EAGLE MATERIALS INC — Director's Dealing 2011

May 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2011-05-06

Reporting Person: Devlin William R (SVP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-06	Restricted Common Stock Units	A	3811	—	Acquired	3811	Direct
2011-05-06	Common Stock	F	533	$27.49	Disposed	20358	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-05-06	Non-Qualified Stock Option (Right to Buy)	$30.735	A	4319	Acquired	2020-05-18	Common Stock (4319)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1279	Indirect
Common Stock	1200	Indirect

Footnotes

F1: See Exhibit 99

F2: 533 shares were withheld by the issuer to satisfy income tax withholding requirements related to the reporting person's receipt of 1,907 shares of Common Stock upon the payout of the first one-third of the earned RSUs and related DEUs as described in footnote (1).

F3: In accordance with the issuer's Incentive Plan, this price represents the closing price per share of Common Stock on the vesting date.

F4: On May 18, 2010, the reporting person was granted an option to purchase up to 5,750 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2011. On May 6, 2011, the performance vesting criteria were determined to have been satisfied such that 4,319 options became earned and reportable on such date. The remaining options have been forfeited. The earned options become vested and exercisable as follows: one-third are exercisable immediately; one-third become exercisable on March 31, 2012; and the remaining one-third become exercisable on March 31, 2013.