Table of Contents

---

	Item 1. Security and Issuer
	Item 5. Interest in Securities of the Issuer.
	Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer.
	Item 7. Material to Be Filed as Exhibits
Signature
EXHIBIT INDEX
Press Release Issued by Centex

---

Table of Contents

CUSIP No.				26969P 10 8 26969P 20 7
	1.	Name of Reporting Person: Centex Corporation			I.R.S. Identification Nos. of above persons (entities only): 75-0778259
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): Not applicable
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Nevada
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: Common Stock: None; Class B Common Stock: None
			8.	Shared Voting Power: Common Stock: None; Class B Common Stock: None
			9.	Sole Dispositive Power: Common Stock: None; Class B Common Stock: None
			10.	Shared Dispositive Power: Common Stock: None; Class B Common Stock: None
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: Common Stock: None; Class B Common Stock: None
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): Common Stock: 0%; Class B Common Stock: 0%
	14.	Type of Reporting Person (See Instructions): CO

---

---

Table of Contents

Amendment No. 4 to Schedule 13D

     This Amendment No. 4 amends and supplements the Schedule 13D originally filed by Centex Corporation (“Centex”) on March 26, 1997, as amended by Amendment No. 1 thereto, dated June 10, 1997, Amendment No. 2 thereto, dated July 21, 2003 (“Amendment No. 2”), and Amendment No. 3 thereto, dated November 5, 2003 (“Amendment No. 3”). Such Schedule 13D, as amended, is referred to herein as the “Schedule 13D.”

Item 1. Security and Issuer

     Item 1 of the Schedule 13D is hereby amended to read as follows:

     The titles of the classes of equity securities to which this Schedule 13D relates are (i) the Common Stock, par value $.01 per share (“Common Stock”), of Eagle Materials Inc., a Delaware corporation known as Centex Construction Products, Inc. prior to January 30, 2004 (the “Issuer”), and (ii) the Class B Common Stock, par value $.01 per share (“Class B Common Stock”) of the Issuer. The Schedule 13D originally filed by Centex related solely to the Common Stock. However, as a result of the Reclassification (as defined below) completed on January 30, 2004, certain of the shares of Common Stock held by Centex were converted into shares of Class B Common Stock as described below. The principal executive offices of the Issuer are located at 2728 North Harwood, Dallas, Texas 75201. Terms used herein and not otherwise defined have the meanings given such terms in Amendment Nos. 2 and 3 to the Schedule 13D.

Item 5. Interest in Securities of the Issuer.

     Item 5 of the Schedule 13D is hereby amended to include the following information:

     As described in Amendment No. 3, on November 4, 2003, (i) Centex and the Issuer entered into an Amended and Restated Distribution Agreement, a copy of which is attached as an exhibit to Amendment No. 3 (the “Distribution Agreement”), and (ii) Centex, ARG Merger Corporation, a wholly owned subsidiary of Centex (“Merger Sub”), and the Issuer entered into an Amended and Restated Agreement and Plan of Merger, a copy of which is attached as an exhibit to Amendment No. 3 (the “Merger Agreement”).

     On January 29, 2004, in accordance with the Merger Agreement, Centex contributed 9,220,000 of the shares of Common Stock owned by it (the “Contributed Shares”) to Merger Sub and Centex retained the remaining 2,742,304 shares of Common Stock owned by it (the “Additional Shares”). Thereafter, on January 30, 2004, Merger Sub merged with and into the Issuer, with the Issuer as the surviving corporation. As a result of the merger, (i) all the outstanding shares of common stock of Merger Sub (all of which were owned by Centex) were converted into 9,220,000 shares of Class B Common Stock, (ii) all of the outstanding shares of Common Stock held by Merger Sub were cancelled, with no consideration paid in exchange therefor, and (iii) all other outstanding shares of Common Stock, including the Additional Shares, were not affected and continue to be outstanding. As a result of the reclassification described above (the “Reclassification”), the outstanding common stock of the Issuer currently consists of two separate classes. The rights of holders of each class are substantially the same, except that (a) the holders of the outstanding shares of Class B Common Stock are entitled to elect at least 85% of the directors of the Issuer and (b) the holders of the outstanding shares of Common Stock are entitled to elect up to 15% of the directors of the Issuer. For additional information relating to the capital stock of the Issuer, see Amendment No. 2. In addition, as provided in the Merger Agreement, the Issuer was renamed Eagle Materials Inc. by virtue of the merger of Merger Sub with and into the Issuer.

---

---

Table of Contents

     On January 30, 2004, after giving effect to the Reclassification, Centex distributed on a pro rata basis to the record holders of its common stock, par value $.25 per share (“Centex Common Stock”), all of the shares of Class B Common Stock that it received in the Reclassification and all of the Additional Shares. This distribution (the “Distribution”) was made to the holders of record of Centex Common Stock as of January 14, 2004.

     As a result of the Distribution, Centex is no longer the beneficial owner of any shares of the Common Stock or the Class B Common Stock of the Issuer.

Item 6. Contracts, Agreements, Understandings or Relationships with Respect to Securities of the Issuer.

     Item 6 of the Schedule 13D is hereby amended to include the following information:

     As stated in Amendments No. 2 and 3 to the Schedule 13D, the principal agreements governing the Reclassification and the Distribution are the Merger Agreement and the Distribution Agreement. A description of the terms and effects of these agreements is included in Amendments No. 2 and 3. Copies of the Distribution Agreement and the Merger Agreement are attached to Amendment No. 3, as Exhibits 99.1 and 99.2, respectively.

     A copy of the press release announcing the consummation of the Reclassification and the Distribution is attached to this Amendment as Exhibit 99.3. The press release attached hereto as Exhibit 99.3 is incorporated by this reference into this Item 6 and the foregoing is qualified in its entirety by reference to such Exhibit 99.3.

Item 7. Material to Be Filed as Exhibits

---

---

Table of Contents

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.

	CENTEX CORPORATION
	By:	/s/ Raymond G. Smerge
		Name:	Raymond G. Smerge
		Title:	Executive Vice President, Chief Legal Officer and Secretary

---

---

Table of Contents

EXHIBIT INDEX

---

 

Exhibit 99.3

FOR IMMEDIATE RELEASE

For additional information, contact at 214-981-6901:
Matthew G. Moyer, Vice President — Investor Relations

CENTEX COMPLETES SPIN-OFF OF
CENTEX CONSTRUCTION PRODUCTS, INC.

DALLAS — Jan. 30, 2004: Centex Corporation (NYSE: CTX) announced today that it has completed the distribution to its stockholders, on a tax-free basis, of all of the shares of common stock of Centex Construction Products, Inc. (NYSE: CXP) held by Centex.

     In connection with the distribution, CXP has changed its name to Eagle Materials Inc. (EXP). As of Feb. 2, 2004, EXP’s existing class of common stock will trade on the New York Stock Exchange under the symbol “EXP” and its new Class B common stock will trade under the symbol “EXP.B.”

     Centex stockholders received approximately 0.044322 shares of EXP’s original class of common stock and approximately 0.149019 shares of EXP’s new Class B common stock for each share of Centex common stock held on the record date of January 14, 2004. The rights of the holders of the two classes of EXP stock are substantially the same, except that the holders of Class B common stock have the right to elect at least 85% of the members of the EXP Board of Directors.

     Centex has effected delivery today of the shares of EXP common stock and Class B common stock to Centex stockholders using book entry transfer. Centex stockholders who wish to receive certificates evidencing their shares should contact Mellon Shareholder Services, L.L.C., which is acting as distribution agent for the spin-off and as transfer agent for EXP. No fractional shares of EXP stock are being distributed, and stockholders who otherwise would receive fractional shares instead will receive a cash payment in lieu of fractional shares, which will be taxable.

     On Jan. 29, 2004, Centex Construction Products paid a special dividend in the amount of $6.00 per share to its stockholders, including Centex Corporation. The portion of this dividend paid to Centex Corporation totaled approximately $71.8 million. These funds will be used by Centex for general corporate purposes.

     Eagle Materials Inc. is a Dallas-based company that manufactures and distributes cement, gypsum wallboard, recycled paperboard and concrete and aggregates.

     Through its subsidiaries, Centex Corporation, a Fortune 250 company, ranks as one of the nation’s premier companies in the Home Building, Financial Services, Home Services and Construction Services industries.

# # #

Forward-Looking Statements. This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the context of the statement and generally arise when Centex is discussing its beliefs, estimates or expectations. These statements are not guarantees of future performance and involve a number of risks and uncertainties. Actual results and outcomes may differ materially from what is expressed or forecast in such forward-looking statements.