NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES

The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on May 19, 2017, pursuant to the provisions of Rule 12d2-2 (a).

[  X  ] 17 CFR 240.12d2-2(a)(3)  That on May 8, 2017 the instruments representing the securities comprising the entire class of this security came to evidence, by operation of law or otherwise, other securities in substitution therefore and represent no other right except, if such be the fact, the right  to receive an immediate cash payment.

The merger between Headwaters Incorporated and Enterprise Merger Sub, Inc., an indirect wholly owned subsidiary of Boral Limited became effective on May 8, 2017. Each share of Headwaters Incorporated Common Stock was converted into $24.25 in cash.

The Exchange also notifies the Securities and Exchange Commission that as a result of the above indicated conditions this security was suspended from trading prior to market open on May 8, 2017.