Exhibit
      3.01(b)


**CERTIFICATE
      OF AMENDMENT**


**OF**


**CERTIFICATE
      OF INCORPORATION**


**OF**


**WILLIAMS
      CONTROLS, INC.**





WILLIAMS
      CONTROLS, INC., a corporation organized and existing under and by virtue of
      the
      General Corporation Law of the State of Delaware,





DOES
      HEREBY CERTIFY THAT:





FIRST:
      That a meeting of the Board of Directors of WILLIAMS CONTROLS, INC., resolutions
      were duly adopted setting forth a proposed amendment of the Certificate of
      Incorporation of said corporation, declaring said amendment to be advisable,
      and
      to present said amendment at the annual meeting of the stockholders of said
      corporation for consideration thereof. The resolution setting forth the proposed
      amendment is as follows:




RESOLVED,
      that the present Article SEVENTH of the Corporation’s Certificate of
      Incorporation shall be replaced in its entirety by the following:





“SEVENTH:
      The business and affairs of this corporation shall be managed by or under the
      direction of the Board of Directors. The Board of Directors shall consist of
      one
      or more members which may from time to time be increased or decreased in such
      manner as shall be provided by the Bylaws of this corporation. Election of
      directors or their appointment need not be by written ballot unless required
      by
      the Bylaws. The requisite quorum for the transaction of business at a meeting
      of
      the Board of Directors shall consist of one-third of the total number of
      directors.





At
      the
      annual meeting of stockholders at which this Article is adopted, the directors
      shall be divided into three classes, designated Class I, Class II, and Class
      III, each director to serve for a three-year term and each class to be as nearly
      equal in number as possible. The initial term of office of the Class III
      directors shall expire at the corporation’s first subsequent annual meeting
      following adoption of this Article, the initial term of office of the Class
      II
      directors shall expire at the corporation’s second subsequent annual meeting
      following adoption of this Amendment, and the initial term of office of the
      Class I directors shall expire at the corporation’s third subsequent annual
      meeting following adoption of this article. Upon expiration of these initial
      terms, directors elected to succeed to those directors whose terms have expired
      shall be elected for three-year terms of office.





If
      the
      number of directors is changed, any increase or decrease shall be apportioned
      among the classes so as to maintain or attain, if possible, the equality of
      the
      number of directors in each class. If such equality is not possible, the
      increase or decrease shall be apportioned among the classes in







such
      a
      way that the difference in the number of directors in any two classes shall
      not
      exceed one. In no case will a decrease in the number of directors shorten the
      term of any incumbent director.





In
      furtherance and not in limitation of the powers conferred by statute, the Board
      of Directors is expressly authorized:





A.
      To
      manage and govern the corporation by majority vote of members presented at
      any
      regular or special meeting at which a quorum shall be present unless the act
      of
      a greater number is required by the laws of Delaware, the Certificate of
      Incorporation or the Bylaws of this corporation.





B.
      To
      determine from time to time whether, to what extent, at what times and places
      and under what conditions and regulations the accounts, books and papers of
      the
      corporation, or any of them, shall be open to the inspection of the
      stockholders, and no stockholder shall have any right to inspect any account,
      book or document of the corporation, except as and to the extent expressly
      provided by law with reference to the right of stockholders to examine the
      original or duplicate stock ledger, or otherwise expressly provided by law,
      or
      except as expressly authorized by resolution of the Board of
      Directors.





C.
      Except
      to the extent prohibited by law, the Board of Directors shall have the right
      (which, to the extent exercised, shall be exclusive) to establish the rights,
      powers, duties, rules and procedures that from time to time shall govern the
      Board of Directors and each of its members including without limitation the
      vote
      required for any action by the Board of Directors, and that from time to time
      shall affect the directors’ power to manage the business and affairs of the
      corporation; and no Bylaw shall be adopted by stockholders which shall impair
      or
      impede the implementation of the foregoing.





D.
      To
      adopt, amend, or repeal the Bylaws of the corporation.





SECOND:
      That at the annual meeting of the stockholders of said corporation duly called
      and held on February 22, 1995,, the proposed amendment was presented to the
      stockholders for their approval, and the necessary number of shares as required
      by statute were voted in favor of the amendment.





THIRD:
      That said amendment was duly adopted in accordance with the provisions of
      Section 242 of the General Corporation Law of the State of
      Delaware.








IN
      WITNESS WHEREOF, WILLIAMS CONTROLS, INC. has caused this certificate to be
      signed by Thomas W. Itin, its President, and Robert R. Hebard, one of its
      Assistant Secretaries, this 27 th day of
      February, 1995.








ATTEST:
              
              By:Robert
                R.
                Hebard
              Robert
                R. Hebard
              Assistant
                Secretary
            WILLIAMS
                CONTROLS, INC.
              
              
              By:Thomas
                W.
                Itin
              Thomas
                W. Itin, President