EAGLE MATERIALS INC — Director's Dealing 2011

Jan 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2011-01-03

Reporting Person: NICOLAIS MICHAEL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-03	Common Stock	M	933	$9.9064	Acquired	9321	Direct
2011-01-03	Common Stock	S	933	$29.00	Disposed	8388	Direct
2011-01-03	Common Stock	M	2067	$22.0267	Acquired	10455	Direct
2011-01-03	Common Stock	S	2067	$29.00	Disposed	8388	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-03	Non-qualified Stock Option (Right to Buy)	$9.9064	M	933	Disposed	2011-07-16	Common Stock (933)	Direct
2011-01-03	Non-qualified Stock Option (Right to Buy)	$22.0267	M	2067	Disposed	2011-07-27	Common Stock (2067)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1550	Indirect
Common Stock	3500	Indirect
Common Stock	1386	Indirect
Common Stock	555	Indirect
Common Stock	555	Indirect
Restricted Common Stock Units	3643.2807	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan previously adopted by the reporting person.

F2: These shares are held by wife as custodian for the reporting person's children. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 of the Exchange Act or for any other purpose.

F3: Shares vested upon achievement of certain levels of operating earnings and return on average net assets.

F4: Shares vested immediately on the date the grant was awarded.