Exhibit
      3.01(a)


**CERTIFICATE
      OF INCORPORATION**





**OF**





**WILLIAMS
      CONTROLS, INC.**





FIRST:  The
      name
      of the corporation is Williams Controls, Inc.





SECOND:  The
      address of the registered office of the corporation in the State of Delaware
      is
      229 South State Street, City of Dover, County of Kent, State of Delaware 19901.
      The name of the corporation’s registered agent at that address is The
      Prentice-Hall Corporation System, Inc.





THIRD:  The
      purpose of the corporation is to engage in any lawful act or activity for which
      a corporation may be organized under the Delaware General Corporation Law (the
      “DGCL”).





FOURTH:





A.  The
      total
      number of shares of capital stock which the corporation shall have authority
      to
      issue is 100,000,000 shares, consisting of 50,000,000 shares of common stock,
      $.01 par value (the “Common Stock”), and 50,000,000 shares of preferred stock,
      $.01 par value (the “Preferred Stock”).





B.  Shares
      of
      Preferred Stock may be issued from time to time in one or more classes or series
      as may be determined from time to time by the board of directors of the
      corporation (the “Board of Directors”), each such class or series to be
      distinctly designated. Except in respect of the particulars fixed by the Board
      of Directors for classes or series provided for by the Board of Directors as
      permitted hereby, all shares of Preferred Stock shall be of equal rank and
      shall
      be identical. All shares of any one series of Preferred Stock so designated
      by
      the Board of Directors shall be alike in every particular, except that shares
      of
      any one series issued at different times may differ as to the dates from which
      dividends thereon shall be cumulative. The voting rights, if any, of each such
      class or series and the preferences and relative, participating, optional and
      other special rights of each such class or series and the qualifications,
      limitations and restrictions thereof, if any, may differ from those of any
      and
      all other classes or series at any time outstanding; and the Board of Directors
      of the corporation is hereby expressly granted authority to fix, by resolutions
      duly adopted prior to the issuance of any shares of a particular class or series
      of Preferred Stock so designated by the Board of Directors, the voting powers
      of
      stock of such class or series, if any, and the designations, preferences and
      relative, participating, optional and other special rights and the
      qualifications, limitations and restrictions of such class or series, including,
      but without limiting the generality of the foregoing, the
      following:





(1)  The
      distinctive designation of, and the number of shares of Preferred Stock which
      shall constitute, such class or series, and such number may be increased (except
      where otherwise provided by the Board of Directors) or decreased (but not below
      the number of shares thereof then outstanding) from time to time by action
      of
      the Board of Directors;








(2)  The
      rate
      and time at which, and the terms and conditions upon which, dividends, if any,
      on shares of Preferred Stock of such class or series shall be paid, the extent
      of the preference or relation, if any, of such dividends or the dividends
      payable on any other class or classes or of any series of the same or any other
      class or classes of stock and whether such dividends shall be cumulative or
      non-cumulative;





(3)  The
      right, if any, of the holders of shares of Preferred Stock of such class or
      series to convert the same into, or exchange the same for, shares of any other
      class or classes or of any series of the same or any other class or classes
      of
      stock and the terms and conditions of such conversion or exchange;





(4)  Whether
      or not shares of Preferred Stock of such class or series shall be subject to
      redemption, and the redemption price or prices and the time or times at which,
      and the terms and conditions upon which, shares of Preferred Stock of such
      class
      or series may be redeemed;





(5)  The
      rights, if any, of the holders of shares of Preferred Stock of such class or
      series upon the voluntary or involuntary liquidation of the
      corporation;





(6)  The
      terms
      of the sinking fund or redemption or purchase account, if any, to be provided
      for the shares of Preferred Stock of such class or series; and





(7)  The
      voting powers, if any, of the holders of shares of such class or series of
      Preferred Stock.





FIFTH:  The
      name
      and mailing address of the Sole Incorporator are as follows:





Barbara
                  E. Pavel
              1400
                  Glenarm Place
                Third
                  Floor
                Denver,
                  Colorado 80202


SIXTH:  The
      name
      and mailing address of the person who is to serve as a director until the first
      annual meeting of stockholders or until his successor is elected and qualified
      are as follows:





Name
                
                Gerald
                  Raskin
              Mailing
                  Address
                
                1400
                  Glenarm Place
                Third
                  Floor
                Denver,
                  Colorado 80202


SEVENTH:  The
      business and affairs of this corporation shall be managed by or under the
      direction of the Board of Directors. The Board of Directors shall consist of
      one
      or more members which may from time to time be increased or decreased in such
      manner as shall be provided by the Bylaws of this corporation. Election of
      directors or their appointment need not







be
      by
      written ballot unless required by the Bylaws. The requisite quorum for the
      transaction of business at a meeting of the Board of Directors shall consist
      of
      a majority of the total number of directors.





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





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





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





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





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





EIGHTH:  A
      director of the corporation shall not be personally liable to the corporation
      or
      its stockholders for monetary damages for breach of fiduciary duty as a
      director, except for liability (i) for any breach of the director’s duty of
      loyalty to the corporation or its stockholders, (ii) for acts or omissions
      not
      in good faith or which involve intentional misconduct or a knowing violation
      of
      law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from
      which
      the director derived any improper personal benefit. If the DGCL is amended
      after
      approval by the stockholders of this Article to authorize corporate action
      further eliminating or limiting the personal liability of directors, then the
      liability of a director of the corporation shall be eliminated or limited to
      the
      fullest extent permitted by the DGCL, as so amended.








Any
      repeal or modification of the foregoing paragraph by the stockholders of the
      corporation shall not adversely affect any right or protection of a director
      of
      the corporation existing at the time of such repeal or
      modification.





NINTH:  The
      corporation has the right and/or duty to indemnify any person who is or was
      a
      director to the fullest extent provided by law.





The
      corporation has the right and/or duty to indemnify any person who is or was
      an
      officer, employee or agent of the corporation who is not a director to the
      fullest extent provided by law, or to a greater extent if consistent with law
      and if provided by resolution of the corporation’s stockholders or directors, or
      in a contract.





The
      corporation may purchase and maintain insurance on behalf of any person who
      is
      or was a director, officer, employee, fiduciary or agent of the corporation
      and
      who while a director, officer, employee, fiduciary or agent of the corporation,
      is or was serving at the request of the corporation as a director, officer,
      partner, trustee, employee, fiduciary or agent of any other foreign or domestic
      corporation, partnership, joint venture, trust, other enterprise or employee
      benefit plan against any liability asserted against or incurred by him in any
      such capacity or arising out of his status as such, whether or not the
      corporation would have the power to indemnify him against such liability under
      provisions of the DGCL.





TENTH:  Whenever
      a compromise or arrangement is proposed between the corporation and its
      creditors or any class of them and/or between the corporation and its
      stockholders or any class of them, any court of equitable jurisdiction within
      the State of Delaware may, on the application in a summary way of the
      corporation or of any creditor or stockholder thereof or on the application
      of
      any receiver or receivers appointed for the corporation under the provisions
      of
      Section 291 of the DGCL or on the application of trustees in dissolution or
      of
      any receiver of receivers appointed for the corporation under the provisions
      of
      Section 279 of the DGCL, order a meeting of the creditors or class of creditors,
      and/or of the stockholders or class of stockholders of the corporation, as
      the
      case may be, to be summoned in such manner as the said court directs. If a
      majority in number representing three-fourths in value of the creditors or
      class
      of creditors, and/or of the stockholders or class of stockholders of the
      corporation, as the case may be, agree to any compromise or arrangement and
      to
      any reorganization of the corporation as a consequence of such compromise or
      arrangement, the said compromise or arrangement and the said reorganization
      shall, if sanctioned by the court to which the said application has been made,
      be binding on all the creditors or class of creditors, and/or on all the stock
      holders or class of stockholders, of the corporation, as the case may be, and
      also on the corporation.





ELEVENTH:  Subject
      to the provisions of this Certificate of Incorporation, the corporation reserves
      the right to amend, alter, change or repeal any provision contained in this
      Certificate of Incorporation in the manner now or thereafter







prescribed
      by statute, and all rights conferred upon stockholders herein are granted
      subject to this reservation.





I,
      THE
      UNDERSIGNED, being the incorporator herebefore named, for the purpose of forming
      a corporation pursuant to the DGCL, do make this Certificate, hereby declaring
      and certifying that this is my act and deed and the facts stated herein are
      true, and accordingly have hereunto set my hand this 2 nd of
      November, 1988.








/s/
                  Barbara E. Pavel
                Barbara
                  E. Pavel, Sole
                  Incorporator