EAGLE MATERIALS INC — Director's Dealing 2011

Mar 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2011-03-08

Reporting Person: Graass James H (EVP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-08	Common Stock	M	5028	$8.1456	Acquired	69596	Direct
2011-03-08	Common Stock	S	5028	$32.56	Disposed	64568	Direct
2011-03-09	Common Stock	M	15000	$8.1456	Acquired	79568	Direct
2011-03-09	Common Stock	S	15000	$31.62	Disposed	64568	Direct
2011-03-10	Common Stock	M	15000	$8.1456	Acquired	79568	Direct
2011-03-10	Common Stock	S	15000	$30.76	Disposed	64568	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-08	Non-qualified Stock Option (Right to Buy)	$8.1456	M	5028	Disposed	2011-05-10	Common Stock (5028)	Direct
2011-03-09	Non-qualified Stock Option (Right to Buy)	$8.1456	M	15000	Disposed	2011-05-10	Common Stock (15000)	Direct
2011-03-10	Non-qualified Stock Option (Right to Buy)	$8.1456	M	15000	Disposed	2011-05-10	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	462	Indirect
Common Stock	543	Indirect

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 $32.50 to $32.77. 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 $31.50 to $31.85. 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 $30.60 to $31.15. 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.