Exhibit 14

                             HEADWATERS INCORPORATED

    CODE OF ETHICS AND BUSINESS CONDUCT FOR EMPLOYEES, OFFICERS AND DIRECTORS


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.

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

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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.

Improper Use or Theft of Property. 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 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 (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. 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.

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Fair Dealing. No Company employee, director or officer should take unfair
advantage through improper manipulation, concealment, and use of privileged
information, misrepresentation of material facts, or any other unfair-dealing
practice.

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
trade 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.

         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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         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. 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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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 10340, Bainbridge Island, WA 98110-0340 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.

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:

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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 following 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.

Adopted 31 July 2003

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