SEC FORM 3

SEC Form 3

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
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

LONE PINE CAPITAL LLC

(Last)

(First)

(Middle)

TWO GREENWICH PLAZA

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/22/2007

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

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. 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 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)
Common Stock, par value $0.01 per share	4,590,559	I⁽¹⁾⁽²⁾⁽³⁾	See⁽¹⁾⁽²⁾⁽³⁾

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: 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	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. The shares of Common Stock to which this note relates are held directly by Lone Spruce, L.P., a Delaware limited partnership ("Lone Spruce"), as to 62,224 shares; Lone Balsam, L.P., a Delaware limited partnership ("Lone Balsam"), as to 136,540 shares; Lone Sequoia, L.P., a Delaware limited partnership ("Lone Sequoia"), as to 114,075 shares; Lone Cascade, L.P., a Delaware limited partnership ("Lone Cascade"), as to 1,543,492 shares; Lone Sierra, L.P., a Delaware limited partnership ("Lone Sierra"), as to 129,858 shares; Lone Cypress, Ltd., a Cayman Islands exempted company ("Lone Cypress"), as to 1,415,527 shares; Lone Kauri, Ltd., a Cayman Islands exempted company ("Lone Kauri"), as to 1,007,038 shares; and Lone Monterey, Ltd., a Cayman Islands exempted company ("Lone Monterey"), as to 181,805 shares.

2. Lone Pine Capital LLC, the investment manager of Lone Cypress, Lone Kauri and Lone Monterey, has the power to direct the receipt of dividends from or the proceeds of the sale of shares held by Lone Cypress, Lone Kauri and Lone Monterey. Lone Pine Associates LLC, the general partner of Lone Spruce, Lone Sequoia and Lone Balsam, has the power to direct the affairs of Lone Spruce, Lone Sequoia and Lone Balsam, including decisions respecting the disposition of the proceeds from the sale of shares. Lone Pine Members LLC, the general partner of Lone Cascade and Lone Sierra, has the power to direct the affairs of Lone Cascade and Lone Sierra, including decisions respecting the disposition of the proceeds from the sale of shares. Stephen F. Mandel, Jr. is the managing member of Lone Pine Associates LLC, Lone Pine Members LLC, and Lone Pine Capital LLC and in that capacity directs their operations.

3. Lone Pine Capital LLC, Lone Pine Associates LLC, Lone Pine Members LLC and Stephen F. Mandel, Jr. each disclaim any beneficial ownership of any of the Issuer's securities to which this Form 3 relates for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of its or his pecuniary interest therein, and this report shall not be deemed an admisssion that the reporting person or any joint filer is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

Remarks:

* On October 22, 2007, Eagle Materials Inc. (the "Issuer") released a current report on Form 8-K announcing that during the fiscal quarter ended September 30, 2007, the Issuer had repurchased shares of its Common Stock, thereby reducing the Issuer's shares outstanding to 44,351,625 shares as of September 30 2007, and causing the reporting person and joint filers' aggregate beneficial ownership to increase to over 10%.

	/s/Stephen F. Mandel, Jr., Managing Member	10/29/2007
	** 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 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).
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