Exhibit 99

     HEADWATERS INCORPORATED CLOSES SOUTHWEST CONCRETE PRODUCTS ACQUISITION

                  o Expands "Green" Building Products in Texas
            o Expands Manufacturing and Sales Capabilities in Texas
             o Estimated to be Accretive to FY 2004 and FY 2005 EPS
                  o Further Diversifies Headwaters' Operations

SOUTH JORDAN, UTAH, JULY 7, 2004 - HEADWATERS INCORPORATED (NASDAQ: HDWR) today
announced that it has closed the acquisition of certain assets of Southwest
Concrete Products, LP, ("SCP") a leading manufacturer of concrete blocks in
South Texas. The acquisition also provides Headwaters with the opportunity to
use fly ash in the manufacturing process and expand the usage of environmentally
friendly coal combustion materials in branded building products, including
concrete block, brick and foundation blocks. The purchase price for SCP's assets
was approximately $36 million, consisting of cash and the assumption of
approximately $10 million in industrial revenue bonds. Headwaters also agreed to
pay an earn out to the sellers if the EBITDA of the acquired operations exceeds
the current EBITDA for the twelve months ending December 31, 2005. The
acquisition of Southwest Concrete Products is expected to be accretive to
Headwaters' EPS in FY 2004 and FY 2005, without anticipating potential
synergies. SCP had revenues of $31 million and EBITDA (earnings before net
interest, income taxes, depreciation and amortization) margins of approximately
16% for the calendar year 2003.

SCP has operations in Alleyton, San Antonio and Houston which complement
Headwaters' similar operations in Dallas and in East Texas. There is little
overlap in market coverage between the two operations. The combined block
operations provide Eldorado Stone, Headwaters' manufactured stone company, a
strategic partner for expansion of sales into the Texas market, increasing
consumers' choice of environmentally friendly building products.

"Southwest Concrete Products brings to Headwaters modern concrete manufacturing
facilities and an experienced management team. The President of SCP will assume
responsibility for all of our manufactured products activities in Texas and he
brings a new perspective and energy to our activities," said Kirk A. Benson,
Chairman and CEO of Headwaters.

"One of our goals has been to add value to our coal-based manufactured products,
and the addition of SCP certainly helps to achieve our goal. The addition of
these assets will add critical mass to our 'green' coal-based construction
materials division, and strengthen brand identification with environmentally
friendly products," Mr. Benson further stated.

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 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 the 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.