SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549



                            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):  February 23, 2004
                                                    ---------------------



                    EAGLE SUPPLY GROUP, INC.
     ------------------------------------------------------
     (Exact Name of Registrant as Specified in its Charter)




     Delaware               1-14904                        13-3889248
- ----------------    ------------------------           -----------------
(State or Other     (Commission File Number)              (IRS Employer
  Jurisdiction                                           Identification
 Incorporation)                                              Number)



122 East 42nd Street, Suite 1618, New York, NY                10168
- ----------------------------------------------         -----------------
   (Address of Principal Executive Offices)                (Zip Code)




Registrant's telephone number, including area code:     (212) 986-6190
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Item 5.  Other Events.

     In connection with the Company's initial public offering in
March 1999, the Company issued 2,875,000 redeemable common stock
purchase warrants ("Warrants").  Subsequent to the closing of its
initial public offering, the Company issued an additional 150,000
Warrants.  Each Warrant entitles the holder to purchase one share
of the Company's Common Stock at an exercise price of $5.50 per
share until March 12, 2004.

     As previously disclosed in the Company's Quarterly Report on
Form 10-Q for the period ended December 31, 2003, on December 19,
2003, the Board of Directors of the Company authorized the
Company's management to extend the exercise period of the
Warrants in its sole discretion.  On February 23, 2004, the
Company's management extended the exercise period of the Warrants
from March 12, 2004 to September 12, 2004.  All other terms
regarding the Warrants, including the exercise price, remain the
same.

     The shares of Common Stock, $0.0001 par value per share,
underlying all such Warrants have been registered with the
Securities and Exchange Commission on a Registration Statement on
Form S-3 (Registration No. 333-86912) (the "Registration
Statement").  On February 23, 2004, the Company filed a
supplement to the prospectus contained in the Registration
Statement pursuant to Rule 424(b)(3) of the Securities Act of
1933, as amended.


[Rest of Page Intentionally Blank.  Signature on following Page.]














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                            SIGNATURE

     Pursuant to the requirements of the Securities Exchange  Act
of  1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                                  EAGLE SUPPLY GROUP, INC.



Date:  February 23, 2004          By: /s/Douglas P. Fields
                                     -----------------------------
                                        Douglas P. Fields
                                        Chief Executive Officer

























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