EAGLE MATERIALS INC — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock	M	6000	$13.4250	Acquired	85272	Direct
2012-03-01	Common Stock	S	6000	$32.0517	Disposed	79272	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Non-qualified Stock Option (Right to Buy)	$13.425	M	6000	Disposed	2012-05-09	Common Stock (6000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	572	Indirect
Common Stock	543	Indirect
Restricted Common Stock Units	8359.7826	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 $32.00 to $32.15. 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.

F2: Shares vested upon achievement of certain levels of operating earnings and return on average net assets.