Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Graass James H
   2. Issuer Name and Ticker or Trading Symbol
EAGLE MATERIALS INC [EXP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & General Counsel
(Last)
(First)
(Middle)
3811 TURTLE CREEK BLVD., STE #1100		 3. Date of Earliest Transaction (Month/Day/Year)
03/03/2011
(Street)

DALLAS, TX 75219		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/03/2011   M   57,681 A $ 8.1456 94,847 D  
Common Stock 03/03/2011   F   30,279 (1) D $ 32.5 (2) 64,568 D  
Common Stock 03/04/2011   M   909 A $ 23.42 65,477 D  
Common Stock 03/04/2011   S   909 D $ 31.9 64,568 D  
Common Stock 03/04/2011   M   6,909 A $ 23.42 71,477 D  
Common Stock 03/04/2011   S   6,909 D $ 31.93 (3) 64,568 D  
Common Stock 03/04/2011   M   2,817 A $ 23.3 67,385 D  
Common Stock 03/04/2011   S   2,817 D $ 32.25 64,568 D  
Common Stock 03/04/2011   M   2,817 A $ 23.3 67,385 D  
Common Stock 03/04/2011   S   2,817 D $ 32.25 64,568 D  
Common Stock               462 I By 401(k)
Common Stock               543 I By Reporting Person's IRA

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-qualified Stock Option (Right to Buy) $ 8.1456 03/03/2011   M     57,681   (4) 05/10/2011 Common Stock 57,681 $ 0 35,028 D  
Non-qualified Stock Option (Right to Buy) $ 23.42 03/04/2011   M     909   (5) 06/26/2011 Common Stock 909 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 23.42 03/04/2011   M     6,909   (6) 06/26/2011 Common Stock 6,909 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 23.3 03/04/2011   M     2,817   (5) 08/04/2011 Common Stock 2,817 $ 0 0 D  
Non-qualified Stock Option (Right to Buy) $ 23.3 03/04/2011   M     2,817   (6) 08/04/2011 Common Stock 2,817 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Graass James H
3811 TURTLE CREEK BLVD.
STE #1100
DALLAS, TX 75219		       EVP & General Counsel  

Signatures

 /s/ James H. Graass   03/07/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These shares represent: (i) 14,456 shares of Common Stock tendered by Mr. Graass to pay for the exercise price in connection with the Non-Qualified Stock Option shown in Table II (with an expiration date of 5/10/2011); and (ii) 15,823 shares withheld by the Issuer to satisfy tax withholding for the required taxes. As a result of this transaction, Mr. Graass acquired an additional 27,402 shares of Common Stock.
(2) In accordance with the issuer's Incentive Plan, this price represents the closing price per share of Common Stock on the exercise date.
(3) 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 $31.90 to $31.95. 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.
(4) Shares vested upon achievement of certain levels of operating earnings and return on average net assets.
(5) Shares vested upon achievement of certain levels of earnings before interest and taxes.
(6) Shares vested upon achievement of certain levels of return on equity.

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