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
X	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* CENTEX CORP (Last) (First) (Middle) 2728 N. HARWOOD (Street) DALLAS TX 75201 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol EAGLE MATERIALS INC [ EXP/EXP.B ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 01/30/2004
	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
Common Stock, par value $.01 per share	01/30/2004		J(1)		9,220,000	D	$0	0	D
Class B Common Stock, par value $.01 per share	01/30/2004		J(1)		9,220,000	A	$0	0	D
Common Stock, par value $.01 per share	01/30/2004		J(1)		2,742,304	D	$0	0	D
Class B Common Stock, par value $.01 per share	01/30/2004		J(1)		9,220,000	D	$0	0	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

Explanation of Responses:

1. Pursuant to certain agreements with the Issuer, (i) 9,220,000 shares of Common Stock of the Issuer beneficially owned by the Reporting Person were reclassified and converted into 9,220,000 shares of a new class of Class B Common Stock of the Issuer and (ii) 9,220,000 shares of the newly created Class B Common Stock of the Issuer beneficially owned by the Reporting Person and 2,742,304 shares of the existing class of Common Stock of the Issuer beneficially owned by the Reporting Person were distributed to the shareholders of record of the Reporting Person in a pro rata distribution. Prior to the consummation of the distribution, such transaction was subject to substantial conditions, which were satisfied on the date of the distribution.

Remarks:

* The name of the Issuer was changed from Centex Construction Products, Inc. to Eagle Materials Inc. on January 30, 2004 upon consummation of the reclassification described in footnote 1. The common stock of the Issuer was formerly traded under the stock symbol "CXP", but commenced to trade under the symbols "EXP" and "EXP.B" on February 2, 2004.

	/s/ Raymond G. Smerge Executive Vice President, Chief Legal Officer and Secretary	01/30/2004
	** 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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