SOUTHDOWN INC
SC TO-T/A, EX-99.(A)(5)(F), 2000-11-06
CEMENT, HYDRAULIC
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                                                               Exhibit (a)(5)(f)

MEDIA RELATIONS              INVESTOR RELATIONS          ANALYST RELATIONS
DANIEL PEREZ WHITAKER        ABRAHAM RODRIGUEZ           Jose Antonio Gonzalez
(528) 152-2747               (528) 328-3631              (212) 317-6008
[email protected]          [email protected]        [email protected]


                                 [CEMEX LOGO]


                          CEMEX COMPLETES TENDER OFFER
                              FOR SOUTHDOWN, INC.

MONTERREY, MEXICO, November 6, 2000 - CEMEX, S.A. de C.V. (NYSE: CX) announced
today that it has successfully completed its tender offer for Southdown, Inc.
(NYSE: SDW). Approximately 91.7% of Southdown's outstanding shares were tendered
at the cash offer price of $73.00 per share.

"We are extremely pleased that the great majority of Southdown's shareholders
responded positively to our offer," said Lorenzo H. Zambrano, Chairman and CEO
of CEMEX. "By quickly completing this acquisition and merger, we are now able to
move rapidly ahead, combining our two organizations in the United States for the
benefit of our customers and of our shareholders."

Following the tender offer that commenced on October 5, 2000, CEMEX's indirect
subsidiary, CENA Acquisition Corp., has accepted for purchase and payment
33,023,207 shares of the issued and outstanding stock of Southdown. The total
includes 1,603,929 shares that have been tendered to CENA Acquisition Corp.
where delivery of the shares has been guaranteed within three business days of
the expiration of the tender offer.

Upon the terms and conditions of the merger agreement with Southdown, CEMEX
expects the tender offer to be followed by a merger of CENA Acquisition Corp.
with and into Southdown. Pursuant to this merger, those Southdown shareholders
who did not tender their shares in the tender offer


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