Exhibit
      3.01(e)


**CERTIFICATE
      OF AMENDMENT**


**TO**


**CERTIFICATE
      OF INCORPORATION**


**OF**


**WILLIAMS
      CONTROLS, INC.**





WILLIAMS
      CONTROLS, INC., a corporation organized and existing under and by virtue of
      the
      General Corporation Law of the State of Delaware (the “Corporation”), does
      hereby certify as follows:





FIRST:
      In
      accordance with the provisions of Section 242 of the General Corporation Law
      of
      the State of Delaware, the Board of Directors of the Corporation, at a duly
      called and noticed meeting held on March 2, 2006, adopted a resolution setting
      forth and declaring advisable the amendments to Article FOURTH and Article
      SEVENTH of the Certificate of Incorporation of the Corporation.





SECOND:
      That at the annual meeting of the stockholders of the Corporation duly called
      and held on March 2, 2006, the proposed amendment was presented and stockholders
      owning a majority of the outstanding common stock, par value $.01 per share,
      of
      the Corporation entitled to vote thereon, in accordance with the provisions
      of
      Section 242 of the General Corporation Law of the State of Delaware, duly
      approved the amendment to Article FOURTH and Article SEVENTH of the Certificate
      of Incorporation of the Corporation as set forth below.





THIRD:
      Article FOURTH of the Certificate of Incorporation of the Corporation is hereby
      deleted in its entirety and the following is inserted in lieu thereof:





FOURTH:
      The total number of shares of stock which the Corporation shall have authority
      to issue is 62,500,000 shares, consisting of 12,500,000 shares of Common Stock
      having a par value of $0.01 per share (the “Common Stock”), and 50,000,000
      shares of Preferred Stock having a par value of $0.01 per share (the “Preferred
      Stock”).





FOURTH:
      Effective at the date and time this amendment to the Certificate of
      Incorporation is accepted by the Secretary of State of the State of Delaware
      (the "Effective Date"), as a result of the amendment to Article FOURTH of the
      Certificate of Incorporation of the Corporation, each six (6) of the
      corporation's common shares then issued and outstanding shall be automatically
      converted into one (1) fully-paid and non-assessable common share (the "Reverse
      Stock Split"). In lieu of the issuance of any fractional common shares of less
      than one whole common share that would otherwise result from the Reverse Stock
      Split, any holder of common shares who would receive a fractional share shall
      be
      entitled to receive an amount in cash equal to the
      average reported closing price per share, as reported on the Over-the-Counter
      Bulletin Board, of the Company’s Common Stock during the twenty (20) trading
      days immediately prior to the Effective Date of the Reverse Stock
      Split for each
      common share held immediately prior to the Effective Date which would convert
      into a fractional share pursuant to the Reverse Stock Split.





FIFTH:
      Article SEVENTH of the Certificate of Incorporation of the Corporation is hereby
      deleted in its entirety and the following is inserted in lieu
      thereof:





SEVENTH:
      The business and affairs of this corporation shall be managed by or under the
      direction of a Board of Directors. The Board of Directors shall consist of
      not
      fewer than one (1) director nor more than seven (7) directors. The number of
      directors of this corporation shall be determined in the manner specified by
      the
      Bylaws and may be increased or decreased from time to time in the manner
      provided therein.








SIXTH:
      That said amendments were duly adopted in accordance with the provisions of
      Section 242 of the General Corporation Law of the State of
      Delaware.





SEVENTH:
      This Certificate of Amendment shall be effective as of the date of filing with
      the Secretary of State of the State of Delaware.





IN
      WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to
      be
      signed and sealed by Dennis E. Bunday, its Chief Financial Officer, Executive
      Vice President, and Secretary, this 2nd day of March, 2006.





**WILLIAMS
      CONTROLS, INC.**




/s/
      Dennis E.
      Bunday


By:
      Dennis E. Bunday


Chief
      Financial Officer, Executive Vice President, and Secretary