EXHIBIT 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated July 15, 2002 relating to
the financial statements, which appears in Headwaters Incorporated's Annual
Report on Form 10-K for the year ended September 30, 2003. We also consent to
the reference to us under the heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Salt Lake City, Utah
October 20, 2004