November 29, 1999

CEMEX, S.A. de C.V. (NYSE: CX) announced today the terms and conditions of the Appreciation Warrants (the “warrants”) offered to its shareholders via non-transferable rights. The warrants are being offered to CEMEX´s ADS holders in the form of American Depositary Warrants (“ADWs”). Each ADW will represent five warrants.

Each warrant will entitle its holder to receive the benefits of future appreciation in CEMEX CPOs beyond the strike price capped at certain limits (triggering levels). The appreciation, if any, will be paid in the form of CEMEX CPOs. The warrants are structured in the European style (exercisable only at maturity).
 

Size of the Offering: Up to 110 million warrants

Subscription Price: Ps$3.2808 for each warrant

                                        US$1.75 for each ADW

Subscription Ratio : 1 warrant per 16 CPO

                                          1 ADW per 16 ADS

Strike Price: US$6.20 per CPO

Triggering Levels for Mandatory Redemption:

Dec. 13, 1999 - Dec. 12, 2001    US$10.00

Dec. 13, 2001 - Dec. 12, 2002    US$ 8.00

Maturity Date: Dec. 13, 2002

Holders are required to own at least 16,000 CPOs or 16 ADSs to subscribe for any warrants or ADWs. No fractional warrants or ADWs will be issued.

The warrants are expected to trade simultaneously on the New York Stock Exchange in the form of ADWs, and on the Bolsa Mexicana de Valores (BMV). CEMEX´s board of directors and executives will be offered, at the same price, any warrants that are not purchased by shareholders.

Salomon Smith Barney Inc. will act as dealer-manager for the international portion of the offering. Acciones y Valores de Mexico, S.A. de C.V. Casa de Bolsa will act as dealer-manager for the offering in Mexico.

A registration statement relating to these securities was filed and declared effective by the Securities and Exchange Commission. The Securities and Exchange Commission and state securities regulators have not approved or disapproved of these securities. Any representation to the contrary is a criminal offense. Shareholders may obtain a copy of the prospectus relating to the offering from Georgeson Shareholder Communications Inc., the information agent for the offering. The information agent´s toll free number is (800) 223-2064. The offering is made by means of a prospectus only.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Founded in 1906, CEMEX is one of the three largest cement companies in the world with approximately 65 million metric tons of production capacity. Through operating subsidiaries positioned in four different continents, CEMEX is engaged in the production, distribution, marketing and sale of cement, ready-mix concrete, aggregates and clinker. In addition, the company is the world´s leading producer of white cement and the world´s largest trader of cement and clinker.