Exhibit 99

                       HEADWATERS INCORPORATED TO ACQUIRE
                                 ELDORADO STONE

         o        Positions Headwaters in High Growth, "Green" Building Products
                  Manufactured From Fly Ash

         o        Estimated to be Accretive to 2004 and 2005 EPS

         o        Provides National Sales and Distribution Capabilities for Fly
                  Ash Construction Materials

         o        Further Diversifies Headwaters' Cash Flows

SOUTH JORDAN, UTAH, APRIL 21, 2004 - HEADWATERS INCORPORATED (NASDAQ: HDWR)
today announced that it has entered into a purchase agreement to acquire the
ownership interests of Eldorado Stone, LLC, a leading manufacturer of
architectural manufactured stone, based in San Marcos, California. Eldorado
Stone is being purchased from Graham Partners, a middle market private equity
firm, and members of management, for a purchase price of approximately $202
million. The acquisition provides Headwaters with the opportunity to expand the
use of environmentally friendly coal combustion materials in high-growth,
branded building products. Eldorado Stone will become a wholly-owned subsidiary
of Headwaters, integrated into its fly ash construction materials operations.
The acquisition, which is subject to regulatory approvals, completion of
financing, and other customary conditions, is expected to close in May.

The acquisition of Eldorado Stone is expected to be accretive to Headwaters' EPS
in 2004 and 2005, without including potential synergies, as well as on a
historical pro forma basis. The addition of Eldorado Stone continues the
diversification of Headwaters' cash flows for future development of important
technological, operational and strategic initiatives.

Eldorado Stone has experienced high growth as a result of the increasing demand
for manufactured stone in the U.S., the quality of its product, its strong brand
name, and management performance. Eldorado Stone's sales grew approximately 24%
in 2003, and it has enjoyed approximately 22% annual sales growth over the last
three years. It is expected that the company's EBITDA (earnings before interest,
income taxes, depreciation and amortization) margins will be in excess of 20%.
Participating in one of the fastest growing segments of the building products
industry, Eldorado Stone has the potential to continue strong growth in sales,
EBITDA and free cash flows.

"Headwaters is excited about the acquisition of Eldorado Stone. The addition of
Eldorado Stone will add critical mass to our "green" manufactured construction
materials division, and significantly enhance its profitability," said Kirk A.
Benson, Chairman and CEO of Headwaters. "Eldorado is a strong competitor within
a fast-growing market and should strengthen our ash-based construction materials
and sales opportunities as we gain access to Eldorado's national sales and
distribution system. We are also very pleased to have Eldorado's management team
join us at Headwaters and continue to build the Eldorado construction materials
business," Mr. Benson further stated.

Eldorado Stone had revenues of approximately $100 million in the twelve months
ended December 31, 2003. Headwaters will file Form 8-K with complete historical
and proforma information upon consummation of the acquisition.

The total purchase price for Eldorado Stone is approximately $202 million. The
calculation of the final purchase price will vary based on certain adjustments
at the time of closing as well as total closing and transaction costs.
Headwaters will use existing cash, financing available under its new credit
facility with Bank One and new financing to be obtained prior to closing.
JPMorgan acted as exclusive strategic M&A advisor to Headwaters on this
transaction.



Headwaters will hold a conference call and web cast (with slides) tomorrow, at
11:00 a.m. Eastern/9:00 a.m. MDT to discuss the Company's financial results and
the Eldorado acquisition. The call will be available live via the Internet by
accessing Headwaters' web site at www.hdwtrs.com and clicking on the Investor
Relations section. To listen to the live broadcast, please go to the web site at
least fifteen minutes early to register, download, and install any necessary
audio software. For those who cannot listen to the live broadcast, an online
replay will available for 90 days on www.hdwtrs.com, or a phone replay will be
available through April 29, 2004, at 11:59 p.m. ET by dialing 800-642-1687 or
706-645-9291 and entering the passcode 6702564.

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.

About Eldorado Stone

Eldorado Stone LLC is a specialty building materials siding company and a
leading manufacturer of architectural stone veneer, also known as manufactured
stone, for residential and commercial use. Eldorado's proprietary technologies
allow it to offer a variety of customizable stone profiles designed to look like
natural stone. Eldorado markets in the U.S., Canada, Europe and Asia through a
network of masonry, building materials, traditional roofing and siding materials
distributors, fireplace suppliers and independent franchisees. Eldorado's focus
on product quality, breadth and innovation, combined with a geographically
diversified manufacturing platform, provides it with significant advantages in
driving end-users, architects and builders to choose Eldorado Stone over
traditional materials such as natural stone, brick or stucco. Eldorado currently
offers a national product line of 60 distinct national stone types developed
from 12 stone profiles. Eldorado also offers a variety of regional stone
products, unique to particular geographies, to further complement its national
products. Each stone profile is manufactured using numerous original natural
stones, which creates a realistic, non-repetitive, natural stone look and is
crafted in a variety of natural colors. Eldorado's web site is
www.eldoradostone.com.

About Graham Partners

Graham Partners is a private investment firm based in suburban Philadelphia
managing a private equity fund with over $227 million in committed capital.
Graham Partners is an investment affiliate of the privately held Graham Group of
York, Pennsylvania, an industrial and investment concern with global interests
in plastics, packaging, machinery, building products and outsource
manufacturing. Graham Partners seeks to acquire industrial companies with
revenues between $20 million and $250 million that participate in manufacturing
niches where Graham Partners can leverage its unique combination of operating
resources and financial expertise.

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 and building 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, building 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.