Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


I, Steven G. Stewart, certify that:

1.       I have reviewed this Quarterly Report on Form 10-Q of Headwaters
         Incorporated;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of Headwaters as of, and for, the periods presented in this report;

4.       Headwaters' other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Headwaters
         and have:

         a)       Designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to Headwaters, including its consolidated subsidiaries, is
                  made known to us by others within those entities, particularly
                  during the period in which this report is being prepared;

         b)       Evaluated the effectiveness of Headwaters' disclosure controls
                  and procedures and presented in this report our conclusions
                  about the effectiveness of the disclosure controls and
                  procedures, as of the end of the period covered by this report
                  based on such evaluation; and

         c)       Disclosed in this report any change in Headwaters' internal
                  control over financial reporting that occurred during the
                  quarter ended December 31, 2003 that has materially affected,
                  or is reasonably likely to materially affect, Headwaters
                  internal control over financial reporting; and

5.       Headwaters' other certifying officer and I have disclosed, based on our
         most recent evaluation of internal control over financial reporting, to
         Headwaters' auditors and the audit committee of Headwaters' board of
         directors:

         a)       All significant deficiencies and material weaknesses in the
                  design or operation of internal control over financial
                  reporting which are reasonably likely to adversely affect
                  Headwaters' ability to record, process, summarize and report
                  financial information; and

         b)       Any fraud, whether or not material, that involves management
                  or other employees who have a significant role in Headwaters'
                  internal control over financial reporting.


Date: February 13, 2004

/s/ Steven G. Stewart
--------------------------
Steven G. Stewart
Chief Financial Officer