NEWS BULLETIN
                                  RE: Headwaters Incorporated
      FROM:                           10653 South River Front Parkway, Suite 300
                                      South Jordan, UT 84095
    FINANCIAL                         (801) 984-9400
 RELATIONS BOARD                      NYSE: HW

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FOR FURTHER INFORMATION


AT THE COMPANY:                                    AT FINANCIAL RELATIONS BOARD:
Sharon Madden                                      Tricia Ross
Director of Investor Relations                     Analyst Contact
(801) 984-9400                                     (617) 520-7064


FOR IMMEDIATE RELEASE:
MAY 27, 2005


                HEADWATERS INCORPORATED REPAYS $50 MILLION OF ITS
                        SENIOR SECURED SECOND LIEN DEBT


SOUTH JORDAN, UTAH, MAY 27, 2005 - HEADWATERS INCORPORATED (NYSE: HW), announced
today that it has repaid $50 million of its senior secured 2nd lien debt
reducing future interest expense by as much as $4.2 million per year, or
approximately $0.05 per share. The early prepayment reduces Headwaters' 2nd lien
debt balance to $50 million from the original amount of $150 million. The
interest rate on Headwaters' 2nd lien debt is 550 basis points above LIBOR,
compared to the interest rate on Headwaters' first lien debt of 225 basis points
above LIBOR. The Company paid a 3% premium in connection with this early
repayment and will immediately expense approximately $1.3 million of debt
acquisition costs as a result of this early repayment.

As previously announced, Headwaters reached a legal settlement in May and
received an initial payment of $50 million, which was used for the debt
repayment. Since September 30, 2004, Headwaters has repaid approximately $300
million of its debt, resulting in expected indebtedness of approximately $675
million.

About Headwaters Incorporated

Headwaters Incorporated is a world leader in creating value through innovative
advancements in the utilization of natural resources. Headwaters is a
diversified growth company providing products, technologies and services to the
energy, construction and home improvement industries. Through its alternative
energy, coal combustion products, and building products businesses, 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, the production and marketing of

                                     -more-


building materials and products, the licensing of technology and chemical sales
to alternative fuel facilities, the receipt of product sales, license fees and
royalty 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 feedstocks, 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 product, alternative 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, 2004, 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.headwaters.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.