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December 6, 2007
VIA FACSIMILE AND EDGAR
Ms. Pamela A. Long
Division of
Corporation Finance
Securities and
Exchange Commission
100 F Street N.E.
Washington, D.C.
20549-7010
RE: CEMEX, S.A.B. de C.V. (File No. 1-14946)
Form 20-F for the Fiscal Year Ended December 31, 2006
Filed on June 29, 2007
Dear Ms. Long:
On behalf of CEMEX, S.A.B. de C.V., a publicly
traded stock corporation with variable capital (sociedad
anonima bursatil de capital variable) organized under the
laws of the United Mexican States (CEMEX), set forth
below are CEMEXs responses to the comments of the staff
of the Securities and Exchange Commission (the Staff) to
the above-referenced Form 20-F of CEMEX (the 20-F) set
forth in your letter dated November 30, 2007 (the Comment
Letter). For the convenience of the Staff, each response
has been numbered to correspond with the comments in the
Comment Letter. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the 20-
F.
FORM 20-F FOR THE YEAR ENDED DECEMBER 31, 2006
Compensation of Our Directors and Members of Our Senior
Management
1. Supplementally advise whether you have disclosed or are
required to disclose the individual annual compensation
for your named senior management under Mexican law. See
Item 6.B of Form 20-F.
CEMEX is not required to disclose the individual annual
compensation for its named senior management under Mexican
law.
Disclosure Controls and Procedures
2. We note that Hector Medina, the Executive Vice President
of Planning and Finance, has evaluated your disclosure
controls and procedures, and signed the Section 302
certification as principal financial officer; however, you
state on page 124 that Rodrigo Trevino is the chief
financial officer. Please tell us whether Mr. Medina and
Mr. Trevino are principal financial officers. If Mr.
Trevino is also a principal financial officer, he should
also evaluate the effectiveness of your disclosure
controls and procedures and sign a Section 302
certification. Note that Rule 13a-14(a) requires that
each principal executive and financial officer must
provide the certification.
Although both Hector Medina and Rodrigo Trevino are
executive officers and perform significant functions
within CEMEX, the principal financial officer of CEMEX is
Mr. Medina. Mr. Medina and not Mr. Trevino bears ultimate
responsibility for CEMEXs financial reporting and
disclosure controls and procedures, which are the matters
covered by the Section 302 certification. In CEMEXs
internal organization, Mr. Trevino, who bears the title of
chief financial officer of CEMEX and has significant
responsibilities for CEMEXs financings in both the bank
and capital markets, reports to Mr. Medina. Therefore, we
consider that Mr. Medina, as CEMEXs principal financial
officer, is the appropriate person to make the Section 302
certification.
* * * *
In connection with its responses to the Staffs
comments, CEMEX acknowledges that:
* CEMEX is responsible for the adequacy and
accuracy of the disclosure in its filings;
* Staff comments or changes to disclosure in
response to staff comments in the filings reviewed by the
Staff do not foreclose the Commission from taking any
action in respect of the filing; and
* CEMEX may not assert Staff comments as a defense
in any proceeding initiated by the Commission or any
person under the federal securities laws of the United
States.
If you have any questions regarding the
responses to the Staffs comments, or require additional
information, please contact Robert M. Chilstrom at (212)
735-2588, Adam Waitman at (212) 735-2896, Hugo Triaca at
(212) 735-2135 or the undersigned at 011-52-81-8888-4132.
Sincerely,
Ramiro G. Villarreal
General Counsel
cc: Brigitte Lippmann
Securities and Exchange Commission
Division of Corporation Finance
Luis A. Garcia Campuzano
CEMEX, S.A.B. de C.V.
Robert M. Chilstrom
Adam Waitman
Hugo Triaca
Skadden, Arps, Slate, Meagher & Flom LLP