EAGLE MATERIALS INC — Director's Dealing 2012

Aug 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-08-21

Reporting Person: Devlin William R (SVP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-21	Common Stock	F	529	$40.06	Disposed	23355	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Restricted Common Stock Units	1938.81	Direct
Common Stock	1362	Indirect
Common Stock	1200	Indirect

Footnotes

F1: In accordance with the issuer's Incentive Plan, this price represents the closing price per share of Common Stock on the previous trading day.

F2: 529 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 2,000 shares of restricted stock awarded to the reporting person on 8/21/2009 (Form 4 filed on 8/25/2009). Because the reporting person's restricted stock holdings have been included in the direct ownership of Common Stock disclosed by the reporting person, the reporting person's direct ownership of Common Stock has been reduced by 529 shares to reflect this tax withholding.