UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


          Date of Report (Date of earliest event reported): May 1, 2005


                             Headwaters Incorporated
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


           Delaware                   0-27808                   87-0547337
- ----------------------------       ------------           ----------------------
(State or other jurisdiction       (Commission              (I.R.S. Employer
      of incorporation)            File Number)           Identification Number)


        10653 South River Front Parkway, Suite 300
                    South Jordan, UT                             84095
         ----------------------------------------            ------------
         (Address of principal executive offices)             (Zip Code)

       Registrant's telephone number, including area code: (801) 984-9400

                                 Not Applicable
          ------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

         [ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)

         [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)

         [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

         [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))



Item 1.01. Entry into a Material Definitive Agreement.

         On May 1, 2005, the Compensation Committee of the Board of Directors of
Headwaters Incorporated ("Headwaters") approved grants of two forms of a stock
appreciation right ("SAR") and a form of a performance unit award under
Headwaters' 2002 Stock Incentive Plan, 2003 Stock Incentive Plan and Long Term
Incentive Plan to officers and other employees of Headwaters and its subsidiary
corporations. The awards largely accelerate approximately five years of
long-term incentive compensation into the June 2005 quarter in conjunction with
the gain to be recognized from the settlement of the AJG litigation. The
following are the material terms and conditions of the SARs and performance unit
awards.

         Approximately 1,870,000 of the SARs were granted under the first form
of the SARs. These SARs were vested on the grant date and require a payment by
grantees of $2.00 per SAR, payable over a five-year period. Also, the maximum
payment on each of these SARs cannot exceed the fair market value of the
Company's common stock at the date of grant. These SARs were granted under
Headwaters' 2002 Stock Incentive Plan and 2003 Stock Incentive Plan.

         Approximately 1,170,000 of the SARs were granted under the second form
of the SARs. These SARs vest with continuous employment over a five-year period.
One million one hundred twenty thousand of these SARs will be exercisable solely
based on the achievement of performance criteria related to growth in the
"economic value added" of Headwaters. These SARs were granted under Headwaters'
Long Term Incentive Plan.

         Under the performance unit awards granted by Headwaters, recipients
were granted a right to earn a cash bonus, in a potential amount totaling
approximately $6,100,000, based on performance criteria tied to the economic
value created or preserved by a specific business unit after December 2007.
These performance unit awards were granted under Headwaters' Long Term Incentive
Plan.

         Headwaters intends to file the forms of the awards as exhibits to its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.

                                       2


                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: May 5, 2005                           HEADWATERS INCORPORATED
                                            (Registrant)


                                            By  /s/ Kirk A. Benson
                                              -------------------------------
                                                Kirk A. Benson
                                                Chief Executive Officer
                                                (Principal Executive Officer)

                                       3