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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            _______________________

                                    FORM 6-K

       REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934
                            _______________________

                       Date of Report: December 23, 2004

                              CEMEX, S.A. de C.V.
             (Exact name of Registrant as specified in its charter)

                                  CEMEX Corp.
                (Translation of Registrant's name into English)

                             United Mexican States
                (Jurisdiction of incorporation or organization)

               Av. Ricardo Margain Zozaya #325, Colonia del Valle
                                   Campestre
                     Garza Garcia, Nuevo Leon, Mexico 66265
                    (Address of principal executive offices)


Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.

Form 20-F [X]      Form 40-F [ ]

Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.

Yes [ ]            No [X]

If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b):

N/A

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                                    CONTENTS

     1.   Press release issued by CEMEX, S.A. de C.V., dated December 21, 2004,
          announcing the expiration of its appreciation warrants and ADWs
          (attached hereto as exhibit 1).

                                       2


                                   SIGNATURE


          Pursuant to the requirements of the Securities Exchange Act of 1934,
CEMEX, S.A. de C.V. has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




                                        CEMEX, S.A. de C.V. (Registrant)


Date: December 22, 2004                 By: /s/ Rafael Garza
                                            ------------------------------------
                                            Name:  Rafael Garza
                                            Title: Chief Comptroller

                                       3


                                 EXHIBIT INDEX


EXHIBIT NO.         DESCRIPTION
-----------         -----------

1                   Press release issued by CEMEX,  S.A. de C.V., dated
                    December 21, 2004, announcing the expiration of its
                    appreciation warrants and ADWs.

                                       4