EAGLE MATERIALS INC — Director's Dealing 2011

Feb 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2011-02-03

Reporting Person: ESSL GERALD J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-03	Common Stock	M	8445	$23.42	Acquired	37991	Direct
2011-02-03	Common Stock	S	8445	$28.58	Disposed	29546	Direct
2011-02-03	Common Stock	M	6053	$23.42	Acquired	35599	Direct
2011-02-03	Common Stock	S	6053	$29.11	Disposed	29546	Direct
2011-02-04	Common Stock	M	2392	$23.42	Acquired	31938	Direct
2011-02-04	Common Stock	S	2392	$29.25	Disposed	29546	Direct
2011-02-04	Common Stock	M	3441	$23.30	Acquired	32987	Direct
2011-02-04	Common Stock	S	3441	$29.00	Disposed	29546	Direct
2011-02-04	Common Stock	M	3441	$23.30	Acquired	32987	Direct
2011-02-04	Common Stock	S	3441	$29.14	Disposed	29546	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-02-03	Non-qualified Stock Option (Right to Buy)	$23.42	M	8445	Disposed	2011-06-26	Common Stock (8445)	Direct
2011-02-03	Non-qualified Stock Option (Right to Buy)	$23.42	M	6053	Disposed	2011-06-26	Common Stock (6053)	Direct
2011-02-04	Non-qualified Stock Option (Right to Buy)	$23.42	M	2392	Disposed	2011-06-26	Common Stock (2392)	Direct
2011-02-04	Non-qualified Stock Option (Right to Buy)	$23.30	M	3441	Disposed	2011-08-04	Common Stock (3441)	Direct
2011-02-04	Non-qualified Stock Option (Right to Buy)	$23.30	M	3441	Disposed	2011-08-04	Common Stock (3441)	Direct

Footnotes

F1: This price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions reported on this line range from $28.46 to $28.78. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F2: This price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions reported on this line range from $28.46 to $29.33. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F3: This price represents the weighted average purchase price for multiple transactions reported on this line. The prices of the transactions reported on this line range from $29.00 to $29.29. Upon request by the SEC staff, the issuer or a security holder of the issuer, the reporting person will undertake to provide full information regarding the number of shares and prices at which transactions were effected.

F4: Shares vested upon achievement of certain levels of earnings before interest and taxes.

F5: Shares vested upon achievement of certain levels of return on equity.