April 4, 2007


By facsimile to (415) 983-1200 and U.S. Mail


Mr. Kirk A. Benson
Chairman and Chief Executive Officer
Headwaters Incorporated
10653 South River Front Parkway, Suite 300
South Jordan, UT 84095

Re:	Headwaters Incorporated
	Pre-effective Amendment 2 to Registration Statement on Form
S-4
	Filed March 27, 2007
File No. 333-140067

Dear Mr. Benson:

	We reviewed the filing and have the comments below.

Summary, Taxation, page 5

1. As requested previously, please revise to state that this is
counsel`s opinion and delete "we believe" and "consistent with our
opinion."  Please comply also in the risk factors section on pages
25
and 27.

Conversion Rate Adjustment upon Certain Fundamental Changes, page
12;
Adjustment to Conversion Rate Upon a Fundamental Change, page 64

2. Refer to prior comment 4.  As requested previously, please
provide
an example at page 12.  Further, the table on page 65, as
designed,
does not appear to include a place for showing the number of
additional shares per $1,000 principal amount of new securities by
which the conversion rate will be increased.  Please revise.


Closing

	File an amendment to the S-4 in response to the comments.  To
expedite our review, you may wish to provide us three marked
courtesy
copies of the filing.  Include with the filing a cover letter
tagged
as correspondence that keys the responses to the comments and any
supplemental information requested.  If you think that compliance
with any of the comments is inappropriate, provide the basis in
the
letter.  We may have additional comments after review of the
filing,
the responses to the comments, and any supplemental information.

	We urge all persons responsible for the accuracy and adequacy
of
the disclosures in the filings reviewed by us to make certain that
they have provided all information that investors require for an
informed decision.  Since Headwaters and its management are in
possession of all facts relating to the disclosures in the
filings,
they are responsible for the adequacy and accuracy of the
disclosures
that they have made.

      When responding to our comments, provide a written statement
from Headwaters acknowledging that:

* Headwaters is responsible for the adequacy and accuracy of the
disclosures in the filings.

* Our comments or changes to disclosures in response to our
comments
do not foreclose the Commission from taking any action on the
filings.

* Headwaters may not assert our comments as a defense in any
proceedings initiated by the Commission or any person under the
United States` federal securities laws.

	The Commission`s Division of Enforcement has access to all
information that Headwaters provide us in our review of the
filings
or in response to our comments on the filings.

      You may direct questions on accounting comments to Melissa
N.
Rocha, Staff Accountant, at (202) 551-3854 or Alfred P. Pavot,
Jr.,
Staff Accountant, at (202) 551-3738.  You
may direct questions on other comments and disclosure issues to
Edward M. Kelly, Senior Counsel, at (202) 551-3728 or me at (202)
551-3767.

Very truly yours,





Jennifer R. Hardy

Legal
Branch Chief

cc:	Linda C. Williams, Esq.
	Pillsbury Winthrop Shaw Pittman LLP
	50 Fremont Street
	San Francisco, CA 94105



Mr. Kirk A. Benson
April 4, 2007
Page 1





1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE