Exhibit 23.2


                         CONSENT OF INDEPENDENT AUDITORS


         We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 333-96919) and
related Prospectus of Headwaters Incorporated and to the incorporation by
reference therein of our report dated November 15, 2002, with respect to the
consolidated financial statements of Headwaters Incorporated included in its
Annual Report (Form 10-K) for the year ended September 30, 2002, filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP

Salt Lake City, Utah
July 17, 2003