EAGLE MATERIALS INC — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EAGLE MATERIALS INC (EXP)
CIK: 0000918646
Period of Report: 2013-03-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-31	Common Stock	F	4397	$66.63	Disposed	53224	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	714	Indirect
Common Stock	543	Indirect
Restricted Common Stock Units	0	Direct

Footnotes

F1: 2,628 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of restrictions on 6,266 shares of restricted stock awarded to the reporting person on June 27, 2011 (Form 4 filed on May 7, 2012). 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 has been reduced by 2,628 to reflect this tax withholding.

F2: 1,769 shares were withheld by the issuer to satisfy income tax withholding requirements related to the reporting person's receipt of 4,217 shares of Common Stock (which includes shares for previously reported Dividend Equivalent Units which were rounded up to whole shares upon payout) upon the payout of Restricted Common Stock Units awarded to the reporting person on May 18, 2010 (Form 4 filed on 5/10/2011).

F3: In accordance with the issuer's Incentive Plan, this price represents the closing price per share of Common Stock on the previous trading date.