10653 South River Front Parkway
Suite 300
South Jordan, UT 84095
April 3, 2009
BY TELECOPIER AND ELECTRONIC TRANSMISSION
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-0510
Attention: | Pamela Long, Assistant Director | |
| Dietrich King, Attorney |
RE: | Headwaters Incorporated Amendment No. 2 to Registration Statement on Form S-3 Filed March 4, 2009 File No. 333-156794
Withdrawal of Request for Acceleration of Effectiveness |
Ladies and Gentlemen:
Headwaters Incorporated (the “Registrant”) hereby withdraws its request for acceleration of the effective date of the above-captioned registration statement on Form S-3 (the “Registration Statement”) previously submitted on April 1, 2009. The Registrant intends to resubmit its request for acceleration of the Registration Statement at a later time.
| Very truly yours, | ||
HEADWATERS INCORPORATED | ||
| By: | /s/ D. Kerry Stubbs | |
D. Kerry Stubbs Vice President of Financial Reporting | ||
| cc: | Harlan M. Hatfield, Senior Vice President and General Counsel |
| Linda C. Williams, Esq., Pillsbury Winthrop Shaw Pittman LLP |