Exhibit 14


                             HEADWATERS INCORPORATED

                       CODE OF ETHICS AND BUSINESS CONDUCT

                      FOR EMPLOYEES, OFFICERS AND DIRECTORS

                                 April 25, 2005


Headwaters expects ethical conduct from its employees, officers and directors.
Your full compliance with this Code is mandatory. You are expected to
participate in and foster a culture of transparency, integrity and honesty in
the Company.

For guidance with respect to issues not addressed in this Code, employees are
directed to the Policies and Procedures Employee Handbook, which sets forth the
Company's policies on a wide range of issues that arise in the course of service
with the Company.

Conflicts of Interest
---------------------

As an employee, director or officer of the Company, it is imperative that you
avoid any interest or association that interferes or appears to interfere with
your independent exercise of judgment in the Company's best interests. You may
not exploit your position or relationship with the Company for personal gain.

There are many situations in which a conflict of interest may arise. If you have
concerns about any situation, follow the steps outlined in the Section on
"Reporting Violations."

Engaging in any conduct that represents a conflict of interest is strictly
prohibited.

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Gifts, Bribes and Kickbacks
---------------------------

 Other than for modest gifts given or received in the normal course of business
(including travel or entertainment), neither you nor your relatives may give
gifts to, or receive gifts from the Company's clients or vendors. Other gifts
may be given or accepted only with prior approval of your senior supervisor or
the Company's management and in no event should you put the Company or yourself
in a position that would be embarrassing if the gift was made public. Dealing
with government employees is often different than dealing with private persons.
Many governmental bodies strictly prohibit the receipt of any gratuities by
their employees, including meals and entertainment. You must be aware of and
strictly follow these prohibitions

Any employee or director who pays or receives bribes or kickbacks will be
immediately terminated and reported as warranted, to the appropriate
authorities.

Corporate Opportunities
-----------------------

You are prohibited from (a) taking for yourself personally opportunities that
are discovered through the use of Company property, information, or position;
(b) using Company property, information, or position for personal gain, and (c)
competing with the Company. You owe a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.

Protection and Proper Use of Company Assets
-------------------------------------------

You should protect the Company's assets and ensure their efficient use. All
Company assets should be used for legitimate business purposes. Every employee
must safeguard the Company's property from loss or theft, and may not take such
property for personal gain or use, other than manager approved incidental use.
Company property includes confidential information, software, computers,
supplies, tools, equipment, rolling stock, and so forth. You must appropriately

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<PAGE>

secure all Company property within your control to prevent its unauthorized use.
Employees may make limited non-business use of the Company's electronic
communications systems, provided that such use (i) is occasional (ii) does not
interfere with the employee's responsibilities (iii) does not diminish
productivity, and (iv) does not violate this Code or the Company's electronic
communications system policy then in effect.


Protection of the Company, Customer and Vendor Information.
----------------------------------------------------------

You may not use or reveal Company, customer or vendor confidential or
proprietary information to others. Confidential information includes all
non-public information that might be of use to competitors, or harmful to the
Company or its customers, if disclosed. Additionally, you must take appropriate
steps - including securing documents, limiting access to computers and
electronic media, and proper disposal methods - to prevent unauthorized access
to such information.

Fair Dealing
------------

You should endeavor to deal fairly with the Company's customers, suppliers,
competitors, and employees. No Company employee, director or officer should take
unfair advantage of anyone through improper manipulation, concealment, abuse of
privileged information, misrepresentation of material facts, or any other
unfair-dealing practice.

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<PAGE>

Fair Competition and Antitrust Laws
-----------------------------------

The Company must comply with all applicable fair competition and antitrust laws.
These laws attempt to ensure that businesses compete fairly and honestly and
prohibit conduct seeking to reduce or restrain competition. If you are uncertain
whether a contemplated action raises unfair competition or antitrust issues, the
legal department can assist you.

Securities Trading
------------------

It is usually illegal to buy or sell securities using material information not
available to the public. Persons who give such undisclosed "inside" information
to others may be as liable as a person who trades securities while possessing
such information. Securities laws may be violated if you, or any relatives or
friends trade in securities of the Company, or any of its clients or vendors,
while possessing inside information. Please refer to the Statement of Company
Policy as to Trades in the Company's Securities by Company Personnel. The legal
department also can assist you.

Accurate Periodic Reports and Financial Statements.
---------------------------------------------------

Full, fair, accurate, timely and understandable disclosures in the Company's
periodic reports to the public and to governmental authorities are legally
required and are essential to the success of its business. You should exercise
the highest standard of care in contributing to or preparing such reports in
accordance with the following guidelines:

         o        All the Company accounting records, as well as reports
                  produced from those records, must be in accordance with the
                  laws of each applicable jurisdiction.

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<PAGE>

         o        All records must fairly and accurately reflect the
                  transactions or occurrences to which they relate.

         o        All records must fairly and accurately reflect, in reasonable
                  detail, the Company's assets, liabilities, revenues and
                  expenses.

         o        The Company's accounting records must not contain any false or
                  intentionally misleading entries.

         o        No transactions should be intentionally misclassified as to
                  accounts, departments or accounting periods.

         o        All transactions must be supported by accurate documentation
                  in reasonable detail and recorded in the proper account and in
                  the proper accounting period.

         o        No information should be concealed from the internal auditors
                  or the independent auditors.

         o        Compliance with the Company's system of internal accounting
                  controls is required.

Compliance With Law.
--------------------

You are expected to comply with both the letter and spirit of all applicable
governmental laws, rules and regulations, including insider-trading law. If you
fail to comply with this Code and/or with any applicable laws, you will be
subject to disciplinary measures, up to and including immediate discharge from
the Company.

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<PAGE>

Reporting Violations
--------------------

Your conduct can reinforce an ethical atmosphere and positively influence the
conduct of fellow employees. If you are powerless to stop suspected misconduct
or discover it after it has occurred, you must report it to the appropriate
level of management at your location. Misconduct cannot be excused because it
was directed or requested by another. In this regard, you are expected to alert
management whenever an illegal, dishonest or unethical act is discovered or
suspected.

If you are still concerned after speaking with your local management or feel
uncomfortable speaking with them for whatever reason, you must (anonymously, if
you wish) send a detailed note, with relevant documents, to the Company's
General Counsel. Or you may directly contact the Audit Committee of the
Company's Board of Directors by sending a detailed note, with relevant
documents, to R. Sam Christensen, P.O. Box 5100, La Quinta, CA 92248, or via
email to headwaters-hotline@blackbearventures.com.

Your calls, detailed notes and/or emails will be dealt with confidentially,
although there may be a point where your identity may become known or have to be
revealed in the course of an investigation or to take corrective action. You
have the commitment of the Company and of the Audit Committee of the Company's
Board of Directors, which is composed of independent directors, that you will be
protected from retaliation for your good faith actions.

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<PAGE>

Waiver of the Code of Ethics for Executive Officers or Directors.
-----------------------------------------------------------------

Any waiver of the Code of Ethics for executive officers or directors may be made
only by the Board of Directors or a Board committee and must be promptly
disclosed to shareholders.

Conclusion
----------

In the final analysis you are the guardian of the Company's ethics. While there
are no universal rules, when in doubt ask yourself:

Am I willing to defend my actions or lack of actions in public, in front of my
peers, and my family?

Any employee who ignores or violates any of the Company's ethical standards, and
any manager who penalizes a subordinate for trying to follow these ethical
standards, will be subject to corrective action, including immediate dismissal.
However, it is not the threat of discipline that should govern your actions. The
Company expects you to share its belief that a dedicated commitment to ethical
behavior is the right thing to do and is good business, as well as being the
surest way for the Company to remain a world class organization.

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