Exhibit 23

                        CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statements on
Form S-3 (File Nos. 333-34488, 333-67371, 333-76724, 333-79385, 333-96919 and
333-100322) and on Form S-8 (File Nos. 333-39674, 333-39676 and 333-39678) of
Headwaters Incorporated of our report dated November 15, 2002 with respect to
the consolidated financial statements of Headwaters Incorporated included in
this Annual Report (Form 10-K) for the year ended September 30, 2002.

/s/ Ernst & Young LLP

Salt Lake City, Utah
December 18, 2002