UNITED STATESSECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: December 31, 2003

Commission file number 0-18083

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

|Delaware                                                      | 84-1099587                         
|------------------------------------------------------------- | -----------------------------------
|(State or other jurisdiction ofincorporation or organization) | (I.R.S. EmployerIdentification No.)

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

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

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 [   ]

Indicate by check mark whether the registrant is an
 accelerated filer (as defined in Rule 12b-2 of the Exchange Act)

Yes [   ]    No [X]

The number of shares outstanding of the registrants
 common stock at January 31, 2004: 20,125,492



---

DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS

This report, including the Notes to Unaudited Consolidated
 Financial Statements, contains forward-looking statements within the meaning of the Private Securities
 Litigation Reform Act of 1995. Forward-looking statements include, without limitation, those statements
 relating to development of new products, the financial condition of the Company, the ability to increase
 distribution of the Companys products, integration of businesses the Company acquires, and disposition
 of any current business of the Company. Forward-looking statements can be identified by the use of forward-looking
 terminology, such as may, will, should, expect, anticipate, estimate, continue, plans,
 intends, or other similar terminology. These forward-looking statements are not guarantees of future
 performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore,
 actual outcomes and results may differ materially from what is anticipated or forecasted in these forward-looking
 statements due to numerous factors, including, but not limited to, the ability of the Company to generate
 or obtain sufficient working capital to continue its operations, changes in demand for the Companys
 products, the timing of customer orders and deliveries, and the impact of competitive products and pricing.
 In addition, such statements could be affected by general industry and market conditions and growth
 rates, and general domestic and international economic conditions.



---

Williams Controls, Inc.

December 31, 2003

Table of Contents

|Part I. Financial Information                                       | PageNumber
|------------------------------------------------------------------- | ----------
|                                                                   
|Item 1. Financial Statements (unaudited)                            |           
|                                                                   
|Consolidated Balance Sheets, December 31, 2003 and                  |           
|September 30, 2003                                                  | 1         
|                                                                   
|Consolidated Statements of Operations, three months ended          
|December 31, 2003 and 2002                                          | 2         
|                                                                   
|Consolidated Statements of Cash Flows, three months ended          
|December 31, 2003 and 2002                                          | 3         
|                                                                   
|Notes to Unaudited Consolidated Financial Statements                | 4         
|                                                                   
|Item 2. Management's Discussion and Analysis of Financial Condition
|and Results of Operations                                           | 9         
|                                                                   
|Item 3. Quantitative and Qualitative Disclosures About Market Risk  | 14        
|                                                                   
|Item 4. Controls and Procedures                                     | 14        
|                                                                   
|Part II. Other Information                                         
|                                                                   
|Item 1. Legal Proceedings                                           | 15        
|                                                                   
|Item 2. Changes in Securities and Use of Proceeds                   | 15        
|                                                                   
|Item 3. Defaults Upon Senior Securities                             | 15        
|                                                                   
|Item 4. Submission of Matters to a Vote of Security Holders         | 15        
|                                                                   
|Item 5. Other Information                                           | 15        
|                                                                   
|Item 6. Exhibits and Reports on Form 8-K                            | 15        
|                                                                   
|Signature Page                                                      | 17        



---

# Part I

Item 1. Financial Statements

# Williams Controls, Inc.Consolidated Balance Sheets(Dollars in thousands, except per share information)(Unaudited)

|ASSETS                                                          | December 31,2003    |  | September 30,2003   
|--------------------------------------------------------------- | ------------------- |  | --------------------
|Current Assets:                                                 |                     |  |                     
|Cash and cash equivalents                                       | $             1,042 |  | $                101
|Trade accounts receivable, less allowance of                   
|$45 and $26 at December 31, 2003 and September 30              
|2003, respectively                                              | 6,788               |  | 7,015               
|Other accounts receivable                                       | 229                 |  | 7,185               
|Inventories, net                                                | 3,680               |  | 4,053               
|Prepaid expenses and other current assets                       | 963                 |  | 330                 
|Net assets held for sale                                        | 74                  |  | --                  
|Total current assets                                            | 12,776              |  | 18,684              
|                                                               
|Property, plant, and equipment, net                             | 5,445               |  | 5,647               
|Other assets, net                                               | 568                 |  | 576                 
|Total assets                                                    | $           18,789  |  | $           24,907  
|LIABILITIES AND SHAREHOLDERS' DEFICIT                          
|Current Liabilities:                                           
|Accounts payable                                                | $             3,926 |  | $             4,027 
|Accrued expenses                                                | 5,468               |  | 8,796               
|Current portion of long-term debt and capital leases            | 330                 |  | 4,658               
|Total current liabilities                                       | 9,724               |  | 17,481              
|                                                               
|Long-term Liabilities:                                         
|Long-term debt and capital lease obligations                    | 319                 |  | 402                 
|Employee benefit obligations                                    | 7,973               |  | 8,095               
|Mandatory redeemable Convertible Series B Preferred Stock, net 
|(153,550 issued and outstanding at December 31, 2003 and       
|September 30, 2003)                                             | 16,841              |  | 16,072              
|                                                               
|Commitments and contingencies                                  
|                                                               
|Shareholders' Deficit:                                         
|Preferred stock ($.01 par value, 50,000,000 authorized)        
|Series A-1 (77,550 issued and outstanding at December 31,      
|2003 and September 30, 2003)                                    | 1                   |  | 1                   
|Series A (0 and 150 issued and outstanding at December 31, 2003
|and September 30, 2003, respectively)                           | --                  |  | --                  
|Common stock ($.01 par value, 50,000,000 authorized; 20,125,492
|issued and outstanding at December 31, 2003 and September 30,  
|2003)                                                           | 201                 |  | 201                 
|Additional paid-in capital                                      | 22,209              |  | 22,224              
|Accumulated deficit                                             | (32,310)            |  | (33,400)            
|Treasury stock (130,200 shares at December 31, 2003 and        
|September 30, 2003)                                             | (377)               |  | (377)               
|Other comprehensive loss - Pension liability adjustment         | (5,792)             |  | (5,792)             
|Total shareholders' deficit                                     | (16,068)            |  | (17,143)            
|Total liabilities and shareholders' deficit                     | $           18,789  |  | $           24,907  

See accompanying notes to Unaudited Consolidated Financial
 Statements.

1



---

# Williams Controls, Inc.Consolidated Statements of Operations(Dollars in thousands, except share and per share information) (Unaudited)

|                                                                    | Three Months EndedDecember 31,
|------------------------------------------------------------------- | ------------------------------
|
|Net sales                                                           | $        12,538               
|Cost of Sales                                                       | 8,696                         
|Gross margin                                                        | 3,842                         
|                                                                   
|Operating expenses:                                                
|Research and development                                            | 610                           
|Selling                                                             | 274                           
|Administration                                                      | 879                           
|Total operating expenses                                            | 1,763                         
|                                                                   
|Operating income from continuing operations                         | 2,079                         
|                                                                   
|Other (income) expenses:                                           
|Interest expense - Debt, net                                        | 21                            
|Interest expense - Series B Preferred Stock dividends and accretion | 769                           
|Other (income) expense, net                                         | (5)                           
|Total other expenses                                                | 785                           
|                                                                   
|Income from continuing operations before income taxes               | 1,294                         
|Income tax expense (benefit)                                        | 40                            
|Net income from continuing operations                               | 1,254                         
|                                                                   
|Discontinued operations:                                           
|Loss from discontinued operations                                   | 164                           
|Net income                                                          | 1,090                         
|                                                                   
|Preferred dividends and accretion of Series B Preferred Stock       | --                            
|Net income allocable to common shareholders                         | $          1,090              
|Income per common share from continuing operations - basic          | $            0.06             
|Loss per common share from discontinued operations - basic          | (0.01)                        
|Net income per common share - basic                                 | $            0.05             
|Weighted average shares used in per share calculation - basic       | 20,125,492                    
|Income per common share from continuing operations - diluted        | $            0.04             
|Loss per common share from discontinued operations - diluted        | (0.01)                        
|Net income per common share - diluted                               | $            0.03             
|Weighted average shares used in per share calculation - diluted     | 54,147,843                    

See accompanying notes to Unaudited Consolidated Financial
 Statements.

2



---

# Williams Controls, Inc.Consolidated Statements of Cash Flows(Dollars in thousands)(Unaudited)

|                                                                      | Three Months Ended December 31,
|--------------------------------------------------------------------- | -------------------------------
|
|Cash flows from operating activities:                                 |                                
|Net income                                                            | $ 1,090                        
|Adjustments to reconcile net income to net cash provided by operating
|activities:                                                          
|Loss from discontinued operations                                     | 164                            
|Loss from disposal of fixed assets                                    | 5                              
|Depreciation and amortization                                         | 400                            
|Interest expense - Series B Preferred Stock dividends and accretion   | 769                            
|Gain on GeoFocus escrow release                                       | --                             
|Changes in operating assets and liabilities                          
|Receivables, net                                                      | 333                            
|Inventories                                                           | 163                            
|Accounts payable and accrued expenses                                 | (1,190)                        
|Other                                                                 | (755)                          
|Net cash provided by operating activities                             | 979                            
|Cash flows from investing activities:                                
|Purchases of property, plant and equipment                            | (202)                          
|Net proceeds received from sale of assets                             | 6,010                          
|Net cash provided by (used in) investing activities                   | 5,808                          
|Cash flows from financing activities:                                
|Net payments of debt and lease obligations                            | (4,411)                        
|Payment of Series A-1 dividends                                       | (1,413)                        
|Redemption of Series A Preferred Stock                                | (22)                           
|Net cash used in financing activities                                 | (5,846)                        
|Net increase (decrease) in cash and cash equivalents                  | 941                            
|                                                                     
|Cash and cash equivalents at beginning of period                      | 101                            
|Cash and cash equivalents at end of period                            | $ 1,042                        
|Supplemental disclosure of cash flow information:                    
|Interest paid                                                         | $      34                      
|Income taxes paid (refund)                                            | $       --                     
|                                                                     
|Supplemental disclosure of non-cash investing and financing          
|activities:                                                          
|Preferred dividends accrued but not paid and Series B accretion       | $       --                     
|Issuance of common stock for services previously accrued              | $       --                     

See accompanying notes to Unaudited Consolidated Financial
 Statements.

3



---

Williams Controls, Inc. Notes to Unaudited Consolidated
 Financial Statements Three Months ended December 31, 2003 and 2002 (Dollars in thousands, except
 share and per share amounts) (Unaudited)

Note 1. Organization

Williams Controls, Inc., including its wholly-owned
 subsidiaries, Williams Controls Industries, Inc. (Williams); Aptek Williams, Inc. (Aptek); Premier
 Plastic Technologies, Inc. (PPT); ProActive Acquisition Corporation (ProActive); WMCO-Geo, Inc.
 (GeoFocus); NESC Williams, Inc. (NESC); Williams Technologies, Inc. (Technologies); Williams World
 Trade, Inc. (WWT); Techwood Williams, Inc. (TWI); Agrotec Williams, Inc. (Agrotec) and its 80%
 owned subsidiaries Hardee Williams, Inc. (Hardee) and Waccamaw Wheel Williams, Inc. (Waccamaw) are
 hereinafter referred to as the Company, we, our, or us.

Note 2. Basis of Presentation

The accompanying unaudited interim consolidated financial
 statements have been prepared by the Company and, in the opinion of management, reflect all material
 normal recurring adjustments, which are necessary to present fairly the Companys financial position
 as of December 31, 2003 and the results of operations and cash flows for the three months ended December
 31, 2003 and 2002. The results of operations for the three months ended December 31, 2003 are not necessarily
 indicative of the results to be expected for the entire fiscal year.

Certain information and footnote disclosures made in
 the last Annual Report on Form 10-K have been condensed or omitted for the interim consolidated statements.
 Certain costs are estimated for the full year and allocated to interim periods based on activity associated
 with the interim period. Accordingly, such costs are subject to year-end adjustment. It is Managements
 opinion that, when the interim consolidated statements are read in conjunction with the September 30,
 2003 annual report on Form 10-K, the disclosures are adequate to make the information presented not
 misleading. The interim consolidated financial statements include the accounts of the Company and its
 subsidiaries. All significant intercompany accounts and transactions have been eliminated.

The preparation of consolidated financial statements
 in conformity with accounting principles generally accepted in the United States requires management
 to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures
 of contingent assets and liabilities at the date of the consolidated financial statements and the reported
 amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company evaluates
 its estimates, including those related to its allowance for doubtful accounts, impairment of long-lived
 assets, warranties, pensions and post-retirement benefit obligations, income taxes, and commitments
 and contingencies. Actual results could differ from these estimates and assumptions.

Certain reclassifications of amounts reported in the
 prior period financial statements have been made to conform to classifications used in the current period
 financial statements.

Note 3. Accounting for stock based compensation

The Company has elected to account for its stock-based
 compensation plans using the intrinsic value-based method under Accounting Principles Board Opinion
 No. 25 (APB 25). Based on the provisions of Statement of Financial Accounting Standards (SFAS) No. 148,
 Accounting for Stock-Based Compensation  Transition and Disclosure, and SFAS No. 123, Accounting
 for Stock-Based Compensation, the Company has computed, for pro forma disclosure purposes, net income
 and net income per share as if the fair value based method of accounting had been adopted.

For the three months ended December 31, 2003 and 2002,
 there were no stock option grants. Since no options were granted in the periods presented, the pro forma
 effect of compensation expense shown below is based on recognizing the fair value of stock options issued
 after December 31, 1994 over their average vesting period. If the Company had accounted for its stock-based
 compensation plans using the fair value-based method in accordance with SFAS No. 123, the Companys
 net income and net income per share would approximate the pro forma disclosures below:

4



---

|                                                                     | Three Months EndedDecember 31,
|-------------------------------------------------------------------- | ------------------------------
|
|Net income allocable to common shareholders as reported              | $          1,090              
|Less: Total stock-based employee compensation expense                |                               
|determined under fair value based method, net of related tax effects | 36                            
|                                                                     |                               
|Pro forma net income                                                 | $          1,054              
|                                                                     |                               
|Earnings per share:                                                  |                               
|Basic - as reported                                                  | $            0.05             
|                                                                     |                               
|Basic - pro forma                                                    | $            0.05             
|                                                                     |                               
|Diluted - as reported                                                | $            0.03             
|                                                                     |                               
|Diluted - pro forma                                                  | $            0.03             
|                                                                     |                               

Note 4. Comprehensive Income

Statement of Financial Accounting Standards (SFAS)
 No. 130, Reporting Comprehensive Income, requires companies to report a measure of all changes in
 equity except those resulting from investments by owners and distributions to owners. Total comprehensive
 income for the three months ended December 31, 2003 and 2002 was $1,090 and $895, respectively, and
 consisted solely of net income. As of December 31, 2003, accumulated other comprehensive loss was ($5,792)
 and consisted of accumulated benefit obligations in excess of the plan assets for both the Hourly Employees
 Pension plan and the Salaried Employees Pension Plan.

Note 5. Income Per Share

Basic earnings per share (EPS) and diluted EPS are
 computed using the methods prescribed by SFAS No. 128, Earnings Per Share. Basic EPS is based on the
 weighted-average number of common shares outstanding during the period. Diluted EPS is based on the
 weighted-average number of common shares outstanding and the dilutive impact of common equivalent shares
 outstanding.

Following
 is a reconciliation of basic EPS and diluted EPS from continuing operations:

|                                      | Three Months EndedDecember 31, 2003 | Three Months EndedDecember 31, 2002
|------------------------------------- | ----------------------------------- | -----------------------------------
|
|Net income from continuing operations | $      1,254                        |                                    
|                                     
|Less - Preferred dividends and        |                                     |                                    
|accretion of Series B preferred stock | --                                  |                                    
|                                      |                                     |                                    
|Basic EPS -                           |                                     |                                    
|Income allocable to common           
|shareholders from continuing         
|operations                            | $      1,254                        | 20,125,492                         
|                                      |                                     |                                    
|Effect of dilutive securities -      
|Stock options and warrants            | --                                  | --                                 
|Preferred stock - Series A            | --                                  | 2,022                              
|Preferred stock - Series A-1          | --                                  | 11,750,000                         
|Preferred stock - Series B            | 769                                 | 22,270,329                         
|                                      |                                     |                                    
|Diluted EPS -                        
|Income allocable to common           
|shareholders from continuing         
|operations                            | $      2,023                        | 54,147,843                         
|                                      |                                     |                                    

5



---

For the three months ended December 31, 2003, the Company
 had options and warrants covering 7,181,719 shares that were not considered in the dilutive EPS calculation
 since they would have been antidilutive. For the three months ended December 31, 2002, the Company had
 options, warrants, convertible preferred stock  Series A, and convertible preferred stock  Series
 B covering 27,804,303 shares not considered in the dilutive EPS calculation since they would have been
 antidilutive.

Inventories
 consist of the following:

|                | December 31,2003 |  | September 30,2003
|--------------- | ---------------- |  | -----------------
|Raw materials   | $      2,354     |  | $      2,843     
|Work in process | 377              |  | 477              
|Finished goods  | 949              |  | 733              
|                |                  |  |                  
|                | $      3,680     |  | $      4,053     
|                |                  |  |                  

Note 7. Patent License Agreements

During fiscal 2003 the Company obtained a license agreement
 for use of an adjustable pedal design for our heavy truck and transit bus product lines. This agreement
 required an initial payment of $200, which was paid in fiscal 2003, and royalty payments based on the
 number of units sold. The agreement is for a period of two years and is renewable annually if certain
 sales thresholds are met. Additionally, as part of the sale of the Companys passenger car and light
 truck product lines to Teleflex Incorporated, the Company obtained the right to use certain of Teleflexs
 adjustable pedal patents in exchange for Teleflex receiving licenses for certain of the Companys patents.

Note 8. Settlement of accounts payable and 
 customer contingencies

In June 2002, the Company entered into an agreement
 with a vendor and customer of the Company, Caterpillar, Inc. (Caterpillar) to remedy past due accounts
 between the Company and Caterpillar. Under the agreement, the Company remitted to Caterpillar $1,250
 in July 2002 and made monthly payments through December, 2002 for a total of $2,850, of which $1,251
 was paid during the three months ended December 31, 2002. As part of this agreement the Company and
 Caterpillar returned to normal vendor terms.

During fiscal 2001, the Company had a product recall
 related to weld failures on certain electronic throttle control systems. To recover certain previously
 incurred costs of the recall, in November 2002, the Company reached a $163 total release and settlement
 of its accounts payable balance to one of its vendors. The settlement was recorded as a reduction of
 cost of sales on the accompanying statement of operations for the three months ended December 31, 2002.

Note 9. Debt

The Company has a five-year revolving and term loan
 agreement with its primary lender Wells Fargo Credit, Inc. (Wells) which provides for $12,200 in revolving
 and term loans. Interest rates under this agreement are currently Wells prime rate plus 2.00% for the
 revolving debt and Wells prime rate plus 2.25% for the term loans. Fees under the loan agreement include
 an unused revolver fee of .25% on the unused portion, a term loan prepayment fee of 2% in the first
 year and 1% thereafter, and a revolving loan termination fee of $200 in year 1 and $100 thereafter.
 The revolver and term loan A mature on July 1, 2007 and term loan B had an initial maturity of July
 1, 2004. The loans are secured by essentially all of the assets of the Company. On September 30, 2003
 the Company completed the sale of its passenger car and light truck electronic throttle control product
 lines. Proceeds from this sale were received during the first quarter of fiscal 2004 and were used to
 reduce the Companys bank debt obligations. Proceeds were used to pay off the entire outstanding balance
 of the revolver, the outstanding balance of Term Loan B and a portion of Term Loan A. The Company has
 available under its revolving credit facility $6,843 and $3,854 at December 31, 2003 and September 30,
 2003, respectively.

The
 Companys long-term debt consists of the following:

6



---

|                                                                                                                                                                                                            | December 31,2003 |  | September 30,2003
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------- |  | -----------------
|Bank revolving credit facility due July 1, 2007, bearinginterest at a variable rate, (6.00% at December 31, 2003)included in current liabilities.                                                           | $          --    |  | $       3,578    
|                                                                                                                                                                                                           
|Bank Term Loan A due July 1, 2007, balance bearinginterest at a variable rate, (6.25% at December 31, 2003)payable in monthly installments of $23.                                                          | 528              |  | 1,050            
|                                                                                                                                                                                                           
|Bank Term Loan B initially due July 1, 2004, balance bearinginterest at a variable rate, (6.25% at December 31, 2003)payable in monthly installments of $33. Repaid duringthe first quarter of fiscal 2004. | --               |  | 300              
|                                                                                                                                                                                                           
|Capital Leases                                                                                                                                                                                              | 121              |  | 132              
|                                                                                                                                                                                                            | 649              |  | 5,060            
|                                                                                                                                                                                                           
|Less current portion                                                                                                                                                                                        | 330              |  | 4,658            
|                                                                                                                                                                                                            | $          319   |  | $          402   

Note 10. Product Warranties

The Company establishes a product warranty reserve
 based on a percentage of product sales. The established reserve is based on historical return rates
 of products and amounts for significant and specific warranty issues, and is included in accrued expenses
 in the accompanying consolidated balance sheets. The warranty is limited to a specific time period,
 mileage or hours of use, and varies by product and application. The Company has provided a reserve,
 which in the opinion of management, is adequate to cover such warranty costs. Following is a reconciliation
 of the changes in the Companys warranty reserve for the three months ended December 31, 2003 and 2002:

|                              | Three MonthsEndedDecember 31,2003 |                               | Three MonthsEndedDecember 31,2002
|----------------------------- | --------------------------------- | ----------------------------- | ---------------------------------
|Balance at September 30, 2003 | $           2,432                 | Balance at September 30, 2002 | $           1,293                
|                              |                                   |                               |                                  
|Payments                      | (708)                             | Payments                      | (186)                            
|Additional accruals           | 230                               | Additional accruals           | 156                              
|Accrual adjustments           | -                                 | Accrual adjustments           | -                                
|                              |                                   |                               |                                  
|Balance at December 31, 2003  | $           1,945                 | Balance at December 31, 2002  | $           1,263                

In January 2003, the Company was notified of higher
 than normal warranty claims on one of its electronic throttle control systems by one customer. Management
 is working with its customer to repair the defective part. Management estimates that the total potential
 units involved is no more than 30,000 units and in the second quarter of fiscal 2003 recorded an accrual
 of $985 for the estimated costs of the repairs. All the units that were in the customers inventory
 have been returned or replaced. The remaining possible defective parts are installed on vehicles and
 vehicle owners have been notified that the parts should be replaced. During the fourth quarter of fiscal
 2003, the Company reassessed this warranty reserve and recorded an additional accrual of $336 based
 on actual results to date and the Companys assessment of its remaining obligation. During the first
 quarter of fiscal 2004, the Company made payments of $447 related to this warranty reserve. At December
 31, 2003, the accrual was $644 and is included in the amounts above.

In September 2003, the Company was notified of higher
 than normal warranty claims on one of its passenger car and light truck electronic throttle control
 systems by one customer. Management estimates that the total potential units involved is no more than
 7,300 units and in the fourth quarter of fiscal 2003 recorded an accrual of $225 for the estimated costs
 of the repairs. The units involved only include electronic throttle controls that were shipped prior
 to the sale of the Companys passenger car and light truck product lines on September 30, 2003.

7



---

Note 11. Preferred Stock

On July 14, 2002 the Company exchanged newly authorized
 Series A-1 Preferred stock for approximately 99% of its Series A Preferred stock in a transaction that
 involved the cancellation of all unpaid dividends accrued on the Series A Preferred stock being exchanged.
 An accrual of $1,413 was recorded in equity, commencing on the issue date and ending on September 30,
 2002, for dividends on the Series A-1 Preferred stock, after which the Series A-1 Preferred ceased to
 bear dividends. The dividend was originally expected to be settled by the issuance of common stock.
 At September 30, 2003, based on the unexpected change in the Companys liquidity as a result of the
 sale of its passenger car and light truck product lines, the Company decided to settle the dividend
 for cash and accordingly, the accrued dividend was reclassified to current liabilities as of September
 30, 2003. During the first quarter of fiscal 2004, the entire amount of $1,413 of Series A-1 dividends
 was declared and paid. No further dividends exist for Series A-1 Preferred Stock after the payment of
 the previously accrued dividends.

In addition, during the first quarter of fiscal 2004
 the Company redeemed the remaining 150 shares of Series A Preferred Stock for $22, which included accrued
 dividends of $7.

Note 12. Discontinued Operations

The Company accounts for the impairment of long-lived
 assets or a disposal group in accordance with SFAS No. 144, Accounting for the Impairment or Disposal
 of Long-lived Assets. The Company tests for impairment when factors indicate that the asset or disposal
 group may not be recoverable from future undiscounted cash flows. The Company currently intends to discontinue
 the operations of NESC through the sale of certain assets; however, as of December 31, 2003 a sale agreement
 has not been reached. The Company expects a sale agreement to be concluded during the second quarter
 of fiscal 2004. In accordance with SFAS No. 144, the Company evaluated whether the disposal group should
 be classified as Net Assets Held for Sale at December 31, 2003. The disposal group consists of property,
 plant and equipment, inventories and the right to a product patent.

It was determined that the Company met all of the requirements
 to classify the disposal group as Net Assets Held for Sale and accordingly the disposal group was
 adjusted to its fair value and recorded as Net Assets Held for Sale in the accompany consolidated
 balance sheet. Recording the disposal group at its fair value resulted in the Company recognizing a
 write down of assets of $151. The total loss on the write down of assets of $151 and the results of
 operations during the first quarter of fiscal 2004 have been recorded as a component of discontinued
 operations on the accompany consolidated statement of operations. The results of operations of NESC
 during the first quarter of fiscal 2003 have also been reclassified and recorded as discontinued operations.

Net sales for NESC during the first three months of
 fiscal 2004 and 2003 were $155 and $130, respectively, and were removed from total net sales in the accompanying
 consolidated statements of operations.  Gross margin and total operating expenses were $12 and $25, respectively,
 for the first three months of fiscal 2004 resulting in a net loss on operations of $13. Gross margin was a loss
 of $7 and total operating expenses were $42 for the first three months of fiscal 2003 resulting in a net loss on operations of $49.

Note 13. Segment Information

The Company accounts for its segments in accordance
 with SFAS No. 131 Disclosures about Segments of an Enterprise and Related Information. The Company
 historically operated in two business segments: (1) vehicle components and (2) electrical components.
 As a result of terminating and selling certain product lines, the Company had no significant operations
 in the electrical components segment at December 31, 2003 and 2002. Accordingly the operations for the
 three months ended December 31, 2003 and 2002 are presented as one segment in the accompanying consolidated
 statement of operations.

In December 2002, the Company recorded a $100 gain
 from the release of escrow funds related to the sale of GeoFocus, the Companys previously owned global
 positioning system business and part of the electrical components segment. The gain has been recorded
 in other (income) expense on the accompanying consolidated statement of operations and is reflected
 as a gain on GeoFocus escrow release in the accompanying consolidated statement of cash flows.

8



---

Williams Controls, Inc.

|Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations(Dollars in thousands, except per share amounts)
|------- | -------------------------------------------------------------------------------------------------------------------------------------

Overview

We primarily design, produce and sell electronic throttle
 controls systems for heavy trucks and busses. We have a significant portion of the United States market
 for these products and a minor portion of the international markets for the same products. We also manufacture
 pneumatic and hydraulic control systems for the diesel heavy truck, transit bus and off-highway vehicles
 market. Many of the customers for pneumatic and hydraulic control systems are the same customers as
 for our diesel heavy truck and transit bus electronic throttle control systems.

Until September 30, 2003 we also produced a product
 line of electronic throttle controls for passenger cars and light trucks. We completed the sale of the
 assets related to these product lines on September 30, 2003. During 2003, net sales of passenger car
 and light truck electronic throttle controls constituted approximately 9% of our total revenues. Following
 the sale of the assets related to the passenger car and light truck product lines, all of our products
 are produced in our Portland, Oregon facility.

Demand for electronic throttle control devices and
 pneumatic and hydraulic control systems generally follow the economic cycles for heavy truck and transit
 bus manufacturing and sales. While we believe we are the market leader in the market for electronic
 throttle control systems for heavy trucks and transit busses manufactured in the U.S., the markets for
 our products are highly competitive in the U.S. and even more competitive in the international markets.
 Certain of our competitors are independent suppliers with substantial financial resources and significant
 technological capabilities. Major areas of focus for management of the Company are working closely with
 our existing and potential customers to design and develop new products and adapt existing products
 to new applications and improving the performance, reliability and cost-effectiveness of our products.

The demand for electronic throttle control systems
 is expanding into off highway vehicles as the major producers of those products begin to convert gasoline-powered
 vehicles to electronic throttle control systems. The initial electronic throttle control conversion
 has been in larger off highway vehicles. Demand for electronic throttle controls will depend, in part,
 on how quickly manufacturers proceed with the ongoing engine modifications that will require such systems
 in all sizes and classes of off highway vehicles.

Critical Accounting Policies and Estimates

We have identified the most critical accounting principles
 upon which our financial status depends. We have determined the critical principles by considering accounting
 policies that involve the most complex decisions or assessments. We identified the most critical accounting
 policies to be those related to impairment of long-lived assets, warranty and product recall, and pensions
 and post-retirement benefit obligations.

Impairment of Long-Lived Assets

We account for the impairment of long-lived assets
 in accordance with FASB Statement No. 144. We test for impairment when factors indicate that the asset
 may not be recoverable from future undiscounted cash flows and calculate the amount of impairment using
 discounted cash flows. Estimates of future cash flows require judgment and may change based on, among
 other things, the market for our products, technology advances, and customer relationships. For the
 three months ended December 31, 2003 an impairment was recorded related to the potential sale of assets
 of our NESC operations. Refer to Note

9



---

12 in the Notes to Unaudited Consolidated Financial
 Statements for further information. For the three months ended December 31, 2002 there was no impairment
 of long-lived assets.

Warranty and Product Recall

We provide a warranty covering defects arising from
 products sold. We have established a warranty accrual based on historical return rates of products and
 amounts for significant and specific warranty issues. In January 2003, the Company was notified of higher
 than normal warranty claims on one of its electronic throttle control systems by one customer. Management
 is working with this customer to repair the defective part. During the second quarter of 2003, an accrual
 of $985 was recorded for the estimated cost of the repairs. An additional accrual of $336 was recorded
 in the fourth quarter of 2003 based on actual results to date and the Companys assessment of its remaining
 obligation. In September 2003, the Company was notified of higher than normal warranty claims on one
 of its passenger car and light truck electronic throttle control systems by one customer. During the
 fourth quarter of 2003, an accrual of $225 was recorded for the estimated cost of the repairs. While
 we believe our estimates are reasonable, they are subject to change and such change could be material.

Pensions and Post-retirement Benefit Obligations

We account for pensions and post-retirement benefits
 in accordance with SFAS No. 87, Employers Accounting for Pensions, and SFAS No. 106, Employers
 Accounting for Postretirement Benefits Other Than Pensions. SFAS No. 87 requires the Company to calculate
 its pension expense and liabilities using actuarial assumptions, including a discount rate assumption
 and a long-term asset rate return assumption. Changes in interest rates and market performance can have
 a significant impact on the Companys pension expense and future payments. SFAS No. 106 requires the
 Company to accrue the cost of post-retirement benefit obligations. The accruals are based on interest
 rates and the costs of health care. Changes in interest rates and health care costs could impact post-retirement
 expenses and future payments.

The Company provides health care and life insurance
 benefits for certain of its retired employees, which includes prescription drug benefits (Post Retirement
 Plan). In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003
 (Act) was passed whereby a prescription drug benefit under Medicare was enacted as well as a federal
 subsidy to sponsors of retiree health care plans. Any measures of the APBO or net periodic postretirement
 benefit cost in the financial statements or accompanying notes do not reflect the effects of the Act
 on the Post Retirement Plan. The Company is unable to determine at this time the expected impact of
 this law.

Results of Operations  Three months ended December
 31, 2003 compared to the three months ended December 31, 2002.

The following table sets forth, for the periods indicated,
 selected statements of operations data expressed as a percentage of net sales.

|                                                                  | Three Months EndedDecember 31, |  
|----------------------------------------------------------------- | ------------------------------ | -
|
|Net sales                                                         | 100.0                          | %
|Cost of sales                                                     | 69.4                           |  
|                                                                  |                                |  
|Gross margin                                                      | 30.6                           |  
|Operating expenses:                                               |                               
|Research and development                                          | 4.9                            |  
|Selling                                                           | 2.2                            |  
|Administration                                                    | 7.0                            |  
|                                                                  |                                |  
|Total operating expenses                                          | 14.1                           |  
|Income from continuing operations                                 | 16.5                           |  
|Interest expense - Debt                                           | 0.1                            |  
|Interest expense - Series B Preferred Stock dividends & accretion | 6.1                            |  
|Other (income) expense, net                                       | --                             |  
|                                                                  |                                |  
|Income from continuing operations before income taxes             | 10.3                           |  
|Income tax expense (benefit)                                      | 0.3                            |  
|                                                                  |                                |  
|Net income from continuing operations                             | 10.0                           | %
|                                                                  |                                |  

10



---

Net Sales

Net sales from continuing operations increased $557
 or 4.6% to $12,538 in the first quarter of fiscal 2004 from $11,981 in the first quarter of fiscal 2003.
 The net increase is a combination of a $1,319 increase in sales to our heavy truck and transit bus customers
 offset by a $762 sales decline related to our passenger car and light truck product lines, which were
 sold on September 30, 2003. The 11.8% increase in net sales to our heavy truck and transit bus customers
 is due to increased sales volume resulting from a general increase in truck production throughout the
 industry and the addition of a new customer in the heavy truck product line. All of the net sales for
 the quarter ended December 31, 2003 were from sales in our heavy truck and transit bus product lines.

Gross margin

Gross margin was $3,842, or 30.6% of net sales in the
 first quarter of 2004, an increase of $839 compared to the gross margin of $3,003, or 25.1% of net sales,
 in the comparable fiscal 2003 period. Included in the first quarter of fiscal 2003 were negative gross
 margins of $372 from our passenger car and light truck product lines, which were sold on September 30,
 2003.

Electronic throttle control systems for heavy trucks
 and transit busses showed an increase in gross margin of 1.5% from 31.6% of net sales during the three
 months ended December 31, 2003 compared to 30.1% of net sales during the comparable period of fiscal
 2003. Also included in gross margins in the quarter ended December 31, 2002 was a $163 reduction in
 cost of sales related to recovering certain costs of a product recall. Refer to Note 8 in the Notes
 to Unaudited Consolidated Financial Statements for further discussion. Without this reduction in cost
 of sales, gross margins for heavy truck and transit busses would have been 28.6% of net sales for the
 quarter ended December 31, 2002.

The increase in gross margin in fiscal 2004 is primarily
 driven by an 11.8% increase in sales of electronic throttle control systems to heavy truck and transit
 bus customers and reductions in per unit labor and overhead costs. Overhead expenses decreased $159
 from the prior year, due to the first quarter of fiscal 2003 including strike costs offset by increases
 in indirect labor and group health costs in the current quarter. The strike of our union employees was
 resolved in August 2003.

Operating expenses

Operating expenses for research and development, selling
 and administration were $1,763 for the three months ended December 31, 2003 compared to $2,281 for the
 three months ended December 31, 2002, a decrease of $518 or 22.7%. Operating expenses as a percentage
 of net sales, of 14.1% for the first fiscal quarter of 2004, were lower than the 19.1% for the first
 fiscal quarter of 2003.

Research and development expenses decreased $163 or
 21.1% to $610 for the first fiscal quarter of 2004 compared to $773 for the comparable period in 2003.
 The lower research and development expenses is largely attributable to a reduction of $355 of research
 and development expenses associated with our passenger car and light
 truck product lines, which were sold on September 30, 2003. This reduction is offset by a $192 increase
 in research and development expenses in our heavy truck and transit bus product lines. This increase
 is attributable to an increase in overall project expenses for new pedal and adjustable pedal technology
 and a small increase in wages and personnel. The Companys research and development expenditures will
 fluctuate based on the products under development at any given point in time, however, we expect research
 and development expenses to remain at levels consistent with the first quarter of fiscal 2004 rather
 than the levels incurred in the first quarter of fiscal 2003.

Selling expenses decreased $54 or 16.5% to $274 for
 the quarter ended December 31, 2003 compared to $328 for the comparable quarter ended December 31, 2002.
 This decrease is mainly due to the sale of our passenger car and light truck product lines, which accounted
 for $94 of total selling expenses in the first quarter of fiscal 2003.

Administration expenses for the three months ended
 December 31, 2003 of $879 were lower than the $1,180 for the same period in 2002, a reduction
 of $301 or 25.5%. This decrease is primarily a result of the sale of our passenger car and light truck
 product lines as of September 30, 2003, which incurred $259 of administrative expenses in the first
 quarter of fiscal 2003. In addition to the elimination of costs associated with the passenger car and
 light truck product lines, there were reductions in legal, accounting and professional fees of $108
 partially offset by small increases in insurance premiums during the first quarter of fiscal 2004 compared
 to the first quarter of fiscal 2003. We expect these costs to continue to be lower in fiscal 2004 when
 compared to fiscal 2003.

11



---

Interest Expense and Other Income

Interest expense on debt decreased $148 or 87.6% to
 $21 in the first quarter of fiscal 2004 from $169 in the first quarter of fiscal 2003. This reduction
 is primarily the result of paying off our subordinated debt in fiscal 2003 and using the proceeds from
 the sale of our passenger car and light truck product lines to pay off the entire outstanding balance
 of our revolving credit facility, the outstanding balance of Term Loan B and a portion of Term Loan A during the first
 quarter of fiscal 2004. Interest expense related to the subordinated debt was $81 during the first quarter
 ended December 31, 2002 and $0 for the corresponding period in fiscal 2004. Interest expense related
 to our outstanding bank debt decreased $58 to $9 during the first quarter of fiscal 2004 compared to
 $67 during the first quarter of fiscal 2003.

Interest expense on preferred stock relates to dividends
 accrued on the Series B Preferred Stock during the first quarter of fiscal 2004 and the related accretion.
 Based on the guidelines of Statement of Financial Accounting Standards No. 150 (SFAS No. 150), the Company
 must now record all accrued dividends associated with the Series B Preferred Stock as a component of
 interest expense. Prior to the fourth quarter of fiscal 2003, all accrued dividends on the Series B
 Preferred Stock were recorded as a component of net loss allocable to common shareholders.

Other income decreased $86 to $5 for the three months
 ended December 31, 2004 from $91 in the first quarter of fiscal 2003. Included in the first quarter
 of fiscal 2003 was a $100 gain related to the release of escrow funds for the sale of GeoFocus as described
 in Note 13 in the Notes to Unaudited Consolidated Financial Statements.

Income Taxes

The Company is in a net operating loss carry-forward
 position and is providing a 100% valuation allowance on all deferred tax assets due to the uncertainty
 regarding their realization. Federal net operating losses are subject to provisions of the Internal
 Revenue Code which restrict the utilization of this type of tax attribute in the event of an ownership
 change (as defined in the Internal Revenue Code Section 382). Changes in ownership resulting from the
 recapitalization transaction coupled with other future changes in ownership may significantly defer
 the utilization of net operating loss carry forwards in the future.

Tax expense of $40 was recorded during the quarter
 ended December 31, 2003 related to federal and state estimated tax payments. A tax benefit of $300 was
 recorded in the quarter ended December 31, 2002 resulting from filing an amended federal 1998 tax return
 in the first quarter of fiscal 2003.

Discontinued Operations

During the first quarter ended December 31, 2003, the
 Company recorded a $164 loss from discontinued operations related to its NESC business. The Company
 reviewed the requirements of SFAS No. 144 and determined that the NESC disposal group should be classified
 as Assets Held for Sale at December 31, 2003. Accordingly the disposal group was adjusted to its fair
 value resulting in a write down of assets of $151. The remaining loss from discontinued operations is
 the result of a loss on operations during the quarter of $13. The Company will re-evaluate this operation
 during the second quarter of fiscal 2004, upon which time a sales agreement for the sale of NESC is
 expected. Refer to Note 12 of Notes to Unaudited Consolidated Financial Statements.

Net earnings available to common shareholders

Net income allocable to common shareholders increased
 to $1,090 for the quarter ended December 31, 2003 compared to $246 in the comparative prior year
 period. This improvement in our results of operations is due to the factors mentioned above, specifically,
 an increase in gross margin, reductions in operating expenses and lower interest expense on debt. The
 sale of our passenger car and light truck product lines on September 30, 2003 contributed to all of
 these factors.

# Financial Condition, Liquidity and Capital Resources

Cash generated from continuing operations was $979
 for the first fiscal quarter of 2004, a decrease of $314 from the cash generated from operations of
 $1,293 during the first quarter of fiscal 2003. Although we anticipated that cash flows from continuing
 operations will improve with the sale of our passenger car and light truck product lines on September
 30, 2003, timing of certain payments decreased the cash generated from continuing operations in the
 first quarter of fiscal 2004. Cash was used to pay $729 of accrued bonuses related to fiscal year 2003,
 $336 of which related to the sale of the passenger car and light truck product lines. Additionally,
 warranty payments in excess of warranty accruals were $478 and almost entirely

12



---

were due to payment to one customer for one warranty
 claim that is in excess of normal warranty. In the first quarter of fiscal 2003, warranty payments approximated
 warranty accruals.

Cash flows from operations improved through net income
 of $1,090 compared to net income of $895 for the three months ended December 31, 2002. Cash flows from
 operations also increased during the first quarter of fiscal 2004 due to $769 of non-cash interest expense
 on preferred dividends and Series B accretion. The Company expects non-cash interest expense on preferred
 dividends to continue to increase throughout the year as we accrue dividends each month for the Series
 B preferred stock.

In addition to the reductions in accounts payable and
 accrued expenses for the payment of bonuses related to the sale of our passenger car and light truck
 product lines and the payment of other bonuses and warranty claims discussed above, cash was also used
 during the first quarter of fiscal 2004 to pay insurance premiums for fiscal 2004 in October 2003, which
 amounted to $733. In fiscal 2003, the insurance premiums were financed through the issuance of a promissory
 note, which was paid off during the first nine months of fiscal 2003.

We believe we will continue to generate positive cash
 from continuing operations due to our improved financial condition and due to the elimination of our
 passenger car and light truck product lines, which were sold on September 30, 2003. With the sale of
 our passenger car and light truck product lines, we expect gross margins to improve as these product
 lines generated negative gross margins in fiscal 2003. We expect operating expenses to decrease
 as a result of the sale of these product lines and interest expense to decrease in the current year
 due to using the proceeds from this sale to pay off the entire outstanding balance of the bank revolving
 credit facility, the outstanding balance of Term Loan B and a portion of Term Loan A. Our remaining
 bank debt after applying these proceeds was $528 at December 31, 2003. Availability under our revolving
 credit facility improved to $6,843 at December 31, 2003 compared to $3,854 at September 30, 2003. The
 increase in our availability is directly attributable to the payoff of our revolving credit facility.

Cash provided by investing activities was $5,808 for
 the three months ended December 31, 2003 and was comprised of $6,010 of net proceeds from the sale of
 assets from our passenger car and light truck product lines offset by $202 of purchases of equipment.
 This compared to purchases of equipment of $306 for the three months ended December 31, 2002. Excluding
 net proceeds from the sale of assets, we expect our cash use for investing activities to increase throughout
 the fiscal year as we continue to make purchases of capital equipment.

Cash used in financing activities was $5,846 for the
 quarter ended December 31, 2003 compared to cash used in financing activities of $1,553 for the quarter
 ended December 31, 2002. The increase in cash used in financing activities primarily relates to the
 payoff of our revolving credit facility, Term Loan B and a portion of Term Loan A during the first quarter
 of fiscal 2004. As noted above, using the proceeds from the sale of our passenger car and light truck
 product lines, we were able to significantly reduce our debt obligations. We expect that our operations
 will continue to generate cash flow that will allow us to continue to reduce our debt obligations and
 will not require us to increase our borrowings. In addition, we paid $1,413 of Series A-1 Preferred
 stock dividends during the first quarter of fiscal 2004.

At December 31, 2003, our contractual obligations consisted
 of bank debt of $528, capital leases of $121, and operating lease commitments, which at December 31,
 2003 are $35 due during the remaining of fiscal year 2004, $35 due in 2005 and $17 in 2006. We do not
 have any material letters of credit, purchase commitments, or debt guarantees outstanding at December
 31, 2003.

Due to the reduction in interest rates and reduction
 in the fair value of assets, cash payments to fund our pension obligations will increase significantly
 in fiscal 2004. However, we have $6,843 available under our revolving credit facility at December 31,
 2003 plus cash at December 31, 2003 of $1,042, and we believe this availability along with cash provided
 by operations will be adequate to meet our cash needs in fiscal 2004.

The Company has mandatory redeemable convertible Series
 B Preferred Stock, which is mandatorily redeemable on July 1, 2009 for $15,355 plus accrued dividends.

Included in the accompanying consolidated balance sheet
 is approximately $1,596 of old accounts payable related to closed insolvent subsidiaries of the Company.
 Management does not believe they will ultimately have to pay the full amount of these payables.



13



---

# Recent FASB Pronouncements

In December 2003, the FASB issued SFAS No. 132 (Revised
 2003), Employers Disclosures about Pensions and Other Postretirement Benefits  An Amendment of FASB
 Statements No. 87, 88, and 106". This statement increases the existing GAAP disclosure requirements
 by requiring more details about pension plan assets, benefit obligations, cash flows, benefit costs
 and related information. Companies will be required to segregate plan assets by category, such as debt,
 equity and real estate, and to provide certain expected rates of return and other informational disclosures.
 This statement also requires companies to disclose various elements of pension and postretirement benefit
 costs in interim period financial statements for quarters beginning after December 15, 2003. The Company
 will adopt the disclosure provisions of this statement in the second quarter of fiscal 2004.

# Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company has approximately $528 in short and long-term
 debt, held by its bank, with interest rates that change in accordance with the terms of the relevant
 debt instruments. As a result, the Company may be exposed to risks associated with future interest rate
 changes on its debt. The Company does not believe that a hypothetical 10 percent change in end of period
 interest rates would have a material effect on the Companys cash flow.

# Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Companys Chief Executive Officer and Chief Financial
 Officer, have evaluated the effectiveness of the our disclosure controls and procedures as of the
 end of the period covered by this report pursuant to Rule 13a-15(b) under the Securities Exchange Act
 of 1934 (the Exchange Act)). Based on that evaluation, the Companys Chief Executive Officer and Chief
 Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure
 controls and procedures are effective in ensuring that information required to be disclosed in our Exchange
 Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated
 and communicated to our management, including our Chief Executive Officer and Chief Financial Officer,
 as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There has been no change in the Companys internal
 controls over financial reporting that occurred during our last fiscal quarter that has materially affected,
 or is reasonably likely to materially affect, our internal controls over financial reporting.

14



---

# Part II. Other Information

# Item 1. Legal Proceedings

We are parties to various pending judicial and administrative
 proceedings arising in the ordinary course of business. Our management and legal counsel have reviewed
 the probable outcome of these proceedings, the costs and expenses reasonably expected to be incurred,
 the availability and limits of our insurance coverage, and our established reserves for uninsured liabilities.
 While the outcome of the pending proceedings cannot be predicted with certainty, based on our review,
 we believe that any liability that may result is not reasonably likely to have a material effect on
 our liquidity, financial condition or results of operations.

# Item 2. Changes in Securities and Use of Proceeds

None

# Item 3. Defaults Upon Senior Securities

None

None

# Item 5. Other Information

None

# Item 6. Exhibits and Reports on Form 8-K

| | (a) |  | Exhibits
| | --- |  | --------

| |  |  | 2.1 |  | Asset
Purchase Agreement, dated as of September 30, 2003, by and among the Company, Teleflex
Incorporated and Teleflex Automotive Incorporated (Incorporated by reference to
Exhibit 2.1 to the Registrants current report onForm 8-K filed on December
9, 2003).
| |  |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 3.1 |  | Certificate
of Incorporation of the Registrant as amended. (Incorporated by reference to Exhibit
3.1 to the Registrantsannual report on form 10-K for the fiscal year ended
September 30, 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 theRegistrants
quarterly report on form 10-Q for the quarter ended March 31, 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. (Incorporated by reference to Exhibit 3.3 to theRegistrants
quarterly report on form 10-Q for the quarter ended June 30, 2002).
| |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 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 theSchedule 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 ScheduleTO-I/A filed on July 5, 2002).
| |  |  | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 3.6 |  | Restated
By-Laws of the Registrant as amended July 1, 2002. (Incorporated by reference to
Exhibit 3.6 to the Registrantsquarterly report on form 10-Q for the quarter
ended June 30, 2002).
| |  |  | --- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

15



---

| |  |  | 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 |  | 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. (Incorporated by reference to
Exhibit 4.5 to the Registrants quarterly report on Form10-Q for the quarter
ended June 30, 2002).
| |  |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 4.5 |  | Form
of Amended and Restated Subordinated Debenture Due July 1, 2004 (Incorporated by
reference to Exhibit (d)(xii) to theSchedule TO-I/A filed on July 5, 2002).
| |  |  | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 4.6 |  | Form
of warrant (Incorporated by reference to Exhibit (d)(iii) to the Schedule TO-I/A filed
on June  11, 2002).
| |  |  | --- |  | ---------------------------------------------------------------------------------------------------------------

| |  |  | 31.1 |  | Certification
of Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) (Filed herewith).
| |  |  | ---- |  | -------------------------------------------------------------------------------------------------------

| |  |  | 31.2 |  | Certification
of Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) (Filed herewith).
| |  |  | ---- |  | -------------------------------------------------------------------------------------------------------

| |  |  | 32.1 |  | Certification
of R. Eugene Goodson pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
| |  |  | ---- |  | -------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | 32.2 |  | Certification
of Dennis E. Bunday pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
| |  |  | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------

| | (b) |  | Reports
on Form 8-K
| | --- |  | -------------------

| | On
October 1, 2003, the Company filed a current report on Form 8-K to provide under Item 5
and 7 a press release reporting the sale of its passenger car and light truck electronic
throttle control product lines.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
December 9, 2003, the Company filed a current report on Form 8-K to provide under Item 2
and 7 pro forma financial statements related to the sale of its passenger car and light
truck electronic throttle control product lines.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
December 29, 2003, the Company filed a current report on Form 8-K to provide under Item 7
and 12 a press release reporting the release of earnings for the fourth quarter and
fiscal year of 2003. Such information shall not be deemed filed for purposes
of Section 18 of the Securities Exchange Act of 1934.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

16



---

# SIGNATURES

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.                                                                            
|----------------------- | ---------------------------------------------------------------------------------------------------
|Date: February 11, 2004 | /s/ R. EUGENE GOODSONR. Eugene Goodson
Chairman of the Board, Presidentand Chief Executive
 Officer
|                        |                                                                                                    
|                        | /s/ DENNIS E. BUNDAYDennis E. Bunday Chief Financial Officer                                       

17



---

Exhibit 31.1

# CERTIFICATION

I, R. Eugene Goodson, certify that:

1.       
 I have reviewed this report on Form 10-Q of Williams Controls Inc.;

2.       
 Based on my knowledge, this report does not contain any untrue statement of material fact or omit to
 state a material fact necessary to make the statements made, in light of the circumstances under which
 such statements were made, not misleading with respect to the period covered by this report;

3.       
 Based on my knowledge, the financial statements, and other financial information included in this report,
 fairly present in all material respects the financial condition, results of operations and cash flows
 of the registrant as of, and for, the periods presented in this report;

4.       
 The registrants other certifying officers and I are responsible for establishing and maintaining disclosure
 control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
 and have:

| | a)       
 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
 to be designed under our supervision, to ensure that material information relating to the registrant,
 including its consolidated subsidiaries, is made known to us by others within those entities, particularly
 during the period in which this report is being prepared;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)       
 Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in
 this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
 the end of the period covered by this report based on such evaluation; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c)       
 Disclosed in this report any change in the registrants internal control over financial reporting that
 occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably
 likely to materially affect, the registrants internal control over financial reporting; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.       
 The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation
 of internal control over financial reporting, to the registrants auditors and the audit committee of
 the registrants board of directors (or persons performing the equivalent functions):

| | a)       
 All significant deficiencies and material weaknesses in the design or operation of internal control
 over financial reporting which are reasonably likely to adversely affect the registrants ability to
 record, process, summarize and report financial information; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)       
 Any fraud, whether or not material, that involves management or other employees who have a significant
 role in the registrants internal control over financial reporting.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date: February 11, 2004 | /s/ R. EUGENE GOODSONR. Eugene Goodson
Chief Executive
 Officer
|----------------------- | ---------------------------------------------------------------



---

Exhibit 31.2

# CERTIFICATION

I, Dennis E. Bunday, certify that:

1.       
 I have reviewed this report on Form 10-Q of Williams Controls Inc.;

2.       
 Based on my knowledge, this report does not contain any untrue statement of material fact or omit to
 state a material fact necessary to make the statements made, in light of the circumstances under which
 such statements were made, not misleading with respect to the period covered by this report;

3.       
 Based on my knowledge, the financial statements, and other financial information included in this report,
 fairly present in all material respects the financial condition, results of operations and cash flows
 of the registrant as of, and for, the periods presented in this report;

4.       
 The registrants other certifying officers and I are responsible for establishing and maintaining disclosure
 control and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
 and have:

| | a)       
 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures
 to be designed under our supervision, to ensure that material information relating to the registrant,
 including its consolidated subsidiaries, is made known to us by others within those entities, particularly
 during the period in which this report is being prepared;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)       
 Evaluated the effectiveness of the registrants disclosure controls and procedures and presented in
 this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
 the end of the period covered by this report based on such evaluation; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | c)       
 Disclosed in this report any change in the registrants internal control over financial reporting that
 occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably
 likely to materially affect, the registrants internal control over financial reporting; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

5.       
 The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation
 of internal control over financial reporting, to the registrants auditors and the audit committee of
 the registrants board of directors (or persons performing the equivalent functions):

| | a)       
 All significant deficiencies and material weaknesses in the design or operation of internal control
 over financial reporting which are reasonably likely to adversely affect the registrants ability to
 record, process, summarize and report financial information; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b)       
 Any fraud, whether or not material, that involves management or other employees who have a significant
 role in the registrants internal control over financial reporting.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Date: February 11, 2004 | /s/ DENNIS E. BUNDAYDennis E. Bunday
Chief Financial Officer
|----------------------- | ------------------------------------------------------------



---

Exhibit 32.1

# CERTIFICATION OF CHIEF EXECUTIVE OFFICER
REQUIRED BY RULE 13a-14(b) or RULE 15d-14(b)
AND SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Williams
 Controls, Inc (the Company) on Form 10-Q for the period ended December 31, 2003 as filed with the
 Securities and Exchange Commission on the date hereof (the Report), I, R. Eugene Goodson, Chairman
 of the Board and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as
 adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

| |  | (1) |  | The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------

| |  | (2) |  | The
information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

/s/ R. EUGENE GOODSON R. Eugene
Goodson Chief Executive Officer Williams Controls, Inc. February 11, 2004



---

Exhibit 32.2

# CERTIFICATION OF CHIEF FINANCIAL OFFICER
REQUIRED BY RULE 13a-14(b) or RULE 15d-14(b)
AND SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002, 18 U.S.C. SECTION 1350

In connection with the Quarterly Report of Williams
 Controls, Inc (the Company) on Form 10-Q for the period ended December 31, 2003 as filed with the
 Securities and Exchange Commission on the date hereof (the Report), I, Dennis E. Bunday, Chief Financial
 Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the
 Sarbanes-Oxley Act of 2002, that:

| |  | (1) |  | The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------

| |  | (2) |  | The
information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
| |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

/s/ DENNIS E. BUNDAYDennis E.
BundayChief Financial OfficerWilliams Controls, Inc.February 11, 2004