Item 2.02 Results of Operations and Financial Condition

On October 22, 2009, Eagle Materials Inc., a Delaware corporation ("Eagle"), announced its results of operations for the quarter ended September 30, 2009. A copy of Eagle's earnings press release announcing these results is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

In the press release, as part of the comparison of the current quarter's earnings to Eagle's earnings in the same quarter of the prior fiscal year, Eagle excludes from the prior year's earnings the after-tax gain on the disposition of certain company assets (rail cars). This non-GAAP financial measure adjusts for a factor that is unusual and not part of Eagle's business operations, and is presented in the context of the comparison between the two periods using the financial measure prepared in accordance with GAAP. Eagle's management believes the presentation of this non-GAAP financial measure provides useful information to investors regarding Eagle's ongoing business performance; however, Eagle cautions investors to consider this non-GAAP financial measure in addition to, and not as a substitute for, the financial measure prepared in accordance with GAAP.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Description 99.1 Earnings Press Release dated October 22, 2009 issued by Eagle Materials Inc. (announcing quarterly operating results)

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