Exhibit 23.3


                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of Headwaters Incorporated of our report dated December
23, 2003 relating to the consolidated financial statements of Tapco Holdings,
Inc. which appears in the Headwaters Incorporated Current Report on Form 8-K
dated September 8, 2004. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Bloomfield Hills, MI
February 3, 2005