Exhibit 23.3



                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated July 15, 2002 relating to
the financial statements for each of the two years ended September 30, 2001,
which appears in Headwaters Incorporated's Annual Report on Form 10-K for the
year ended September 30, 2002. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

Salt Lake City, Utah
July 21, 2003