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

Salt Lake City, Utah
December 9, 2004