EAGLE MATERIALS INC — Director's Dealing 2012

Nov 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2012-11-28

Reporting Person: Devlin William R (SVP, Controller)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-28	Common Stock	M	14000	$26.695	Acquired	51063	Direct
2012-11-28	Common Stock	S	14000	$54.25	Disposed	37063	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-28	Non-qualified Stock Option (Right to Buy)	$26.695	M	14000	Disposed	2015-08-21	Common Stock (14000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1368	Indirect
Common Stock	1200	Indirect
Restricted Common Stock Units	1942.5221	Direct

Footnotes

F1: The reported transactions were effected for tax planning purposes.

F2: Reflects the inclusion of restricted shares inadvertently omitted from the reporting person's Form 4 filed on May 7, 2012 ("Original Form 4"). The number of securities reported on the Original Form 4 inadvertently reflected only the increase in shares held as a result of the lapsing of the restrictions on the first one-fifth of the earned restricted stock. In order to be consistent with the reporting of other earned restricted share awards, the reporting person is including the entire earned restricted stock amount in the holdings, subject to the schedule for the lapsing of restrictions on the remaining shares as stated in footnote (1) of the Original Form 4.

F3: Shares vested upon achievement of certain earnings and safety goals.