Edgar Filing: EAGLE MATERIALS INC

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â Graass James H

2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2004

3. Issuer Name and Ticker or Trading Symbol
EAGLE MATERIALS INC [EXP/EXPB]

(Last)

(First)

(Middle)

3811 TURTLE CREEK BLVD. #1100

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP & General Counsel

5. If Amendment, Date Original Filed(Month/Day/Year)
08/03/2004

(Street)

DALLAS,Â TXÂ 75219

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Common Stock Units	0 ⁽¹⁾	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Non-Qualified EBIT Stock Option (Right to Buy)	Â ⁽²⁾	Â ⁽²⁾	Common Stock ⁽¹⁾	⁽²⁾	$ ⁽²⁾	D	Â
Non-Qualified ROE Stock Option (Right to Buy)	Â ⁽²⁾	Â ⁽²⁾	Common Stock ⁽¹⁾	⁽²⁾	$ ⁽²⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Graass James H 3811 TURTLE CREEK BLVD. #1100 DALLAS,Â TXÂ 75219	Â	Â	Â EVP & General Counsel	Â

Signatures

/s/ James H. Graass		05/06/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	The Restricted Stock Units shown on the original Form 3 were subject to the satisfaction of performance conditions and therefore the grant of such units is not deemed to have occurred as of the date shown thereon.
(2)	The Stock Options shown on the original Form 3 were subject to the satisfaction of performance conditions and therefore the grant of such options is not deemed to have occurred as of the date shown thereon.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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