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):

May 8, 2009

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Information responsive to Item 5.02(b) and (e):

On May 11, 2009, Eagle Materials Inc., a Delaware corporation (“Eagle”), announced that Mark V. Dendle, Eagle’s Executive Vice President – Finance & Administration and Chief Financial Officer, will resign effective June 12, 2009. Mr. Dendle advised Eagle on May 8, 2009 that he will remain in his position to assist with transition items as well as the filing of Eagle’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009. Eagle has agreed to pay Mr. Dendle $200,000 over the six (6) months following his departure. There was no disagreement or dispute with the Company concerning his resignation.

A copy of Eagle’s press release announcing Mr. Dendle’s resignation is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99.1	Press Release dated May 11, 2009 issued by Eagle Materials Inc. (announcing resignation of Mark V. Dendle)

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/    James H. Graass
	James H. Graass Executive Vice President, General Counsel and Secretary

Date: May 11, 2009

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release dated May 11, 2009 issued by Eagle Materials Inc. (announcing resignation of Mark V. Dendle)

EX-99.1

Exhibit 99.1

EAGLE MATERIALS INC. ANNOUNCES

RESIGNATION OF CHIEF FINANCIAL OFFICER

(Dallas, TX May 11, 2009): Eagle Materials Inc. (NYSE: EXP) today announced that Mark V. Dendle, Eagle’s Executive Vice President – Finance & Administration and Chief Financial Officer, will resign effective June 12, 2009 in order to pursue other interests. Mr. Dendle has advised Eagle that he will remain in his position through June 12, 2009 to assist with transition items as well as the filing of Eagle’s Annual Report on Form 10-K for the fiscal year ended March 31, 2009. Eagle has agreed to continue to pay Mr. Dendle his base salary for six (6) months following his departure. There was no disagreement or dispute with the Company concerning his resignation.

“During his time at Eagle, Mark has provided valuable assistance to Eagle as it navigates its way through the current business environment,” said Steven R. Rowley, President and Chief Executive Officer. “We wish Mark well in his future endeavors and thank him for his service and contributions to Eagle.”

Eagle intends to immediately commence the process of identifying a replacement.

About Eagle Materials Inc.

Eagle Materials Inc. is a Dallas-based company that manufactures and distributes Cement, Gypsum Wallboard, Recycled Paperboard and Concrete and Aggregates.

For additional information, contact at 214/432-2000.

Steven R. Rowley

President and Chief Executive Officer

Craig Kesler

Vice President – IR and Corporate Development