As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/21/06  Headwaters Inc                    AW                     1:4K                                     Lindhardt Simone A/FA

Document/Exhibit                   Description                      Pages   Size 

 1: AW          Withdrawal of Post-Effective Amendment              HTML      5K 

 

December 21, 2006

Securities and Exchange Commission

Washington, D.C. 20549

 

FORM AW—Withdrawal of Post-Effective Amendment No. 4 to Form S-3; Registration No. 333-117492

 

Ladies and Gentlemen:

The undersigned registrant hereby withdraws the previously filed Amendment to the Registration Statement, per discussions with Doreen Miller of the Commission. Please address any questions to our legal counsel, Linda C. Williams (415/983-7334). Thank you.

Very truly yours,

HEADWATERS INCORPORATED

By: /s/ Harlan M. Hatfield

Title: VP and General Counsel