SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* ESSL GERALD J (Last) (First) (Middle) 3811 TURTLE CREEK BLVD. STE #1100 (Street) DALLAS TX 75219 (City) (State) (Zip)	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) Executive Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 05/06/2011
	4. If Amendment, Date of 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

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
Restricted Common Stock Units(1)	05/06/2011		A		10,905	A	$0(1)	10,905	D
Common Stock	05/06/2011		F		1,442(2)	D	$27.49(3)	45,224	D

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 Securities Underlying Derivative Security (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: 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)	$30.735	05/06/2011		A		12,680		(4)	05/18/2020	Common Stock	12,680	$0	12,680	D

Explanation of Responses:

1. See Exhibit 99

2. 1,442 shares were withheld by the issuer to satisfy income tax withholding requirements related to the reporting person's receipt of 5,453 shares of Common Stock upon the payout of the first one-third of the earned RSUs and related DEUs as described in footnote (1).

3. In accordance with the issuer's Incentive Plan, this price represents the closing price per share of Common Stock on the vesting date.

4. On May 18, 2010, the reporting person was granted an option to purchase up to 14,750 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2011. On May 6, 2011, the performance vesting criteria were determined to have been satisfied such that 12,680 options became earned and reportable on such date. The remaining options have been forfeited. The earned options become vested and exercisable as follows: one-third are exercisable immediately; one-third become exercisable on March 31, 2012; and the remaining one-third become exercisable on March 31, 2013.

	/s/ Scott M. Wilson as Attorney-in-Fact for Gerald J. Essl	05/10/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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On May 18, 2010, the reporting person was granted up to 18,750 Restricted Common Stock Units ("RSUs") subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2011.  On May 6, 2011, the performance vesting criteria were determined to have been satisfied such that 16,118 RSUs became earned and reportable on such date.  The remaining RSUs have been forfeited.  In accordance with the Restricted Stock Unit Agreement an additional 240 RSUs in the form of dividend equivalent units ("DEUs") have accrued on the earned RSUs in connection with cash dividends paid by Issuer on its Common Stock since the date of grant and are also reportable on such date.  The RSUs reported above represent two-thirds of these vested RSUs, along with two-thirds of accrued DEUs, which become issuable in shares of Common Stock as follows: one-third becomes issuable on March 31, 2012; and the remaining one-third becomes issuable on March 31, 2013.  The first one-third vested immediately and has been paid to the reporting person in Common Stock as described in footnote (2).


Gerry Essl