8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2008

Eagle Materials Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-12984	75-2520779
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3811 Turtle Creek Blvd., Suite 1100, Dallas, Texas	75219
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number including area code: (214) 432-2000

Not Applicable

(Former name or former address if changed from last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure

Eagle Materials Inc., a Delaware corporation (“Eagle”), has prepared a presentation (the “Investor Presentation”) that will be made to investors on November 19, 2008 and from time to time thereafter. A copy of the presentation is being furnished with this report as Exhibit 99.1 and is incorporated by reference herein. Pursuant to the rules of the Securities and Exchange Commission, the information contained in this report (including the exhibits) shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing by Eagle under such Act or the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Investor Presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EAGLE MATERIALS INC.
By:	/s/ Mark V. Dendle
	Mark V. Dendle Executive Vice President – Finance & Administration and Chief Financial Officer

Date: November 19, 2008

EXHIBIT INDEX

Exhibit Number	Description
99.1	Investor Presentation

EX-99.1

Stephens Inc.

Fall 2008 Investment Conference

New York City

www.eaglematerials.com    NYSE: EXP

Exhibit 99.1

2

Forward Looking Statement

This presentation 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 the Company is discussing its beliefs, estimates or expectations.  These statements are not historical facts or

guarantees of future performance but instead represent only the Company’s beliefs at the time the statements were made regarding future events which

are subject to significant risks, uncertainties and other factors many of which are outside the Company’s control.  Actual results and outcomes may differ

materially from what is expressed or forecast in such forward-looking statements.  The principal risks and uncertainties that may affect the Company’s

actual performance include the following: the cyclical and seasonal nature of the Company’s business; public infrastructure expenditures; adverse

weather conditions; restrictive covenants contained in our debt agreements; availability of raw materials; changes in energy costs including, without

limitation, increases in natural gas and oil; changes in the cost and availability of transportation; unexpected operational difficulties, equipment failures

and catastrophic events; inability to timely execute announced capacity expansions; governmental regulation and changes in governmental and public

policy (including climate change regulation); changes in economic conditions specific to any one or more of the Company’s markets; competition;

announced increases in capacity in the gypsum wallboard and cement industries; changes in demand for residential housing construction or commercial

construction; environmental liabilities; general economic conditions; and interest rates.  For example, increases in interest rates, decreases in demand

for construction materials or increases in the cost of energy (including natural gas and oil) could affect the revenues and operating earnings of our

operations.  In addition, changes in national and regional economic conditions and levels of infrastructure and construction spending could also

adversely affect the Company’s results of operations.  These and other factors are described in the Annual Report on Form 10-K for the Company for

the fiscal year ended March 31, 2008 and in its quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2008.  These reports are filed

with the Securities and Exchange Commission and may be obtained free of charge through the website maintained by the SEC at www.sec.gov.  All

forward-looking statements made in this presentation are made as of the date hereof, and the risk that actual results will differ materially from

expectations expressed in this presentation will increase with the passage of time.  The Company undertakes no duty to update any forward-looking

statement to reflect future events or changes in the Company’s expectations.

3

1.

Eagle at a Glance

2.

Industry Outlook

3.

Bridge Over Troubled Waters

4

New residential construction continues to weaken

Non-residential construction’s near term outlook is weak

Public construction remains healthy in some of our markets

With these headwinds why Eagle?  Why now? 

Eagle is the best positioned player in our industries

Low-cost producer

Remains profitable at cyclical troughs

Strong present and future cash flows

Significant growth in cash flow when construction rebounds

Current market valuation presents rare opportunity

Current Market Environment

5

We Continue to Outperform the Group *

8.7%

8.7%

10.0%

12.2%

13.2%

14.7%

15.8%

19.8%

0.00%

5.00%

10.00%

15.00%

20.00%

25.00%

USG

St. Gobain (1)

TXI (2)

CRH (1)

Cemex

Vulcan

Eagle

Martin Marietta

Lafarge SA

EBIT Margins (TTM as of 9/30/08)

•

Based on comparison of EBIT Margins (TTM) for each of the listed

companies

(1)

TTM as of 6/30/08

(2)

TTM as of 8/31/08

n/a

Median: 12.7%

6

Financial Highlights

($ in millions)

$429

$503

$617

$860

$922

$750

$0

$200

$400

$600

$800

$1,000

$1,200

2003

2004

2005

2006

2007

2008

For Fiscal Year Ending March 31

* Before Corporate G&A

Revenues

Operating Earnings *

$102

$115

$172

$264

$330

$184

$0

$100

$200

$300

$400

2003

2004

2005

2006

2007

2008

7

1.

Eagle at a Glance

2.

Industry Outlook

3.

Bridge Over Troubled Waters

8

9

U.S. Cement Industry Update

Current Supply/Demand Dynamics

Demand anticipated to decline approximately 10% in calendar

2009

Due to the decline in demand, there have been several recent

announcements of plant closures and delayed expansions

U.S. capacity approximately 85% foreign-owned and majority of

imports controlled by foreign multi-nationals

Imports of foreign cement have been reduced to geographic

requirements

10

Source: PCA Data and Company estimates

U.S. Cement Industry –

Consumption

0

20

40

60

80

100

120

140

160

Calendar Year

Imports

30%

imports

7%

imports

11

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

$0

$10

$20

$30

$40

$50

$60

$70

$80

$90

$100

Landed price of Asian imports to U.S.

Handymax - Southeast Asia to U.S. Gulf

Cost of imported cement

Source: Portland Cement Association; Company estimates

Asian Financial Crisis

(through September 2008)

12

Public Construction

Spending –

Value Put in Place

Source:  Portland Cement Association (Projection from Fall 2008).

$50

$100

$150

$200

1993

1994

1995

1996

1997

1998

1999

2000

2001

2002

2003

2004

2005

2006

2007

2008E

2009E

Infrastructure Bill?

13

Private Non-Residential

Construction Spending –

Value Put in Place

$0

$50

$100

$150

$200

$250

$300

$350

Source: U.S. Bureau of the Census; PCA (Projection from Fall 2008)

-23%

14

Our Cement Operations

Eagle Operations Overview

Approximately 3.1 million tons of capacity

3.1% market share (12th in North America)

Low cost producer

Exceptional customer service

Eagle

plans

to

expand

its

production

capacity

by

nearly

30%

to

4.0

million

tons

Cement Plants

Cement Terminals

Markets Served

15

Our Cement Production and Cost

1,200

1,400

1,600

1,800

2,000

2,200

2,400

2,600

2,800

3,000

3,200

FY92

FY93

FY94

FY95

FY96

FY97

FY98

FY99

FY00

FY01

FY02

FY03

FY04

FY05

FY06

FY07 *

FY08

$0

$20

$40

$60

$80

Total Manufactured Tons Produced (L)

Manufactured Cost per Equivalent Ton (R)

* -

Includes effect of downtime for Illinois Cement start-up

Energy costs up 50%

Since FY04

16

17

Wallboard Industry Update

Wallboard demand expected to be approximately 25 billion square feet

(BSF) in calendar 2008 (down 31% from the 2005 peak)

We expect demand to decline another 10% -

12% in calendar 2009

Wallboard production capacity increases are essentially complete

All new plants were built in the East

Wallboard production capacity currently significantly greater than

wallboard demand causing very low industry capacity utilization

Wallboard pricing bottomed in Summer 2008 and has rebounded

approximately 20%

18

Residential Construction

Near Term Outlook

Currently, very low pace of new home construction

Overhang of new and existing homes continues to put downward pressure on new

housing starts

Access to 30-year fixed-rate traditional mortgages is limited and interest rates are

elevated

Foreclosures still loom as a risk to add to inventory

•

ARM resets

•

Increased unemployment

Home prices continue to decline in bubble markets

•

Very depressed in outlying metropolitan bubble markets

Bottom Line –

Residential real estate has not yet bottomed

19

U.S

Single

Family

Housing

Starts

–

1972-2008E

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

2,200

Source: U.S Bureau of the Census; Eagle estimates

20

U.S

Single

Family

Building

Permits

–

1972-2008E

0

200

400

600

800

1,000

1,200

1,400

1,600

1,800

2,000

2,200

Source: U.S Bureau of the Census; Eagle estimates

21

Home Supply –

1972 -

2008 (through August)

0

2

4

6

8

10

12

14

0.00%

0.50%

1.00%

1.50%

2.00%

New Homes Months Supply (L)

New Homes for Sale as % of Total Housing Stock (R)

Source: U.S Bureau of the Census

22

Home Ownership Rates –

1972 -

2008 (through March)

60.00%

65.00%

70.00%

Home Ownership Rates

Source: U.S. Bureau of the Census

11.0 million

SF homes rented

75.6 million

Owner occupied

110.7 million

Total occupied homes

23

Annual

Housing

Affordability

Index

–

1975-2008

(Sept)

0

20

40

60

80

100

120

140

160

Source: National Association of Realtors

The

affordability

index

measures

whether

or

not

a

typical

family

could

qualify for a mortgage loan on a typical home.  A value of 100 means

that a family with the median income has exactly enough income to

qualify for a mortgage on a median-priced home

24

25

Competitive Landscape

38 BSF

26 BSF

24 BSF

Industry Capacity

8

12

13

Number of

Companies

USG

National

Koch (GP)

St. Gobain (BPB)

American

Lafarge

Temple

Pabco

USG

National

GP

LaFarge

Continental

Celotex

James Hardie

Briar

American

Republic

Temple

Pabco

USG                 

National

GP

Domtar

Celotex

James Hardie

Briar

American

Eagle

Republic

Temple

Standard

Pabco

29%

22%

14%

12%

9%

7%

4%

3%

31%

22%

19%

2%

1%

5%

5%

3%

4%

2%

4%

2%

32%

23%

11%

6%

5%

5%

3%

3%

2%

2%

5%

1%

2%

2008 Capacity Share

1997 Capacity Share

1992 Capacity Share

26

Wallboard Industry Capacity Expansions

INDUSTRY CAPACITY ADDITIONS

CAPACITY CLOSURES (includes 1 BSF of unspecified closures)

EAGLE PLANTS

Capacity Summary

(in BSF)

37.8

Current

(5.3)

Closures

5.2

Additions

37.9

1/1/07

27

Wallboard Utilization Outlook

(numbers in billion square feet)

66%

37.8

25.1

0.4

10.0

7.4

7.3

CY

2008E

80%

37.9

30.2

0.4

10.8

7.8

11.2

CY

2007

94%

37.2

35.0

0.4

10.6

7.6

16.4

CY

2006

58%

37.8

22.0

0.3

9.6

6.2

5.9

CY

2009E

Average annual industry utilization

Ending annual capacity

Total

Mfd Housing

Repair & Remodel

New Commercial

New Residential

Consumption Estimates:

28

Eagle’s Wallboard Operations

American Gypsum Operations Overview

18-year history

Nearly 4.0 billion square feet of capacity

9% market share (5th in U.S.)

Lowest cost producer

Exceptional customer service

Premium quality

Wallboard Plants

Reload/Distribution Yards

Core Markets Served

29

American Gypsum’s Wallboard Production and

Cost

0.0

0.5

1.0

1.5

2.0

2.5

3.0

$0

$15

$30

$45

$60

$75

$90

Total BSF Produced

Production Cost / MSF *

* Before SG&A

** Includes effect from start-up of new plant in Georgetown, South Carolina

30

31

Gypsum Paperboard Industry Update

Nearly 100% vertically integrated

One notable exception –

CertainTeed

–

•

40% of Republic Paperboard’s capacity supplies 65% of

CertainTeed’s

U.S. paper needs

Most industry capacity high cost cylinder machines producing high basis

weight gypsum liner

OCC costs are trending down

32

Eagle’s Gypsum Paperboard Overview

Original design capacity of 220,000 tons has been

increased to 320,000 tons

Republic produces light-weight gypsum paperboard

15% lighter than gypsum industry average

Superior wallboard conversion characteristics

Produces uniform cross-directional strength, weight

and moisture profile

40% of capacity consumed internally, 30% sold through

long-term sales contract with CertainTeed, 30% sold in

spot linerboard market

33

34

Concrete and Aggregates Industry Update

Over 3 billion tons per year of aggregates produced annually in the U.S.

Top 6 aggregates companies have 38% market share; more than double from

18% in 1980

Large multi-nationals are consolidating

Over 460 million cubic yards per year of ready-mix concrete produced

annually in the U.S.

Top 6 Concrete companies have 23% market share

Downturn in construction market causing lower concrete and aggregates

demand

Recent heightened emphasis on America’s ailing infrastructure, combined

with ailing U.S. economy has Congress reviewing new infrastructure plans

35

Eagle’s Operations Overview

Strong competitive position in                   

local markets

Capacity

•

Aggregates

–

5.5

million

tons

•

Concrete

–

850,000

cubic

yards

Complimentary to Eagle’s Cement     

business

Organic growth opportunities

Vast aggregates reserves of over                    

1 billion tons in Northern California

Exceptional customer service

Our Concrete and Aggregates Operation

36

Construction Demand Drivers

New

Residential,

37%

New Non-

Residential,

26%

Repair and

Remodel, 36%

Other, 1%

•

Public Infrastructure

•

New Residential Construction

•

Commercial Construction

•

Repair and Remodel Construction

Public

Infrastructure,

58%

New Non-

Residential,

18%

New

Residential,

17%

Other, 6%

American Gypsum’s

Wallboard

Eagle’s                    

Cement

37

1.

Eagle at a Glance

2.

Industry Outlook

3.

Bridge Over Troubled Waters

38

39

Eagle’s Bridge over Troubled Waters

Increased infrastructure spending

Strong cash flow from low-cost operations during difficult times

Premium quality products

Exceptional customer service

Strong long-term customer relationships

Low overhead

Smart, hard working, technologically proficient employees

These bridges, combined with well designed growth plans,

position Eagle for significant growth when construction

markets improve

40

Eagle Materials Inc.

Question

&

Answer

41

Contact Information

Mark Dendle, Executive Vice President and CFO

Telephone:  214-432-2011

Email:  mdendle@eaglematerials.com

Craig Kesler, Vice President -

Investor Relations and Corporate Development

Telephone:  214-432-2013

Email:  ckesler@eaglematerials.com

Steve Rowley, President and CEO

Telephone:  214-432-2020

Email:  srowley@eaglematerials.com

Eagle Materials Inc.                               NYSE:  EXP  

www.eaglematerials.com