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: Graass James H (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-03	Common Stock	M	57681	$8.1456	Acquired	94847	Direct
2011-03-03	Common Stock	F	30279	$32.50	Disposed	64568	Direct
2011-03-04	Common Stock	M	909	$23.42	Acquired	65477	Direct
2011-03-04	Common Stock	S	909	$31.90	Disposed	64568	Direct
2011-03-04	Common Stock	M	6909	$23.42	Acquired	71477	Direct
2011-03-04	Common Stock	S	6909	$31.93	Disposed	64568	Direct
2011-03-04	Common Stock	M	2817	$23.30	Acquired	67385	Direct
2011-03-04	Common Stock	S	2817	$32.25	Disposed	64568	Direct
2011-03-04	Common Stock	M	2817	$23.30	Acquired	67385	Direct
2011-03-04	Common Stock	S	2817	$32.25	Disposed	64568	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-03	Non-qualified Stock Option (Right to Buy)	$8.1456	M	57681	Disposed	2011-05-10	Common Stock (57681)	Direct
2011-03-04	Non-qualified Stock Option (Right to Buy)	$23.42	M	909	Disposed	2011-06-26	Common Stock (909)	Direct
2011-03-04	Non-qualified Stock Option (Right to Buy)	$23.42	M	6909	Disposed	2011-06-26	Common Stock (6909)	Direct
2011-03-04	Non-qualified Stock Option (Right to Buy)	$23.30	M	2817	Disposed	2011-08-04	Common Stock (2817)	Direct
2011-03-04	Non-qualified Stock Option (Right to Buy)	$23.30	M	2817	Disposed	2011-08-04	Common Stock (2817)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	462	Indirect
Common Stock	543	Indirect

Footnotes

F1: These shares represent: (i) 14,456 shares of Common Stock tendered by Mr. Graass to pay for the exercise price in connection with the Non-Qualified Stock Option shown in Table II (with an expiration date of 5/10/2011); and (ii) 15,823 shares withheld by the Issuer to satisfy tax withholding for the required taxes. As a result of this transaction, Mr. Graass acquired an additional 27,402 shares of Common Stock.

F2: In accordance with the issuer's Incentive Plan, this price represents the closing price per share of Common Stock on the exercise date.

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 $31.90 to $31.95. 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 operating earnings and return on average net assets.

F5: Shares vested upon achievement of certain levels of earnings before interest and taxes.

F6: Shares vested upon achievement of certain levels of return on equity.