================================================================================ 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 ================================================================================ 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