and sell, concurrently with the new notes and subject to necessary approvals, including the Mexican Banking and Security Commission and the Mexican Stock Exchange, approximately $350 million of ordinary participation certificates representing interests in the Company´s Series A Common Stock. The securities to be offered in the new debt and equity offerings will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption from the registration requirements of such Act.

The purchase price for each Note purchased by the Company pursuant to the tender offer will be calculated two business days prior to the scheduled expiration of the tender offer to provide investors with a spread of ( ) basis points over the applicable U.S. Treasury rate (U.S. Treasury 6% Notes due May 31, 1998) plus accrued and unpaid interest. The tender offer is not conditioned upon any minimum number of Notes being tendered and is scheduled to expire at 5:00 p.m. (New York City time) on July 15, 1996.

The Company intends, through the tender offer and concurrent new debt and equity offerings, to lengthen the average maturity of the Company´s debt and strengthen the Company´s capital structure in order to position the Company for future growth.

Goldman, Sachs & Co. and Citicorp Securities, Inc. will act as Dealer Managers for the tender offer. Citibank, N.A. will act as Depositary. D.F. King will act as Information Agent.