Exhibit 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



         We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3) and related Prospectus
of Headwaters Incorporated and to the incorporation by reference therein of our
report dated November 10, 2004, with respect to the consolidated financial
statements of Headwaters Incorporated included in its Annual Report (Form 10-K)
for the year ended September 30, 2004, filed with the Securities and Exchange
Commission.

/s/ Ernst & Young LLP

February 2, 2005
Salt Lake City, Utah