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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      
1. Name and Address of Reporting Person * Powers David B 2. Issuer Name and Ticker or Trading Symbol EAGLE MATERIALS INC [ EXP ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)         (First)         (Middle)
5960 BERKSHIRE LN, STE 900
3. Date of Earliest Transaction (MM/DD/YYYY)
2/4/2021
(Street)
DALLAS, TX 75225
(City)       (State)       (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)
2/8/2021 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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  12/21/2020    G   V 46840  D $0.00  1495 (1) D   
Common Stock  12/21/2020    G   V 46840  A $0.00  46840 (1) I  By spousal trust 
Common Stock                 40603 (1) I  By spousal trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  The reporting person's Form 4 filed on February 8, 2021 inadvertently failed to reflect the form of the reporting person's ownership following a gift effected on December 21, 2020, when the reporting person gifted 46,840 shares of common stock to a spousal trust, of which the reporting person's spouse is trustee. The beneficiaries of the trust are the reporting person's spouse and children, and the reporting person disclaims beneficial ownership of securities held by the trust. Therefore, following the transactions reported in the Form 4, rather than direct ownership of 42,098 shares, the reporting person's holdings should have reflected direct ownership of 1,495 shares (following the stock option exercises and sales) and indirect ownership of 40,603 shares (following a sale by the trust of 6,237 shares).

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Powers David B
5960 BERKSHIRE LN, STE 900
DALLAS, TX 75225
X



Signatures
/s/ Scott M. Wilson as Attorney-in-Fact for David B. Powers 3/25/2021
**Signature of Reporting Person Date
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