Exhibit 31.1

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

         I, Steven G. Stewart, certify that:

         1. I have reviewed this Quarterly Report on Form 10-Q of Headwaters
Incorporated;

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of Headwaters as of,
and for, the periods presented in this report;

         4. Headwaters' other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for Headwaters and have:

         a)       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to Headwaters, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         b)       Evaluated the effectiveness of Headwaters' disclosure controls
                  and procedures and presented in this report our conclusions
                  about the effectiveness of the disclosure controls and
                  procedures, as of the end of the period covered by this report
                  based on such evaluation; and

         c)       Disclosed in this report any change in Headwaters' internal
                  control over financial reporting that occurred during the
                  quarter ended June 30, 2003 that has materially affected, or
                  is reasonably likely to materially affect, Headwaters internal
                  control over financial reporting; and

         5. Headwaters' other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
Headwaters' auditors and the audit committee of Headwaters' board of directors:

         a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect
                  Headwaters' ability to record, process, summarize and report
                  financial information; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in Headwaters'
                  internal control over financial reporting.


Date: August 8, 2003

/s/ Steven G. Stewart
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Steven G. Stewart
Chief Financial Officer