Exhibit 10.4




                        CONSENT OF INDEPENDENT AUDITORS

We hereby consent to the incorporation by reference into (i) Post-Effective
Amendment No. 3 to the Registration Statement on Form F-3 (File No. 333-11382)
of CEMEX, S.A. de C.V., (ii) the Registration Statement on Form F-3 (File No.
333-86700) of CEMEX, S.A. de C.V., (iii) the Registration Statement on Form
S-8 (File No. 333-13970) of CEMEX, S.A. de C.V. and (iv) the Registration
Statement on Form S-8 (File No. 333-83962) of CEMEX, S.A. de C.V., of our
report, dated January 15, 2003 (except for note 23, which is as of March 24,
2003), with respect to the consolidated balance sheets of CEMEX, S.A. de C.V.
and subsidiaries as of December 31, 2002 and 2001, and the related
consolidated statements of income, changes in stockholders' equity and changes
in financial position for each of the years in the three year period ended
December 31, 2002, which report appears in this Annual Report on Form 20-F of
CEMEX, S.A. de C.V.



KPMG Cardena Dosal, S.C.

 /s/  Leandro Castillo Parada
- ----------------------------------
 Leandro Castillo Parada



Monterrey, N.L., Mexico
April 8, 2003