Exhibit 99


    HEADWATERS INCORPORATED CLOSES ACQUISITION OF VFL TECHNOLOGY CORPORATION

SOUTH JORDAN, UTAH, APRIL 12, 2004 - HEADWATERS INCORPORATED (NASDAQ:
www.hdwtrs.com) today announced that it has closed the acquisition of VFL
Technology Corporation (VFL). On February 19, 2004, Headwaters previously
announced that it had entered into a definitive agreement for the acquisition of
VFL. The closing was contingent, among other items, upon completion of
satisfactory due diligence by Headwaters. All of the conditions to closing were
met and the formal closing and filings were completed April 9, 2004. The
acquisition broadens the scope of services Headwaters offers as well as its
client base, principally on the East Coast.

VFL was valued at $29 million to be paid by Headwaters in cash and debt. The
acquisition is anticipated to be accretive to Headwaters' fiscal 2004 earnings.

VFL manages a total of approximately 2 million tons of coal combustion products
annually for a variety of applications. Coal ash utilization applications
managed by VFL include replacement of portland cement, structural base for road
construction, stabilization of municipal and industrial wastes, and flowable
fills. VFL is an industry leader in the design, construction, and operation of
facilities for the management of flue gas desulphurization material produced by
emissions control "scrubbers" at coal fired power plants. The acquisition
strengthens Headwaters relationships with a number of coal-based utilities that
employ desulphurization technologies.

"We are happy to add VFL to our fly ash operations along the eastern seaboard
and in the Ohio River Valley. VFL has operating knowledge that allows the use of
low quality ash materials in value added applications. The addition of VFL opens
additional opportunities for Headwaters to expand its position as the major
manager of fly ash in the United States," said Bill Gehrmann, Senior Vice
President of ISG Resources.

About Headwaters Incorporated

Headwaters Incorporated is a world leader in creating value through innovative
advancements in the utilization of natural resources. The Company is focused on
providing services to energy companies, conversion of fossil fuels into
alternative energy products, and adding value to energy. Headwaters generates
revenue from managing coal combustion products (CCPs) and from licensing its
innovative chemical technology to produce an alternative fuel. Through its CCP
business, fly ash building products business, and its solid alternative fuels
business, the Company earns a growing revenue stream that provides the capital
needed to expand and acquire synergistic new business opportunities.



Forward Looking Statements

Certain statements contained in this report are forward-looking statements
within the meaning of federal securities laws and Headwaters intends that such
forward-looking statements be subject to the safe-harbor created thereby.

Forward-looking statements include Headwaters' expectations as to the managing
and marketing of coal combustion products, operation of facilities utilizing
alternative fuel technologies, the marketing of synthetic fuels, the receipt of
licensing fees, royalties, and product sales revenues, the development,
commercialization, and financing of new technologies and other strategic
business opportunities and acquisitions, and other information about Headwaters.
Such statements that are not purely historical by nature, including those
statements regarding Headwaters' future business plans, the operation of
facilities, the availability of tax credits, the availability of feed stocks,
and the marketability of the coal combustion products and synthetic fuel, are
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding future events and our future results
that are based on current expectations, estimates, forecasts, and projections
about the industries in which we operate and the beliefs and assumptions of our
management. Actual results may vary materially from such expectations. Words
such as "expects," "anticipates," "targets," "goals," "projects," "believes,"
"seeks," "estimates," variations of such words, and similar expressions are
intended to identify such forward-looking statements. Any statements that refer
to projections of our future financial performance, our anticipated growth and
trends in our businesses, and other characterizations of future events or
circumstances, are forward-looking.

In addition to matters affecting the coal combustion products, synthetic fuel
and building products industries or the economy generally, factors which could
cause actual results to differ from expectations stated in forward-looking
statements include, among others, the factors described in the captions entitled
"Forward-looking Statements" and "Risk Factors" in Item 7 in Headwaters' Annual
Report on Form 10-K for the fiscal year ended September 30, 2003, Quarterly
Reports on Form 10-Q, and other periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on reasonable
assumptions within the bounds of its knowledge of its business and operations,
there can be no assurance that our results of operations will not be adversely
affected by such factors. Unless legally required, we undertake no obligation to
revise or update any forward-looking statements for any reason. Readers are
cautioned not to place undue reliance on these forward-looking statements, which
speak only as of the date of this report.

Our internet address is www.hdwtrs.com. There we make available, free of charge,
our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and any amendments to those reports, as soon as reasonably
practicable after we electronically file such material with, or furnish it to,
the SEC. Our reports can be accessed through the investor relations section of
our web site.