UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 11-K

ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2005

EAGLE MATERIALS INC.
HOURLY PROFIT SHARING PLAN

(Full title of the plan)

3811 Turtle Creek Blvd, Suite 1100
Dallas, Texas 75219

(Name of issuer and address of principal executive office)

 

 

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES

AT DECEMBER 31, 2005 AND 2004,
AND FOR THE YEAR ENDED DECEMBER 31, 2005

		PAGE NO.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1
AUDITED FINANCIAL STATEMENTS:
Statements of Net Assets Available for Benefits		2
Statement of Changes in Net Assets Available for Benefits		3
Notes to Financial Statements		4
SUPPLEMENTAL SCHEDULES:
Schedule H; Line 4a — Schedule of Delinquent Participant Contributions		11
Schedule H; Line 4i — Schedule of Assets (Held at End of Year)		12
Consent of Ernst & Young LLP

Report of Independent Registered Public Accounting Firm

The Administrative Committee
Eagle Materials Inc. Hourly Profit Sharing Plan

We have audited the accompanying statements of net assets available for benefits of the Eagle Materials Inc. Hourly Profit Sharing Plan as of December 31, 2005 and 2004, and the related statement of changes in net assets available for benefits for the year ended December 31, 2005. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2005 and 2004, and the changes in its net assets available for benefits for the year ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets (held at end of year) as of December 31, 2005, and delinquent participant contributions for the year then ended, are presented for purposes of additional analysis and are not a required part of the financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole.

Dallas, Texas
June 26, 2006

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

		December 31
		2005				2004
Assets:
Investments in the Eagle Materials Inc. Plans Master Trust		$	10,674,607			$	9,031,102
Participant loans			5,352				27,218
Participant contributions receivable			—				45,866
Participating Employers’ contribution receivable			—				4,684
Net Assets Available for Benefits		$	10,679,959			$	9,108,870

See accompanying notes to the financial statements.

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

YEAR ENDED DECEMBER 31, 2005

Additions:
Participating Employers’ contributions		$	678,611
Participant contributions			1,067,285
Interest in the Eagle Materials Inc. Plans Master Trust investment income			820,259
Interest income on participant loans			1,392
Total Additions			2,567,547
Deductions:
Distributions to participants			962,621
Administrative expenses			33,837
Total Deductions			996,458
Net Increase			1,571,089
Net Assets Available for Benefits:
Beginning of year			9,108,870
End of year		$	10,679,959

See accompanying notes to the financial statements.

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2005

NOTE 1. DESCRIPTION OF THE PLAN

The following description of the Eagle Materials Inc. Hourly Profit Sharing Plan (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan, established April 1, 1993 and amended and restated effective January 1, 2001, is a defined contribution retirement plan covering eligible employees of Eagle Materials Inc. (the Company or Eagle Materials) and eligible employees of certain subsidiaries of the Company, which have adopted the Plan with the Company’s consent. The Company and certain subsidiaries collectively comprise the “Participating Employers.” The Plan is administered by an Administrative Committee (the Committee) appointed by the Board of Directors of the Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).

The Plan has three distinct types of eligible employees: (1) employees eligible to participate in the employer profit sharing contributions, (2) employees eligible to participate in employer matching contributions or (3) employees not eligible to participate in any employer contributions. Eligible employees may not participate in both employer profit sharing and matching contributions. Certain hourly employees of the Participating Employers participate in profit sharing contributions on the earlier of January 1 or July 1 after completing one year of service, as defined in the Plan. One year of service, for purposes of eligibility, is defined as a twelve consecutive month period during which the employee worked 1,000 hours, ending on the first anniversary of the employee’s date of hire. Hourly employees of Republic Paperboard Company, LLC (Republic), a subsidiary of the Company, participate in matching contributions on the date the employee first performs an hour of service for the employer, as defined in the Plan. Hourly employees of Mathews Ready Mix (Mathews), a subsidiary of the Company, participate in matching contributions during the calendar year in which they participate.

A member of a group or class of employees covered by a collective bargaining agreement is not eligible to receive a profit sharing contribution unless such agreement extends the Plan to such group or class of employees. Employees participating at the American Gypsum Duke, OK facility and the employees at the Illinois Cement Company facility (hired after February 14, 2005) are eligible for such contribution.

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2005

NOTE 1. DESCRIPTION OF THE PLAN (CONTINUED)

Contributions

The Plan permits participants to contribute pre-tax up to 70% of their compensation, as defined in the Plan, (up to a statutory limit) to a 401(k) account upon the date of hire. Total contributions to a participant’s account are limited to a maximum of 100% of compensation (or $42,000, whichever is less) for participant contributions and Participating Employers’ contributions.

Profit sharing contributions are made by certain of the Participating Employers on a discretionary basis as determined by their respective Boards of Directors. The contributions are allocated to participant accounts on a pro rata basis determined by the number of hours worked. Employer nondiscretionary matching contributions for eligible employees of Republic are allocated to participant accounts based on 75% of each participant’s eligible contributions up to 6% of compensation, as defined by the Plan. Employer nondiscretionary matching contributions for eligible employees of Mathews are allocated to participant accounts based on 100% of each participant’s eligible contributions up to $500, as defined by the Plan. The Participating Employers, at their sole discretion, may make qualified non-elective contributions to the Plan. No such contributions were made for the 2005 Plan year. Forfeitures may be used to reduce employer matching contributions, employer profit sharing contributions or administrative expenses of the Plan. Forfeitures of $8,841 were used to reduce employer profit sharing contributions remitted to the Plan during the year ended December 31, 2005.

Participants direct the investment of their accounts into a variety of registered investment company funds, common/collective trust fund or the Eagle Materials Common Stock Fund (the EXPSF). Another fund, the Centex Common Stock Fund (the CCSF), exists for those employees who chose to retain their balance in this fund upon transfer of all of their balances from the Profit Sharing and Retirement Plan of Centex Corporation to the Plan in 1994. No additional contributions to the CCSF are permitted. Both the EXPSF and CCSF are unitized stock funds.

Participants may allocate up to 15% of employer and participant contributions to the EXPSF, whereas up to 100% may be allocated to any other investment option (except the CCSF) offered by the Plan.

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2005

NOTE 1. DESCRIPTION OF THE PLAN (CONTINUED)

Vesting

A participant does not fully vest in Participating Employers’ nondiscretionary matching contributions made prior to January 1, 2002, Participating Employers’ discretionary profit sharing contributions and all related earnings until the completion of five years of service, as defined in the Plan. The participant needs to complete three years of service to fully vest in Participating Employers’ nondiscretionary matching contributions made after December 31, 2001, and the related earnings, as defined in the Plan. Participants are fully vested in all contributions upon retirement, full and permanent disability, or death.

Participants are always fully vested in their participant contributions and related earnings.

Participant Loans

Loans by participants currently are not permitted. Prior to January 2003, participants from Republic were allowed to obtain loans against their vested account balances. Republic participants could borrow up to 50% of the vested portion of their accounts, not in excess of $50,000. Outstanding loans are collateralized by participant accounts. Such loans bear interest at a rate that approximates market rates and are repayable to the Plan within five years.

Administrative Expenses

Certain administrative expenses of the Plan are paid by the Company. The Plan is not required to reimburse the Company for any administrative expenses paid by the Company. Expenses not paid by the Company are paid by the Plan.

Distributions

In accordance with the Plan document, distribution of a participant’s vested account is available upon the participant’s retirement, death, disability, termination of employment, or attainment of age 59¹/2; or distribution is available to satisfy a financial hardship meeting the requirements of the Internal Revenue Service (IRS) regulations. Distributions are made in a lump-sum payment, a direct rollover distribution, or a combination thereof.

Plan Termination

Although there is no intention to do so, the Company has the right to discontinue contributions and terminate the Plan subject to the provisions of ERISA. The Plan provides that, in the event of plan termination, participants will become fully vested in their Participating Employers’ contributions, and the method of distribution of assets will be in accordance with the provisions of ERISA.

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2005

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Valuation of Investments

All of the Plan’s investments, except for participant loans, are commingled with the investments of the Profit Sharing and Retirement Plan of Eagle Materials Inc. (the Eagle Salary Plan) in the Eagle Materials Inc. Plans Master Trust (the Master Trust). The Master Trust is governed by a trust agreement with Fidelity Management Trust Company (the Trustee) which is held accountable by and reports to the Committee.

Investments included in the Master Trust are valued at fair value. The registered investment company shares are valued based on published market prices, which represent the net asset value of shares held by the Plan at year-end. Investments in the unitized stock funds are determined by the value of the underlying common stocks combined with the short-term cash positions. The fair values of the common stock portion of the funds are based on the closing prices of the common stocks on their primary exchange. The short-term cash positions of the unitized stock fund are recorded at cost, which approximates fair value. Investments in the common/collective trust fund are stated at fair value as determined by the issuer based on the fair value of the underlying assets in the fund.

Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on an accrual basis. Dividends are recorded on the ex-dividend date.

The Master Trust allocates net investment income/(loss) to the Plan based on the ratio of market values of the Plan’s investment in each Master Trust account. Net investment income is then allocated to participants on a pro rata basis. Administrative expenses for the year ended December 31, 2005, include Trustee and recordkeeper fees. Fund management fees are charged directly to the Master Trust and therefore are included in the net change in fair market value of investments for the Master Trust. Administrative expenses are allocated pro rata to the Plan and the Eagle Salaried Plan.

Participant loans are recorded at carrying value, which approximates fair value.

Distributions to Participants

Distributions to participants are recorded when paid.

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2005

NOTE 3. INTEREST IN THE MASTER TRUST

The fair value of the commingled investments of the participating plans in the Master Trust accounts at December 31, 2005 and 2004, and the undivided percentage interests the Plan holds in each of the Master Trust accounts are summarized as follows:

		2005								2004
						Percentage								Percentage
		Fair Value				Interest				Fair Value				Interest
Registered Investment Companies
Dreyfus Founders Discovery Class F Fund		$	317,490				18.8	%		$	295,838				15.9	%
TCW Select Equities Class N Fund			127,606				62.8	%			91,203				68.6	%
JPMorgan Diversified Mid Cap Growth Class A Fund			1,731,037				32.0	%			1,487,573				31.7	%
American Beacon Funds Small Cap Value Plan Ahead Class Fund			332,016				15.3	%			—				0.0	%
Fidelity Low-Priced Stock Fund			4,081,494				15.8	%			3,258,002				17.4	%
Fidelity Equity-Income II Fund			1,326,296				22.8	%			1,046,982				22.3	%
Fidelity Diversified International Fund			2,283,825				13.9	%			1,434,069				14.7	%
Fidelity Dividend Growth Fund			1,773,710				27.7	%			1,507,737				25.7	%
Fidelity Freedom Income Fund			65,914				13.4	%			2,629				0.0	%
Fidelity Freedom 2000 Fund			7,337,106				49.8	%			6,712,177				50.5	%
Fidelity Freedom 2010 Fund			5,807,289				16.5	%			5,225,477				16.1	%
Fidelity Freedom 2020 Fund			6,032,084				13.0	%			6,333,699				12.9	%
Fidelity Freedom 2030 Fund			760,874				39.6	%			655,419				40.9	%
Fidelity Freedom 2040 Fund			417,858				45.6	%			218,990				39.3	%
Spartan Extended Market Index Fund			1,657,559				8.7	%			1,195,308				8.1	%
Spartan U.S. Equity Index Fund			4,659,772				8.3	%			4,557,427				6.5	%
Fidelity U.S. Bond Index Fund			1,736,652				23.8	%			1,606,663				19.5	%
			40,448,582								35,629,193
Eagle Materials Common Stock Fund
Eagle Materials Common Stock			5,032,134								3,741,287
Interest-Bearing Cash Equivalent			115,873								98,884
			5,148,007				18.1	%			3,840,171				16.8	%
Centex Common Stock Fund
Centex Common Stock			1,036,212								873,264
Interest-Bearing Cash Equivalent			10,410								8,822
			1,046,622				2.6	%			882,086				2.7	%
Common/Collective Investment
Fidelity Managed Income Portfolio Fund			2,256,318				16.4	%			2,224,862				12.1	%
		$	48,899,529							$	42,576,312

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2005

NOTE 3. INTEREST IN THE MASTER TRUST (CONTINUED)

Net investment income (loss) of the Master Trust accounts for the year ended December 31, 2005, and the Plan’s share of net investment income (loss) of each Master Trust account is summarized as follows:

		Net
		Appreciation
		(Depreciation) in								Net				Share in Net
		Fair Value of				Interest and				Investment				Investment
		Investments				Dividends				Income				Income
Dreyfus Founders Discovery Class F Fund		$	1,176			$	—			$	1,176				30.4	%
TCW Select Equities Class N Fund			1,933				—				1,933				160.2	%
JPMorgan Diversified Mid Cap Growth Class A Fund			39,856				130,668				170,524				31.9	%
American Beacon Funds Small Cap Value Plan Ahead Class Fund			1,212				15,425				16,637				7.7	%
Fidelity Low-Priced Stock Fund			70,250				274,742				344,992				15.0	%
Fidelity Equity-Income II Fund			(52,019	)			115,715				63,696				22.0	%
Fidelity Diversified International Fund			238,887				64,948				303,835				14.3	%
Fidelity Dividend Growth Fund			19,569				41,031				60,600				31.1	%
Fidelity Freedom Income Fund			176				1,042				1,218				10.5	%
Fidelity Freedom 2000 Fund			92,701				208,583				301,284				50.2	%
Fidelity Freedom 2010 Fund			171,540				147,157				318,697				17.3	%
Fidelity Freedom 2020 Fund			335,495				136,391				471,886				12.0	%
Fidelity Freedom 2030 Fund			40,619				14,417				55,036				35.9	%
Fidelity Freedom 2040 Fund			20,906				7,855				28,761				43.8	%
Spartan Extended Market Index Fund			124,758				20,312				145,070				8.1	%
Spartan U.S. Equity Index Fund			141,860				80,063				221,923				8.2	%
Fidelity U.S. Bond Index Fund			(33,598	)			73,243				39,645				22.0	%
Eagle Materials Common Stock Fund			1,571,687				—				1,571,687				18.0	%
Centex Common Stock Fund			177,352				—				177,352				2.8	%
Fidelity Managed Income Portfolio Fund			—				78,618				78,618				14.0	%
		$	2,964,360			$	1,410,210			$	4,374,570

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

DECEMBER 31, 2005

NOTE 3. INTEREST IN THE MASTER TRUST (CONTINUED)

The Plan invests in various investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

NOTE 4. INCOME TAX STATUS

The Plan has received a determination letter from the IRS dated June 4, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan Administrator has indicated that it will take the necessary steps, if any, to bring the Plan’s operations into compliance with the Code.

NOTE 5. RELATED PARTY TRANSACTIONS

Certain plan investments in the registered investment companies, the common/collective trust fund, and the interest-bearing cash equivalent portion of the Eagle Materials Common Stock Fund are managed by the Trustee and, therefore, these transactions qualify as party-in-interest transactions. Additionally, a portion of the Plan’s assets is invested in the Company’s common stock. Because the Company is the Plan Sponsor, transactions involving the Company’s common stock qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transaction rules.

NOTE 6. SUBSEQUENT EVENT

On January 19, 2006, the Board of Directors of the Company approved an employer profit sharing contribution to the Plan. The total contribution was $504,999, net of applied forfeitures of $70,000, which was remitted to the Master Trust in March, 2006.

SUPPLEMENTAL SCHEDULES

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

SCHEDULE H; LINE 4a — SCHEDULE OF DELINQUENT PARTICIPANT CONTRIBUTIONS

EIN#: 75-2520779
PLAN #: 001

YEAR ENDED DECEMBER 31, 2005

Participant Contributions		Total that Constitute Nonexempt
Transferred Late to Plan		Prohibited Transactions
$3,855		$3,855

EAGLE MATERIALS INC. HOURLY PROFIT SHARING PLAN

SCHEDULE H; LINE 4i — SCHEDULE OF ASSETS (HELD AT END OF YEAR)

EIN#: 75-2520779
PLAN #: 001

DECEMBER 31, 2005

(c)

Description of Investment,

(b)

Including Maturity Date,

(e)

Identity of Issue, Borrower,

Rate of Interest, Collateral,

(d)

Current

(a)

Lessor, or Similar Party

Par, or Maturity Value

Cost

Value

*

Participant loans

Interest rates from 5.75% to 10.00%

$

—

$

5,352

$

—

$

5,352

SIGNATURES

     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee which administers the Eagle Materials Inc. Hourly Profit Sharing Plan has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

		EAGLE MATERIALS INC. HOURLY PROFIT
		SHARING PLAN
Date: June 29, 2006		By:		/s/ ARTHUR R. ZUNKER, JR.
				Arthur R. Zunker, Jr.
				Chairman, Administrative Committee

INDEX TO EXHIBIT

Eagle Materials Inc. Hourly Profit Sharing Plan

Exhibit				Filed Herewith or
Number		Exhibit		Incorporated by Reference
23		Consent of Ernst & Young LLP		Filed herewith

EXHIBIT 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-82928) pertaining to the Eagle Materials Inc. Hourly Profit Sharing Plan of our report dated June 26, 2006, with respect to the financial statements and schedules of the Eagle Materials Inc. Hourly Profit Sharing Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2005.

/s/Ernst & Young LLP

Dallas, Texas
June 26, 2006