UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 AMENDMENT NO. 2
                                   FORM 10-Q/A

          [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended: June 30, 2002


                         Commission file number 0-18083


                            Williams Controls, Inc.
             (Exact name of registrant as specified in its charter)

             Delaware                                             84-1099587
  -------------------------------                         -------------------
  (State or other jurisdiction of                           (I.R.S. Employer
   incorporation or organization)                         Identification No.)

14100 SW 72nd Avenue, Portland, Oregon                              97224
---------------------------------------                           ----------
(Address of principal executive office)                           (zip code)


               Registrant's telephone number, including area code:
                                 (503) 684-8600


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                  Yes  X   No
                                      ---     ---

           The number of shares outstanding of the registrant's common stock
                            at July 30, 2002: 19,928,522

<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 2 on Form 10-Q/A to the Registrant's Quarterly Report on Form
10Q for the period ended June 30, 2002, is being made for the purpose of filing
inadvertently omitted exhibit numbers 3.3, and 4.5 contained in Part II, Item 6.
No other information included in the original report on Form 10-Q or Amendment
No. 1 on Form 10-Q/A is amended by this Amendment No. 2 on Form 10-Q/A.
<PAGE>
                                     Part II


Item 6

(a)
              3.1         Certificate of Incorporation of the Registrant as
                          amended. (Incorporated by reference to Exhibit 3.1 to
                          the Registrant's annual report on form 10-K filed on
                          December 26, 1995).
              3.2         Certificate to Provide for the Designation,
                          Preferences, Rights, Qualifications, Limitations or
                          Restrictions Thereof, of the Series A Preferred Stock,
                          7 1/2% Redeemable Convertible Series (incorporated by
                          reference to Exhibit 3.1 to the Registrant's quarterly
                          report on form 10-Q filed on May 1, 1998).
              3.3         Certificate to Provide for the Designation,
                          Preferences, Rights, Qualifications, Limitations or
                          Restrictions Thereof, of the Series A-1 Preferred
                          Stock, Non-Redeemable Convertible Series.
              3.4         Certificate to Provide for the Designation,
                          Preferences, Rights, Qualifications, Limitations or
                          Restrictions Thereof, of the Series B Preferred Stock,
                          15% Redeemable Convertible Series (incorporated by
                          reference to Exhibit (d)(v) to the Schedule TO-I/A
                          filed on July 5, 2002).
              3.5         Certificate of Elimination for Mandatory Preferred
                          Stock (incorporated by reference to Exhibit (d)(vi) to
                          the Schedule TO-I/A filed on July 5, 2002).
              3.6         Restated By-Laws of the Registrant as amended July 1,
                          2002.*
              4.1         Series B Preferred Stock Purchase Agreement, dated May
                          31, 2002. (Incorporated by reference to Exhibit (d)(i)
                          to the Schedule TO-I/A filed on June 11, 2002).
              4.2         Series B Preferred Registration Rights Agreement,
                          dated as of July 1, 2002, by and among the Company,
                          American Industrial Partners Capital Fund III, L.P.,
                          and Dolphin Offshore Partners L.P. (incorporated by
                          reference to Exhibit (d)(vii) to the Schedule TO-I/A
                          filed on July 5, 2002).
              4.3         Series B Preferred Shareholder Agreement, by and among
                          the Company, American Industrial Partners Capital Fund
                          III, L.P., Dolphin Offshore Partners L.P. and Eubel,
                          Brady & Suttman Asset Management, Inc. (incorporated
                          by reference to Exhibit (d)(viii) to the Schedule
                          TO-I/A filed on July 5, 2002).
              4.4         Taglich Voting Agreement (incorporated by reference to
                          Exhibit (d)(x) to the Schedule TO-I/A filed on July 5,
                          2002).
              4.5         Series A-1 Preferred Registration Rights Agreement,
                          dated as of July 15, 2002, by and among the Company
                          and the holders of Series A-1 Preferred Stock.
              4.6         Form of Amended and Restated Subordinated Debenture
                          Due July 1, 2004 (incorporated by reference to Exhibit
                          (d)(xii) to the Schedule TO-I/A filed on July 5,
                          2002).
              4.7         Form of warrant (incorporated by reference to Exhibit
                          (d)(iii) to the Schedule TO-I/A filed on June 11,
                          2002).
              10.1        Preferred Stock Placement Agreement, dated April 17,
                          1998 (incorporated by reference to Exhibit (d)(ii) to
                          the Schedule TO-I/A filed on June 11, 2002).
              10.2        Master Services Agreement, dated as of July 1, 2002,
                          by and among American Industrial Partners, a Delaware
                          general partnership, and the Company (incorporated by
                          reference to Exhibit (d)(ix) to the Schedule TO-I/A
                          filed on July 5, 2002).
              10.3        Dolphin Side Letter, dated as of July 1, 2002
                          (incorporated by reference to Exhibit (d)(xi) to the
                          Schedule TO-I/A filed on July 5, 2002).
              10.4        Amended and Restated Credit Agreement, dated July 1,
                          2002 (incorporated by reference to Exhibit (d)(xiii)
                          to the Schedule TO-I/A filed on June 11, 2002).

              99.1        Certification pursuant to 18 U.S.C. Section 1350, as
                          adopted pursuant to Section 906 of the Sarbanes-Oxley
                          Act of 2002 for Eugene Goodson.*
              99.2        Certification pursuant to 18 U.S.C. Section 1350, as
                          adopted pursuant to Section 906 of the Sarbanes-Oxley
                          Act of 2002 for Dennis Bunday.*
              99.3        Press release issued August 15, 2002.*
              99.4        Press release issued August 16, 2002.*

*  Previously filed on August 20, 2002.

(b)      Form 8-K filed June 14, 2002 and July 5, 2002 and July 25, 2002.
<PAGE>


                             Williams Controls, Inc.

                                    Signature


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                             WILLIAMS CONTROLS, INC.






                                             By: /s/ R. EUGENE GOODSON
                                           ----------------------------
                                                    R. Eugene Goodson
                                                    President and
                                                    Chief Executive Officer



                                             By: /s/ DENNIS E. BUNDAY
                                           ----------------------------
                                                    Dennis E. Bunday,
                                                    Chief Financial Officer








Date:  August 21, 2002