EAGLE MATERIALS INC — Director's Dealing 2011

Mar 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: HIRSCH LAURENCE E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-03	Common Stock	M	12600	$22.0267	Acquired	675217	Direct
2011-03-03	Common Stock	F	8539	$32.50	Disposed	666678	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-03	Non-Qualified Stock Option (Right to Buy)	$22.0267	M	12600	Disposed	2011-07-27	Common Stock (12600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5173	Indirect
Common Stock	5173	Indirect
Common Stock	845546	Indirect
Restricted Common Stock Units	10787.9976	Direct

Footnotes

F1: Excludes an aggregate of 10,346 shares previously owned directly by the reporting person which were contributed to the family limited partnerships referred to in footnote (4) below on January 31, 2007.

F2: 8,539 shares of Common Stock were tendered by Mr. Hirsch to pay for the exercise price in connection with the exercise of the Non-Qualified Stock Option shown in Table II. As a result of this transaction, Mr. Hirsch acquired an additional 4,061 shares of Common Stock.

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

F4: Represents previously made separate gifts of limited partnership interests in 2006 Hirsch Family Partnership No. 1, Ltd. and 2006 Hirsch Family Partnership No. 2, Ltd. to two family trusts, the beneficiaries of which are children of the reporting person. The reporting person disclaims beneficial ownership of the Common Stock held by these family partnerships except to the extent of his pecuniary interest therein.

F5: Shares vested immediately on the date the grant was awarded.