UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Eagle Materials Inc.
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(Name of Issuer)
Class B Common Stock, $.01 par value
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(Title of Class of Securities)
26969P207
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(CUSIP Number)
September 29, 2004
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
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The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 26969P207
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy R. Barakett
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [_]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
961,700
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
961,700
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
961,700
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
10.8%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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CUSIP No. 26969P207
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Item 1(a). Name of Issuer:
Eagle Materials Inc.
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(b). Address of Issuer's Principal Executive Offices:
2728 N. Harwood
Dallas, Texas 75201
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Item 2(a). Name of Person Filing:
Timothy R. Barakett(1)
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(1) Mr. Barakett is the Chairman, Chief Executive Officer and Managing Member
of Atticus Capital, L.L.C., a Delaware limited liability company ("Atticus
Capital"). Atticus Capital, together with certain of its affiliated
entities (collectively, the "Atticus Entities"), act as advisers for
various investment funds (the "Atticus Funds") and managed accounts (the
"Atticus Accounts"). Based on his relationship with the Atticus Entities,
Mr. Barakett is deemed to be a beneficial owner of the Class B Common Stock
owned by the Atticus Funds and the Atticus Accounts for purposes of Section
13(d).
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(b). Address of Principal Business Office, or if None, Residence:
152 West 57th Street, 45th Floor
New York, New York 10019
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(c). Citizenship:
Canada
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(d). Title of Class of Securities:
Class B Common Stock, $.01 par value
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(e). CUSIP Number:
26969P207
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Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b),
or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act
(15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C.
78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
961,700 Shares
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(b) Percent of class:
10.8%
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(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 961,700 shares
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(ii) Shared power to vote or to direct the vote 0 shares
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(iii) Sole power to dispose or to direct the
disposition of 961,700 shares
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(iv) Shared power to dispose or to direct the
disposition of 0 shares
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Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following [ ].
N/A.
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
See Note 1 above in Item 2. The Atticus Funds and the Atticus Accounts
have the right to receive or the power to direct the receipt of
dividends from, or proceeds from the sale of, the Class B Common Stock
that is deemed to be beneficially owned by Mr. Barakett. In
particular, Atticus Global Advisors, Ltd. has the right to receive or
the power to direct the receipt of dividends from, or the proceeds
from the sale of, the Class B Common Stock that is deemed to be
beneficially owned by Mr. Barakett with respect to an interest that is
in excess of five percent of the outstanding Class B Common Stock.
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Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A.
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Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and Item
3 classification of each member of the group. If a group has filed this schedule
pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A.
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Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A.
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
10/20/04
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(Date)
/s/ Timothy R. Barakett
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(Signature)
Timothy R. Barakett
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(Name/Title)
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
02090.0001 #519631