September 30, 2004

CEMEX, S.A. de C.V. ("CEMEX") announced today the determination of the consideration to be paid in its previously announced cash tender offer and consent solicitation 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").

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:
$1,168.88 of which U.S.$5.00 will constitute the consent payment.

The total consideration for the 2006 Notes was determined as of 9:00 a.m., New York City time, today 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.

For each U.S.$1,000 principal amount of 2009 Notes:
$1,221.10 of which U.S.$10.00 will constitute the consent payment.

The total consideration for the 2009 Notes was determined as of 9:00 a.m., New York City time, today 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.

Notes accepted for payment that are validly tendered subsequent to 12:00 noon, New York City time, on October 4, 2004 but on or prior to 12:00 noon, New York City time, on October 14, 2004, will receive the purchase price of $1,163.88 for each $1,000 principal amount of 2006 Notes accepted for payment in the tender offer, which is equal to the total consideration minus the consent payment of $5 per $1,000 principal amount of 2006 Notes and $,1,211.10 for each $1,000 principal amount of 2009 Notes accepted for payment in the tender offer, which is equal to the total consideration minus the consent payment of $10 per $1,000 principal amount of 2009 Notes. In addition to the total consideration or purchase price, as the case may be, payable in respect of Notes purchased in the tender offer, the Company will pay accrued and unpaid interest to but not including the payment date for Notes purchased in the tender offer.

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)

CEMEX is a leading global producer and marketer of cement and ready-mix products, with operations primarily concentrated in the world's most dynamic cement markets across four continents. CEMEX combines a deep knowledge of the local markets with its global network and information technology systems to provide world-class products and services to its customers, from individual homebuilders to large industrial contractors. For more information, visit www.cemex.com.

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