**Exhibit 2.4.1**

**CEMEX, S.A. de C.V.**

**AND**

**CITIBANK, N.A.,**

**As Depositary**

**AND**

**HOLDERS AND BENEFICIAL OWNERS OF AMERICAN**

**DEPOSITARY SHARES EVIDENCED**

**BY AMERICAN DEPOSITARY RECEIPTS**

 

**
 
**

**AmendmentNo. 1**

**to**

**Second Amended and Restated Deposit Agreement**

**Dated as of July 1, 2005**

**AMENDMENT NO. 1 TO DEPOSIT AGREEMENT**

**AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT**, is made as of July 1, 2005 (the“Amendment”), by and among CEMEX, S.A. de C.V., a company incorporated and existing under the laws of the United Mexican States (the “Company”), CITIBANK, N.A., a national banking association organized under the laws of theUnited States of America and acting solely as depositary (the “Depositary”) for an American Depositary Receipt facility (the “ADR Facility”) and all Holders and Beneficial Owners from time to time of American Depositary Sharesevidenced by American Depositary Receipts issued under the Deposit Agreement (as defined below). 

**WITNESSETH    THAT:**

**WHEREAS**, the parties hereto entered into that certain Second Amended and Restated Deposit Agreement, dated as ofAugust 10, 1999 (the “Deposit Agreement”), for the creation of American Depositary Receipts (“ADRs”) evidencing American Depositary Shares (“ADSs”) representing the Shares (as defined in the Deposit Agreement) sodeposited and for the execution and delivery of such ADRs evidencing such ADSs; 

**WHEREAS,**the Companyhas changed the ratio of Shares to ADSs (as set forth in Section 1.3 of the Deposit Agreement) from (i) five (5) Shares to one (1) ADS to (ii) ten (10) Shares to one (1) ADS, and desires to amend the DepositAgreement to reflect such changes; and 

**WHEREAS**, pursuant to Section 6.1 of the Deposit Agreement,the Company and the Depositary deem it necessary and desirable to amend the Deposit Agreement, the form of ADR annexed thereto as Exhibit A for the purposes set forth herein. 

**NOW, THEREFORE,**for good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the Company and the Depositary hereby agree to amend the Deposit Agreement as follows: 

**ARTICLE I**

**DEFINITIONS**

**SECTION 1.01. Definitions**. Unless otherwise defined in this Amendment, all capitalized terms used, but nototherwise defined, herein shall have the meaning given to such terms in the Deposit Agreement. 

**ARTICLE II**

**AMENDMENTS TO DEPOSIT AGREEMENT**

**SECTION 2.01. Deposit Agreement**. All references in the Deposit Agreement to the term “DepositAgreement” shall, as of the Effective Date (as herein defined), refer to the Deposit Agreement, dated as of August 10, 1999**,** as amended by this Amendment No. 1, together with all exhibits there to, as the same may be amendedand supplemented in accordance with the terms of the Deposit Agreement. 

**SECTION 2.02. Change ofRatio**. All references made in the Deposit Agreement to one (1) American Depositary Share representing five (5) Shares shall, as of the Effective Date, refer to one (1) American Depositary Share representing ten(10) Shares. 

**ARTICLE III**

**AMENDMENTS TO THE FORM OF ADR**

**SECTION 3.01. Change of Ratio**. All references made in the ADRs issued and outstanding to one(1) American Depositary Share representing five (5) Shares shall, as of the Effective Date, refer to one (1) American Depositary Share representing ten (10) Shares. 

**ARTICLE IV**

**REPRESENTATIONS AND WARRANTIES**

**SECTION 4.01. Representations and Warranties**. The Company represents and warrants to, and agrees with,the Depositary and the Holders, that: 

(a) This Amendment, when executed and delivered by the Company, and theDeposit Agreement and all other documentation executed and delivered by the Company in connection therewith, will be and have been, respectively, duly and validly authorized, executed and delivered by the Company, and constitute the legal, valid andbinding 

 

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obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws ofgeneral applicability relating to or affecting creditors’ rights and to general equity principles; 

(b) Inorder to ensure the legality, validity, enforceability or admissibility into evidence of this Amendment or the Deposit Agreement as amended hereby, and any other document furnished hereunder or thereunder in the United Mexican States, neither ofsuch agreements need to be filed or recorded with any court or other authority in the United Mexican States, nor does any stamp or similar tax need to be paid in the United Mexican States on or in respect of such agreements; and 

(c) All of the information provided to the Depositary by the Company in connection with this Amendment is true, accurateand correct. 

**ARTICLE V**

**MISCELLANEOUS**

**SECTION 5.01. Effective Date**. This Amendment is dated as of the date set forth above and shall be effectiveas of such date (the “Effective Date”). 

**SECTION 5.02. New ADRs**. From and after theEffective Date, the Depositary shall arrange to have new ADRs printed or amended that reflect the changes to the form of ADRs effected by this Amendment. All ADRs issued hereunder after the Effective Date, once such new ADRs are available, whetherupon the deposit of Shares or other Deposited Securities or upon the transfer, combination or split-up of existing ADRs, shall be substantially in the form of the specimen ADRs attached as Exhibit A hereto. However, ADRs issued prior orsubsequent to the date hereof, which do not reflect the changes to the form of ADRs effected hereby, do not need to be called in for exchange and may remain outstanding until such time as the Holders thereof choose to surrender them for any reasonunder the Deposit Agreement. The Depositary is authorized and directed to take any and all actions deemed necessary to effect the foregoing. 

**SECTION 5.03. Notice of Amendment to Holders**. The Depositary is hereby directed to send notices informingthe Holders of (i) the terms of this Amendment, (ii) the Effective Date of this Amendment and (iii) that the Holders shall be given the opportunity, but that it is unnecessary, to surrender outstanding ADRs. 

**SECTION 5.04. Indemnification**. The Company agrees to indemnify and hold harmless the Depositary (and anyand all of its directors, employees and officers) for any and all liability it or they may incur as a result of the terms of this Amendment and the transactions contemplated herein. 

 

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**SECTION 5.05. Ratification**. Except as expressly amendedhereby, the terms, covenants and conditions of the Deposit Agreement as originally executed shall remain in full force and effect. 

 

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**IN WITNESS WHEREOF,** the Company and the Depositary have caused thisAmendment to be executed by representatives thereunto duly authorized as of the date set forth above. 

 

**CEMEX, S.A. de C.V.**

By:
 
/s/ Ramiro Villarreal

Name:
 
Ramiro Villarreal

Title:
 
General Counsel

**CITIBANK, N.A.,** as Depositary

By:
 
/s/ Ana María Carassó

Name:
 
Ana María Carassó

Title:
 
Vice President

 

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