Exhibit 23.1



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 No. 333-103527 pertaining to the
Headwaters Incorporated 2002 Stock Incentive Plan 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

Salt Lake City, Utah
May 9, 2005