Securities and Exchange Commission
Washington, D. C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Eagle Materials Inc
Common Stock
CUSIP Number 26969P108
Date of Event Which Requires Filing of this Statement: December 31, 2006
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
CUSIP No. 26969P108
1) Name of reporting person:
Batterymarch Financial Management, Inc.
Tax Identification No.:
52-1893111
2) Check the appropriate box if a member of a group:
a) n/a
b) n/a
3) SEC use only
4) Place of organization:
Maryland
Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 455,143 -
6) Shared voting power: - 0 -
7) Sole dispositive power: - 619,624 -
8) Shared dispositive power: - 0 -
9) Aggregate amount beneficially owned by each reporting person:
619,624
10) Check if the aggregate amount in row (9) excludes certain shares
n/a
11) Percent of class represented by amount in row (9):
1.28%
12) Type of reporting person:
IA, CO
_______________________________________________________________________
Item 1a) Name of issuer:
Eagle Materials, Inc.
Item 1b) Address of issuer's principal executive offices:
3811 Turtle Creek BLVD
Suite 1100
Dallas TX 75219
Item 2a) Name of person filing:
Batterymarch Financial Management, Inc.
Item 2b) Address of principal business office:
200 Clarendon Street
Boston, MA 02116
Item 2c) Citizenship:
Maryland Corporation
Item 2d) Title of class of securities:
Common Stock
Item 2e) CUSIP number: 26969P108
Item 3) If this statement is filed pursuant to Rule 13d-1(b),
or 13d-2(b), check whether the person filing is a:
(a)[ ]Broker or dealer under Section 15 of the Act.
(b)[ ]Bank as defined in Section 3(a) (6) of the Act.
(c)[ ]Insurance Company as defined in Section 3(a) (6) of the Act.
(d)[ ]Investment Company registered under Section 8 of the Investment
Company Act.
(e)[X]Investment Adviser registered under Section 203 of the Investment
Advisers Act of 1940.
(f)[ ]Employee Benefit Plan, Pension Fund which is subject to ERISA
of 1974 or Endowment Fund; see 240.13d-1(b)(ii)(F).
(g)[ ]Parent holding company, in accordance with 240.13d-1(b)(ii)(G).
(h)[ ]Group, in accordance with 240.13d-1(b)(1)(ii)(H).
Item 4) Ownership:
(a) Amount beneficially owned: 619,624
(b) Percent of Class: 1.28%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
455,143
(ii) shared power to vote or to direct the vote:
- 0 -
(iii) sole power to dispose or to direct the disposition of:
619,624
(iv) shared power to dispose or to direct the disposition of:
- 0 -
Item 5) Ownership of Five Percent or less of a class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than 5 percent of the class
of securities, check the following [ X ].
Item 6) Ownership of more than Five Percent on behalf of another
person:
n/a
Item 7) Identification and classification of the subsidiary which
acquired the security being reported on by the parent
holding company:
n/a
Item 8) Identification and classification of members of the group:
n/a
Item 9) Notice of dissolution of group:
n/a
Item 10) Certification:
By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not
acquired and are not held in connection with or as a participant in
any transaction having that purpose or effect.
Signature
-----------
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
-------------------------------
Date - February 12, 2007
Batterymarch Financial Management, Inc.
By _________________________________________________
/s/ Francis X. Tracy, President