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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

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):
January 25, 2006

Eagle Materials Inc.

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:

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

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

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

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

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Item 7.01. Regulation FD Disclosure.

     On January 25, 2006, Eagle issued a press release (the “Press Release”) announcing plans to expand and modernize two of its cement plants. The Press Release also announced several corporate initiatives, including the following items approved by Eagle’s Board of Directors: (i) a proposal to amend Eagle’s Restated Certificate of Incorporation to eliminate Eagle’s dual class common stock structure (which amendment will require stockholder approval); (ii) a 3-for-1 stock split in the form of a 200% stock dividend, payable on February 24, 2006 to holders of record of Eagle’s Common Stock and Class B Common Stock on February 10, 2006; (iii) an increase in Eagle’s regular quarterly cash dividend from $1.20 to $2.10 per share (on a pre-split basis), commencing with the dividend payable on April 21, 2006; and (iv) an increase in Eagle’s stock repurchase authorization of up to 1 million shares of stock (inclusive of approximately 80,000 shares remaining under the current authorization). A copy of the Press Release announcing these matters is being furnished as Exhibit 99.2 hereto and is hereby incorporated in this Item 7.01 in its entirety by reference.

     On January 25, 2006, Eagle issued the Press Release, announcing, among other matters, that the Eagle Board of Directors has approved a proposal to amend Eagle’s Restated Certificate of Incorporation to eliminate Eagle’s dual class common stock structure (which amendment will require stockholder approval). The portion of the Press Release under the heading “Combination of Two Classes of Stock” and the related legend at the end of the Press Release is filed pursuant to, and incorporated by reference in, this Item 8.01 as soliciting material pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended.