EAGLE MATERIALS INC — Director's Dealing 2012

May 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-05-03

Reporting Person: ROWLEY STEVE (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-03	Common Stock	F	7546	$36.98	Disposed	386797	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2114	Indirect
Common Stock	1929	Indirect
Restricted Common Stock Units	14507.9672	Direct

Footnotes

F1: On June 27, 2011, the reporting person was granted 103,524 shares of restricted stock, subject to the achievement by the Company of performance vesting criteria based on the Company's return on invested capital measured at the end of fiscal 2012. On May 3, 2012, the performance vesting criteria was determined to have been met. In accordance with the Restricted Stock Agreement, the restrictions on one-fifth of the earned shares (20,705 shares) lapsed on the certification date. The restrictions on the remaining shares will lapse ratably on March 31 of 2013, 2014, 2015, and 2016. In connection with the payout of the first one-fifth of the earned restricted stock as described above, 7,546 shares were surrendered by the reporting person to the issuer to satisfy income tax withholding requirements.

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