Exhibit 99.2

FOR IMMEDIATE RELEASE

HEADWATERS INCORPORATED ANNOUNCES PROPOSED PUBLIC OFFERING OF COMMON STOCK

SOUTH JORDAN, UTAH, DECEMBER 17, 2012 (NYSE: HW) HEADWATERS INCORPORATED, a building products company dedicated to improving lives through innovative advancements in construction materials, today announced that it is offering 7,600,000 shares of its common stock in a public offering.  The underwriters will have a 30-day option to purchase up to an additional 1,140,000 shares from Headwaters.  Headwaters expects to use the proceeds from the sale of the common stock to acquire the assets of Kleer Lumber, Inc., a manufacturer of high quality and eco-friendly cellular PVC trim board and moulding products and for general corporate purposes.

Deutsche Bank Securities and Stifel Nicolaus Weisel are acting as book-runners for the offering.

The public offering will be made only by means of a prospectus and related prospectus supplement, copies of which may be obtained, when available from either: Deutsche Bank Securities, Attention:  Prospectus Group, 60 Wall Street, New York, New York, 10005, telephone (800) 503-4611, or by emailing prospectus.cpdg@db.com; or Stifel Nicolaus Weisel, One South Street, 15th Floor, Baltimore, Maryland 21202, or by emailing syndprospectus@stifel.com.

The common stock will be offered pursuant to an effective registration statement filed with the Securities and Exchange Commission.  This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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About Headwaters Incorporated

Headwaters Incorporated is dedicated to improving the design, remodeling and construction experience through advancements in construction materials. Headwaters is focused on growing its operations within the light building products and heavy construction material industries. Because of Headwaters’ broad distribution system and superior reputation for quality, it is a market leader in all of its key niche product categories.  www.headwaters.com

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements within the meaning of federal securities laws and Headwaters intends that such forward-looking statements be subject to the safe-harbor created thereby.  Forward-looking statements include Headwaters’ expectations as to the managing and marketing of coal combustion products, the production and marketing of building products, the sale of our discontinued cleaned coal operations, the licensing of residue hydrocracking technology and catalyst sales to oil refineries, the availability of refined coal tax credits, the development, commercialization, and financing of new technologies and other strategic business opportunities and acquisitions, and other information about Headwaters.  Such statements that are not purely historical by nature, including those statements regarding Headwaters’ future business plans, the operation of facilities, the availability of feedstocks, and the marketability of the coal combustion products, building products, cleaned coal, catalysts, and the availability of tax credits, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management.  Actual results may vary materially from such expectations.  Words such as “may,” “should,” “intends,” “plans,” “expects,” “anticipates,” “targets,” “goals,” “projects,” “believes,” “seeks,” “estimates,” “forecasts,” or variations of such words and similar expressions, or the negative of such terms, may help identify such forward-looking statements.  Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking. In addition to matters affecting the coal combustion products, building products, and energy industries or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in the caption entitled “Risk Factors” in Item 1A in Headwaters’ Annual Report on Form 10-K for the fiscal year ended September 30, 2012, Quarterly Reports on Form 10-Q, and other periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that our results of operations will not be adversely affected by such factors.  Unless legally required, we undertake no obligation to revise or update any forward-looking statements for any reason.  Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Our internet address is www.headwaters.com. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.  Our reports can be accessed through the investor relations section of our web site.

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