EAGLE MATERIALS INC — Director's Dealing 2012

Feb 22, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-02-17

Reporting Person: ESSL GERALD J (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-17	Common Stock	M	6305	$29.0767	Acquired	51529	Direct
2012-02-17	Common Stock	S	6305	$33.1495	Disposed	45224	Direct
2012-02-21	Common Stock	M	5000	$29.0767	Acquired	50224	Direct
2012-02-21	Common Stock	S	5000	$33.10	Disposed	45224	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-17	Non-qualified Stock Option (Right to Buy)	$29.0767	M	6305	Disposed	2012-06-09	Common Stock (6305)	Direct
2012-02-21	Non-qualified Stock Option (Right to Buy)	$29.0767	M	5000	Disposed	2012-06-09	Common Stock (5000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Common Stock Units	11040.7448	Direct

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 $33.14 to $33.1801. 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: Shares vested upon achievement of certain levels of earning before interest and taxes and operational excellence goals.