November 23, 2001

CEMEX, S.A. de C.V. (NYSE: CX) announced today that it will begin a voluntary public exchange offer of its existing appreciation warrants and American Depositary Warrants (ADW) maturing December 13, 2002, for new warrants and ADWs maturing December 21, 2004 under a one for one exchange offer. The exchange offer begins on November 23, 2001 and expires on December 20, 2001.

CEMEX will exchange one new ADW for each current ADW tendered, and will issue one new warrant for each current warrant tendered. New ADWs will trade on the New York Stock Exchange, subject to official notice of issuance and the new ADWs meeting the NYSE's required distribution criteria following the exchange offer. The new warrants will trade on the Bolsa Mexicana de Valores.

A registration statement relating to these securities was filed with and declared effective by the Securities and Exchange Commission. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities.

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 the registration or qualification under the securities laws of any such state or jurisdiction.

Salomon Smith Barney, Inc. will act as dealer-manager for the U.S. and international portions of the exchange offer and Acciones y Valores de Mexico, S.A. de C.V. will act as dealer-manager for the exchange offer in Mexico. Holders of ADWs and warrants may obtain a copy of the prospectus relating to the U.S. exchange offer from Georgeson Shareholder Communications, Inc. at (800) 223-2064. The prospectus relating to the Mexican exchange offer is available from Acciones y Valores de Mexico, S.A. de C.V. at (52 55) 5225-0677. The exchange offer is made by means of a prospectus only.

CEMEX is one of the three largest cement companies in the world, with approximately 78 million metric tons of production capacity. It is also the world's leading producer of white cement, and one of the world's largest traders of cement. CEMEX is engaged in the production, distribution, marketing, and sale of cement, ready-mix concrete, aggregates, and clinker through operating subsidiaries in five continents. For more information, visit www.cemex.com.