**Exhibit 31.1**

 

**CERTIFICATION**

 

I, R. Eugene Goodson andI, Patrick W. Cavanagh, certify that:

 

1.  I have reviewed this report on Form 10-K ofWilliams Controls Inc.;

 

2.  Based on my knowledge, this report does notcontain any untrue statement of material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

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

 

4.  Theregistrant’s other certifying officers and I are responsible for establishingand maintaining disclosure control and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a)  Designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)  Evaluated theeffectiveness of the registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c)  Disclosed inthis report any change in the registrant’s internal control over financialreporting that occurred during the registrant’s most recent fiscal quarter thathas materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and

 

5.  The registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant’s auditors and the audit committee ofthe registrant’s board of directors:

 

a)  Allsignificant deficiencies and material weaknesses in the design or operation ofinternal control over financial reporting which are reasonably likely toadversely affect the registrant’s ability to record, process, summarize andreport financial information; and

 

b)  Any fraud,whether or not material, that involves management or other employees who have asignificant role in the registrant’s internal control over financial reporting.

 

 
| Date: December 27, 2004 | /s/ R. EUGENE GOODSON                                |   |
|-------------------------|------------------------------------------------------|--------|
|                    | R. Eugene Goodson                                    |
|                    | Chief Executive Officer  through  September 30, 2004 |
|                    |                                                 |
|                    |                                                 |
|                    | /s/ PATRICK W. CAVANAGH                              |   |
|                    | Patrick W. Cavanagh                                  |
|                    | Chief Executive Officer  commencing October 1, 2004  |
|                         |                                                      |        |  |

 

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