CONSENT OF INDEPENDENT ACCOUNTANTS


We  hereby  consent  to the  incorporation  by  reference  in  the  Registration
Statements on Form S-3 (File No.'s 333-67371,  333-34488,  333-36872,  333-79385
and 333-85753) and on Form S-8 (File No.'s  333-39674,  333-39676 and 333-39678)
of Headwaters  Incorporated  (formerly Covol  Technologies,  Inc.) of our report
dated January 13, 2000,  which appears in this Form 10-K. We also consent to the
reference to us under the heading  "Selected  Financial Data" in this Form 10-K,
which is incorporated by reference in such Registration Statements.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Salt Lake City, Utah
December 14, 2000