As filed with the Securities and Exchange Commission on May 11, 2005.
Registration No. 333-103527

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

HEADWATERS INCORPORATED
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

Delaware 87-0547337
- ------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)

10653 South River Front Parkway, Suite 300
South Jordan, Utah 84095
(801) 984-9400
-------------------------------------------------------------
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)

HEADWATERS INCORPORATED 2002 STOCK INCENTIVE PLAN
-------------------------------------------------
(Full title of the plan)

Kirk A. Benson
CEO and Chairman of the Board of Directors
10653 South River Front Parkway, Suite 300
South Jordan, Utah 84095
(801) 984-9400
----------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

Copy to:
Harlan M. Hatfield
Vice President, General Counsel, and Secretary
Headwaters Incorporated
10653 South River Front Parkway, Suite 300
South Jordan, Utah 84095
(801) 984-9400
----------------

CALCULATION OF REGISTRATION FEE

- -------------------------------------- --------------------- ---------------------- ------------------- --------------
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount To Be Offering Price per Aggregate Registration
To Be Registered Registered (1) Share Offering Price Fee

Common Stock
Par value $0.001 per share 650,000 (2) $32.96 (3) $21,424,000 (3) $2,521.60
- -------------------------------------- --------------------- ---------------------- ------------------- --------------

(1) Pursuant to Rule 416, this Post-Effective Amendment No. 1 to the
Registration Statement on Form S-8 shall also cover any additional
shares of the common stock of Headwaters, Incorporated (the
"Registrant") that become issuable under the Headwaters Incorporated
2002 Stock Incentive Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration that increases the number of Registrant's
outstanding shares of common stock.

(2) The 650,000 shares of common stock, par value $0.001 per share, of the
Registrant (the "Common Stock") stated above consists of the aggregate
number of shares which may be sold under the Headwaters 2002 Stock
Incentive Plan.

(3) Estimated solely for the purpose of computing the registration fee
required by Section 6(b) of the Securities Act of 1933. Calculated in
accordance with Rule 457(c) and Rule 457(h) on the basis of the average
of the high and low prices as of May 10, 2005 of the Registrant's
Common Stock as reported on the New York Stock Exchange.

-----------------

The Registration Statement shall become effective upon filing in accordance with
Rule 462 under the Securities Act of 1933.

The contents of the Registrant's Form S-8 Registration Statement, Registration
No. 333-103527, dated February 28, 2003, relating to the Headwaters Incorporated
2002 Stock Incentive Plan, is incorporated herein by reference.

PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits

Exhibit
Number Exhibit
------ -------

5.1* Opinion of Harlan M. Hatfield regarding legality of securities
to be offered.

23.1* Consent of Ernst & Young LLP.

23.2 Consent of Harlan M. Hatfield (included in Exhibit 5.1).

24.1 Power of Attorney (included in Part II of this Registration
Statement).

99** Headwaters Incorporated 2002 Stock Incentive Plan,
incorporated by reference to Exhibit 99.4 to Headwaters
Incorporated's Form 10-K, filed December 24, 2002.

* Filed herewith.
** Incorporated by reference.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Post
Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
South Jordan, State of Utah on May 11, 2005.

HEADWATERS INCORPORATED

By: /s/ Kirk A. Benson
----------------------------------
Kirk A. Benson
Chief Executive Officer, Chairman

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has
been signed by the following persons in the capacities and on the dates
indicated.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
in so signing also makes, constitutes and appoints Harlan M. Hatfield as his
true and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities to execute and cause to be filed with the Securities and Exchange
Commission any and all amendments (including pre-effective and post-effective
amendments) to this Post-Effective Amendment No. 1 to the Registration Statement
on Form S-8, with exhibits thereto and other documents in connection therewith,
granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully as to all intents and purposes as he might or could
do in person, and hereby ratifies and confirms said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

SIGNATURE TITLE DATE
----------------- ------- -------

/s/ Kirk A. Benson Chief Executive Officer May 11, 2005
- ------------------------ and Director
Kirk A. Benson

/s/ Steven G. Stewart Chief Financial Officer May 11, 2005
- ------------------------
Steven G. Stewart

/s/ James A. Herickhoff Director May 11, 2005
- ------------------------
James A. Herickhoff

/s/ Raymond J. Weller Director May 11, 2005
- ------------------------
Raymond J. Weller

/s/ E. J. "Jake" Garn Director May 11, 2005
- ------------------------
E. J. "Jake" Garn

/s/ R. Sam Christensen Director May 11, 2005
- ------------------------
R. Sam Christensen

/s/ William S. Dickinson Director May 11, 2005
- ------------------------
William S. Dickinson

/s/ Malyn K. Malquist Director May 11, 2005
- ------------------------
Malyn K. Malquist

/s/ Blake O. Fisher, Jr. Director May 11, 2005
- ------------------------
Blake O. Fisher, Jr.

INDEX TO EXHIBITS

Exhibit
Number Exhibit
------ -------

5.1 Opinion of Harlan M. Hatfield regarding legality of securities
to be offered.

23.1 Consent of Ernst & Young LLP.

23.2 Consent of Harlan M. Hatfield (included in Exhibit 5.1).

24.1 Power of Attorney (included in Part II of this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8).

99 Headwaters Incorporated 2002 Stock Incentive Plan,
incorporated by reference to Exhibit 99.4 to Headwaters
Incorporated's Form 10-K, filed December 24, 2002.