UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15
CERTIFICATION
AND NOTICE OF TERMINATION OF REGISTRATION
UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
SUSPENSION
OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934.
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Commission
File Number
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001-14946
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CEMEX,
S.A.B. de C.V.
CEMEX
MÉXICO, S.A. de C.V.
EMPRESAS
TOLTECA de MÉXICO, S.A. de C.V.
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(Exact
name of registrant as specified in its charter)
Av.
Ricardo Margáin Zozaya #325
Colonia
Valle del Campestre
Garza
García, Nuevo León
México
66265
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(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
9.625%
Notes due 2009 (and the guarantees with respect thereto,
guaranteed by
CEMEX
México, S.A. de C.V. and Empresas Tolteca de México, S.A. de
C.V.)
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(Title
of each class of securities covered by this Form)
American
Depositary Shares, each representing ten (10) CPOs, each CPO representing
economic interests in two (2) Series A Shares, with no par value, and one
(1) Series B Share, with no par value, in each case held in the CPO Trust
of CEMEX, S.A. de C.V.
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(Titles
of all other classes of securities for which a duty to file reports
under
section
13(a) or 15(d) remains)
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Please
place an X in the box(es) to designate the appropriate rule provision(s) relied
upon to terminate or suspend the duty to file reports:
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Rule
12g-4(a)(1)(i)
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x
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Rule
12h-3(b)(1)(i)
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Rule
12g-4(a)(1)(ii)
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¨
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Rule
12h-3(b)(1)(ii)
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¨
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Rule
12g-4(a)(2)(i)
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¨
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Rule
12h-3(b)(2)(i)
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¨
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Rule
12g-4(a)(2)(ii)
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¨
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Rule
12h-3(b)(2)(ii)
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¨
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Rule
15d-6
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¨
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Approximate
number of holders of record as of the certification or notice date:
9.625%
Notes due 2009 -175 holders.
EXPLANATORY
NOTE
This
Form 15 is being filed with respect to the 9.625% Notes due 2009 (the “Notes”)
issued by CEMEX, S.A.B. de C.V. (the “Company”). The Notes are guaranteed by
CEMEX México, S.A. de C.V. and Empresas Tolteca de México, S.A. de C.V. (the
“Guarantors”), the Company’s wholly-owned subsidiaries. The Company and the
Guarantors are filing this notice of suspension of their respective duties to
file reports with respect of the Notes and such guarantees pursuant to Section
15(d) of the Securities Exchange Act of 1934.
Pursuant
to the requirements of the Securities Exchange Act of 1934, each of CEMEX,
S.A.B. DE C.V., CEMEX México, S.A. de C.V. and Empresas Tolteca de México, S.A.
de C.V. have caused this certification/notice to be signed on their behalf by
the undersigned duly authorized persons.
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CEMEX,
S.A.B. de C.V.
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Date: April
1, 2008
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By:
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/s/
Rafael Garza
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Name:
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Rafael
Garza
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Title:
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Comptroller
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CEMEX
México, S.A. de C.V.
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Date: April
1, 2008
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By:
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/s/
Ramiro Villarreal
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Name:
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Ramiro
Villarreal
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Title:
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General
Counsel
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Empresas
Tolteca de México, S.A. de C.V.
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Date: April
1, 2008
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By:
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/s/
Rafael Garza
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Name:
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Rafael
Garza
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Title:
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Comptroller
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Instruction: This
form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and
Regulations under the Securities Exchange Act of 1934. The registrant
shall file with the Commission three copies of Form 15, one of which shall be
manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of
the person signing the form shall be typed or printed under the
signature.