Exhibit 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Steven G. Stewart, certify that:

         1.       I have reviewed this Annual Report on Form 10-K 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 September 30, 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: December 5, 2003

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