SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Amendment
No. 1)
Under
the
Securities Exchange Act of 1934
Eagle
Materials Inc.
(Name
of
Issuer)
Common
Stock, $0.01 par value
(Title
of
Class of Securities)
2696P108
(CUSIP
Number)
December
31, 2007
(Date
of
Event Which Requires Filing of this Statement)
Check
the
following box to designate the rule pursuant to which the Schedule is filed:
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o
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Rule
13d-1(b)
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x
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Rule
13d-1(c)
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o
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Rule
13d-1(d)
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*
The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
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).
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CUSIP
No. 2696P108
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
D.
E. Shaw & Co., L.P.
13-3695715
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Delaware
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
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Sole
Voting Power
-0-
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6.
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Shared
Voting Power
1,263,047
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7.
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Sole
Dispositive Power
-0-
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8.
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Shared
Dispositive Power
1,263,047
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,263,047
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
2.9%
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12.
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Type
of Reporting Person (See Instructions)
IA,
PN
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CUSIP
No. 2696P108
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1.
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Names
of Reporting Persons
I.R.S.
Identification Nos. of above persons (entities only)
David
E. Shaw
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
United
States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5.
|
Sole
Voting Power
-0-
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6.
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Shared
Voting Power
1,263,047
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|||||
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7.
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Sole
Dispositive Power
-0-
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|||||
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8.
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Shared
Dispositive Power
1,263,047
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
1,263,047
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) o
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11.
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Percent
of Class Represented by Amount in Row (9)
2.9%
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12.
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Type
of Reporting Person (See Instructions)
IN
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Item
1.
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(a)
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Name
of Issuer:
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Eagle
Materials
Inc.
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(b)
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Address
of Issuer's Principal Executive Offices:
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3811
Turtle
Creek
Blvd.
Suite
1100
Dallas,
TX
75219
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Item
2.
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(a)
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Name
of Person Filing:
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D.
E. Shaw & Co., L.P.
David
E. Shaw
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(b)
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Address
of Principal Business Office or, if none, Residence:
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The
business address for each reporting person is:
120
W. 45th
Street, Tower 45, 39th
Floor
New
York, NY 10036
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(c)
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Citizenship:
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D.
E. Shaw & Co., L.P. is a limited partnership organized under
the
laws of the state of Delaware.
David
E. Shaw is a citizen of the United States of
America.
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(d)
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Title
of Class of Securities:
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Common
Stock, $0.01 par
value
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(e)
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CUSIP
Number:
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2696P108
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Item
3.
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If
this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or
(c),
check whether the person filing is a:
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Not
Applicable
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Item
4.
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Ownership
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As
of December 31, 2007:
(a)
Amount beneficially owned:
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D.
E. Shaw & Co., L.P.:
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1,263,047
shares
This
is composed of (i) 1,176,600
shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C., (ii)
85,947 shares in the name of
D. E. Shaw Valence Portfolios, L.L.C.,
and (iii) 500 shares
under the management of D. E. Shaw Investment Management,
L.L.C.
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David
E. Shaw:
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1,263,047
shares
This
is composed of (i) 1,176,600
shares in the name of D. E. Shaw
Oculus Portfolios, L.L.C., (ii)
85,947 shares in the name of
D. E. Shaw Valence Portfolios, L.L.C.,
and (iii) 500 shares
under the management of D. E. Shaw Investment Management,
L.L.C.
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(b)
Percent of class:
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D.
E. Shaw & Co., L.P.:
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2.9%
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David
E. Shaw:
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2.9%
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(c)
Number of shares to which the person has:
(i) Sole
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(ii) Shared
power to vote or to direct the vote:
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D.
E. Shaw & Co., L.P.:
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1,263,047
shares
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David
E. Shaw:
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1,263,047
shares
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(iii) Sole
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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-0-
shares
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David
E. Shaw:
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-0-
shares
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(iv) Shared
power to dispose or to direct the disposition of:
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D.
E. Shaw & Co., L.P.:
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1,263,047
shares
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David
E. Shaw:
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1,263,047
shares
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David
E. Shaw does not
own any shares
directly. By
virtue of David
E. Shaw’s
position as President
and sole shareholder
of D. E. Shaw & Co.,
Inc., which is
the general partner
of D. E. Shaw & Co., L.P.,
which in turn
is the investment
adviser of D. E. Shaw Oculus
Portfolios, L.L.C.,
the managing
member and investment
adviser of
D. E. Shaw Valence
Portfolios, L.L.C.,
and the managing
member of D.
E. Shaw Investment
Management, L.L.C.,
and by virtue
of
David E. Shaw’s position as
President and
sole shareholder
of
D. E. Shaw & Co. II, Inc.,
which is the
managing member
of
D. E. Shaw & Co., L.L.C.,
which in turn
is the managing
member of
D. E. Shaw Oculus Portfolios,
L.L.C., David E. Shaw may be
deemed to have
the shared power
to vote or direct
the vote of,
and the shared
power to dispose
or direct the
disposition of,
the 1,263,047
shares as described
above constituting
3.9% of the outstanding
shares and, therefore,
David E. Shaw may be deemed
to be the beneficial
owner of such
shares.
David E. Shaw disclaims
beneficial ownership
of such 1,263,047
shares.
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Item
5.
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Ownership
of Five Percent or Less of a Class
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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 5 percent of the class of securities, check
the following
[X].
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another
Person
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Not
Applicable
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security
Being
Reported on By the Parent Holding Company or Control Person
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Not
Applicable
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Item
8.
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Identification
and Classification of Members of the Group
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Not
Applicable
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Item
9.
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Notice
of Dissolution of Group
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Not
Applicable
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Item
10.
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Certification
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By
signing below, each of D. E. Shaw & Co., L.P. and
David E. Shaw certify that, to the best of such reporting
person’s 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 purposes or
effect.
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SIGNATURE
After
reasonable inquiry and to the best of their knowledge and belief,
the
undersigned certify that the information set forth in this
statement is true,
complete and correct. A Power of Attorney, dated October 24,
2007, granted by
David E. Shaw in favor of Rochelle Elias, is attached
hereto.
Dated:
February 14, 2008
| D. E. Shaw & Co., L.P. | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Chief
Compliance Officer
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| David E. Shaw | ||
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| By: | /s/ Rochelle Elias | |
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Rochelle
Elias
Attorney-in-Fact
for
David E. Shaw
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Exhibit
1
POWER
OF
ATTORNEY
FOR
CERTAIN FILINGS
UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
I,
David
E. Shaw, hereby make, constitute, and appoint each of:
Anne
Dinning,
Rochelle
Elias,
Julius
Gaudio,
John
Liftin,
Louis
Salkind,
Stuart
Steckler,
Maximilian
Stone, and
Eric
Wepsic,
acting
individually, as my agent and attorney-in-fact, with full power of substitution,
for the purpose of, from time to time, executing in my name and/or my capacity
as President of D. E. Shaw & Co., Inc. (acting for itself or as
the general partner of D. E. Shaw & Co., L. P. and general
partner, managing member, or manager of other entities, any of which in turn
may
be acting for itself or other entities) all documents, certificates,
instruments, statements, other filings, and amendments to the foregoing
(collectively, “documents”) determined by such person to be necessary or
appropriate to comply with ownership or control-person reporting requirements
imposed by any United States or non-United States governmental or regulatory
authority, including without limitation Forms 3, 4, 5, and 13F and Schedules
13D
and 13G required to be filed with the Securities and Exchange Commission;
and
delivering, furnishing, or filing any such documents to or with the appropriate
governmental or regulatory authority. Any such determination shall be
conclusively evidenced by such person’s execution, delivery, furnishing, and/or
filing of the applicable document.
This
power of attorney shall be valid from the date hereof and replaces the power
granted on February 24, 2004, which is hereby cancelled.
IN
WITNESS HEREOF, I have executed this instrument as of the date set forth
below.
Date:
October 24, 2007
DAVID
E.
SHAW, as President of
D.
E.
Shaw & Co., Inc.
/s/
David
E. Shaw
New
York,
New York