Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
STEWART ROBERT S
   2. Issuer Name and Ticker or Trading Symbol
EAGLE MATERIALS INC [EXP] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP-Strategy & Corp. Develop.
(Last)
(First)
(Middle)
3811 TURTLE CREEK BLVD., SUITE 1100		 3. Date of Earliest Transaction (Month/Day/Year)
05/05/2015
(Street)

DALLAS, TX 75219		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 05/05/2015   A   6,009 (1) A $ 0 51,668 D  
Common Stock 05/07/2015   F   504 D $ 84.3 (2) 51,164 (3) D  

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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 Underlying Securities
(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 of Derivative Security: 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
Non-Qualified Stock Option (Right to Buy) $ 87.37 05/05/2015   A   5,466     (4) 06/03/2024 Common Stock 5,466 $ 0 5,466 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEWART ROBERT S
3811 TURTLE CREEK BLVD.
SUITE 1100
DALLAS, TX 75219		       EVP-Strategy & Corp. Develop.  

Signatures

 /s/ Scott M. Wilson Attorney-in-Fact for Robert S. Stewart   05/07/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On June 3, 2014, the reporting person was granted 6,009 shares of restricted stock, subject to the achievement by the Company of performance vesting criteria based on the Company's average return on equity measured at the end of fiscal 2015. On May 5, 2015, the performance vesting criteria was determined to have been met such that all of the 6,009 shares of restricted stock have been earned. In accordance with the Restricted Stock Agreement, the restriction on one-fifth of the earned shares (1,202 shares) lapsed on May 7, 2015. The restrictions on the remaining shares will lapse ratably on March 31 of 2016, 2017, 2018 and 2019.
(2) In accordance with the issuer's Amended and Restated Incentive Plan, this price represents the closing price per share of Common Stock on the previous trading day.
(3) 504 shares were withheld by the issuer to satisfy income tax withholding requirements related to the lapsing of the restriction on 1,202 shares of restricted stock awarded to the reporting person on June 3, 2014 (as reported in footnote 1).
(4) On June 3, 2014, the reporting person was granted an option to purchase up to 5,466 shares of Common Stock subject to the achievement by the Company of certain performance vesting criteria measured at the end of fiscal 2015. On May 5, 2015, the performance vesting criteria were determined to have been satisfied such that all of such options became earned and reportable on such date. The earned options become vested and exercisable as follows: one-third are exercisable immediately; one-third become exercisable on March 31, 2016; and the remaining one-third become exercisable on March 31, 2017.

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