As filed with  the  Securities  and  Exchange Commission  on  November 8, 1999

                                                    Registration No. 333-_____

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-3
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                             WILLIAMS CONTROLS, INC.
               --------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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

                              14100 SW 72nd Avenue
                             Portland, Oregon 97224
                                 (503) 684-8600
                     ---------------------------------------
                          (Address, including zip code,
                         and telephone number, including
                           area code, of Registrant's
                          principal executive offices)


                                 Thomas W. Itin
                 President, Chairman and Chief Executive Officer
                            Williams Controls, Inc.
                              14100 SW 72nd Avenue
                             Portland, Oregon 97224
                                 (503) 684-8600
                 -----------------------------------------------
                     (Name, address, including zip code, and
                          telephone number, including
                        area code, of agent for service)



                                With copies to:
                               Gerald Raskin, Esq.
                             John W. Kellogg, Esq.
              Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                         1400 Glenarm Place, Third Floor
                             Denver, Colorado 80202
                                 (303) 571-1400

                              --------------------




Approximate  date  of  commencement  of  proposed  sale  to  public:  As soon as
practicable after the effective date of this Registration Statement.

If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box: [ ]

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. [ ]

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [ ]

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. [ ]


<PAGE>
<TABLE>
<CAPTION>
<S>                                           <C>              <C>                 <C>              <C>

--------------------------------------------------------------------------------------------------------------------
                                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
  Title of each class of securities to be       Amount to be    Proposed maximum      Proposed         Amount of
                 registered                      registered      offering price        maximum       registration
                                                                    per share         aggregate           fee
                                                                                   offering price
--------------------------------------------- ----------------- ------------------ ---------------- ----------------
Common Stock (2)                                     1,331,149            $ 2.25       $ 2,995,086            $ 833
--------------------------------------------- ----------------- ------------------ ---------------- ----------------
Common Stock underlying Placement Agent's            87,084(1)            $ 3.30           287,378               80
warrants
--------------------------------------------- ----------------- ------------------ ---------------- ----------------
Common Stock underlying other warrants             465,902 (1)            $ 3.125        1,455,943              405
--------------------------------------------- ----------------- ------------------ ---------------- ----------------
TOTAL                                                1,884,135                         $ 4,738,407          $ 1,318
--------------------------------------------- ----------------- ------------------ ---------------- ----------------
</TABLE>

(1)  Plus indeterminable  number of shares of Common Stock as may be issuable by
     reason of the anti-dilution provision for warrants.

(2) Fee has been calculated in accordance with Rule 457(c).

The registrant hereby amends this  registration  statement on such date or dates
as may be necessary to delay its effective date until the registrant  shall file
a further amendment which specifically  states that this registration  statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.



<PAGE>

      SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED NOVEMBER 8, 1999

                                   PROSPECTUS



                         [WILLIAMS CONTROLS, INC. LOGO]





                                1,884,135 Shares
                                  Common Stock

                              --------------------


This Prospectus  relates to the proposed sale of 1,884,135  shares of our common
stock by certain  selling  shareholders,  of which 552,986 shares are underlying
warrants.  These selling shareholders acquired their shares as part of a private
placement of the Company's  securities.  We will not receive any of the proceeds
from the sale of these securities.

The selling  shareholders  may sell all or any portion of their shares of common
stock in one or more  transactions  on the NASDAQ  National Market or in private
negotiated  transactions.  We have  agreed  to pay  registration  expenses.  The
selling  shareholders  will pay all selling  expenses,  including  any brokerage
commissions.

Our  common  stock is traded on the  NASDAQ  National  Market  under the  symbol
"WMCO". On November 4, 1999, the last reported sale price of our common stock on
the NASDAQ National Market was $2.34 per share.

We may  amend  or  supplement  this  prospectus  from  time to  time  by  filing
amendments or  supplements as required.  You should read this entire  prospectus
and any  amendments or  supplements  carefully  before you make your  investment
decision.

                              --------------------

            See "Risk factors" on page 7 for certain risks you should
                    consider before you purchase any shares.

                              --------------------

Neither  the  Securities  and  Exchange  Commission  nor  any  state  securities
commission has approved or  disapproved  of these  securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
                              --------------------

                The date of this prospectus is November 8, 1999.


<PAGE>


                                Table of Contents

                                                                           Page

Where you can find more information........................................-3-

Forward looking statements.................................................-3-

Williams Controls, Inc.....................................................-4-

Recent developments........................................................-6-

Risk factors...............................................................-7-

Use of proceeds............................................................-13-

Selling shareholders.......................................................-14-

Plan of distribution.......................................................-15-

Legal matters..............................................................-16-

Experts....................................................................-16-

You should rely only on the  information  contained or incorporated by reference
in this prospectus and in any  accompanying  prospectus  supplement.  No one has
been authorized to provide you with different information.

The shares of common stock are not being offered in any  jurisdiction  where the
offer is not permitted.

You should not assume that the  information in this prospectus or any prospectus
supplement  is accurate as of any date other than the date on the front of those
documents.


<PAGE>
                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information with the SEC. You may read and copy any document that we file at the
SEC's  public  reference  rooms in  Washington,  D.C.,  New  York,  New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to you free of
charge at the SEC's web site at http://www.sec.gov.

     We  incorporate  by  reference  the  documents  listed below and any future
filings we will make with the SEC under Sections  13(a),  13(c),  14 or 15(d) of
the Securities Exchange Act of 1934 until this offering has been completed:

     *    Our Annual Report on Form 10-K for the year ended September 30, 1998.
     *    Our Quarterly Report for the fiscal quarter ended December 31, 1998.
     *    Our Quarterly Report for the fiscal quarter ended March 31, 1999.
     *    Our Quarterly Report for the fiscal quarter ended June 30, 1999.
     *    Our Current Report on Form 8-K filed on December 14, 1998.
     *    Our Current Report on Form 8-K filed on August 13, 1999.
     *    Our Current Report on Form 8-K/A filed on October 12, 1999.
     *    Our Proxy Statement for the 1999 Annual Meeting of  Stockholders  held
          on February 26, 1999.
     *    The  description  of our  Common  Stock  contained  in a  Registration
          Statement on Form 8-A,  Commission File No. 0-18083, as filed with the
          Commission on November 1, 1989.

     You may request free copies of these filings by writing or  telephoning  us
at our principal offices, which are located at the following address:

                           Williams Controls, Inc.
                           14100 SW 72nd Avenue
                           Portland, Oregon 97224
                           Attention: Chief Financial Officer
                           (503) 684-8600




                           FORWARD LOOKING STATEMENTS

     All statements contained in this Prospectus,  as well as statements made in
press  releases  and  oral  statements  that  may be made by us or by  officers,
directors  or  employees  acting  on our  behalf,  that  are not  statements  of
historical fact constitute  "forward-looking  statements"  within the meaning of
the  Private  Securities  Litigation  Reform Act of 1995.  Such  forward-looking
statements involve known or unknown risks,  uncertainties and other factors that
could  cause our  actual  results to be  materially  different  from  historical
results or from any future results expressed or implied by such  forward-looking
statements. The "Risk Factors" section of this Prospectus, commencing on page 7,
summarizes  certain of the material risks and uncertainties that could cause our
actual results to differ  materially.  In addition to statements that explicitly
describe such risks and uncertainties,  readers are urged to consider statements
that include the terms "believes," "belief," "plans," "anticipates,"  "expects,"
"estimates,  "may," "will" or similar terms to be uncertain and forward-looking.
All cautionary  statements made herein should be read as being applicable to all
forward-looking  statements wherever they appear. In this connection,  investors
should consider the risks  described  herein and should not place undue reliance
on any forward-looking statements.



                                       3
<PAGE>


                             WILLIAMS CONTROLS, INC.

         We are a Delaware  corporation formed in 1988. The principal company in
our vehicle component segment,  our  primary  business  segment,  was founded by
Norman C.  Williams  in  1939  and  acquired  by  the  Company  in  1988.    Our
operating subsidiaries  are  divided  into three business units (one of which is
reported as a discontinued operation).

Vehicle Components

         Our  vehicle  component  product  lines  primarily  include  electronic
throttle control systems,  exhaust brakes and pneumatic,  hydraulic controls and
plastic injection molded products including automotive taillight systems.  These
products are used in trucks,  utility and off-highway  equipment,  transit buses
and underground  mining  machines.  Markets for our electronic  throttle control
systems are  developing  in smaller  classes of trucks,  diesel-powered  pick-up
trucks and automobiles. We believe that gasoline-powered automobiles and pick-up
trucks may convert to the  electronic  throttle  control  system,  although this
would require engine redesign by the automotive manufacturers which is presently
ongoing.  In addition,  the passenger  vehicles market began the introduction of
adjustable foot pedal systems during 1999. We purchased an adjustable foot pedal
designer and  manufacturer  in July,  1999.  We estimate that we have over a 65%
market share of electronic  throttle  control  systems for Class 7 and 8 trucks.
The  majority  of  these  products  are  sold  directly  to  original  equipment
manufacturers  such as  Freightliner,  Navistar,  Volvo,  Isuzu and Motor  Coach
Industries.  We also sell these products through a  well-established  network of
independent  distributors.  The major  competitors in one or more of our product
lines include Morris Controls, Furon, Teleflex, Dura Automotive and KSR, Inc.

Electrical Components and Global Positioning System

         Our  electrical   components  product  line  includes  the  design  and
production of microcircuits, cable assemblies and other electronic products used
in  the  telecommunication,   computer  and  transportation  industries.   Major
customers  include  Allied  Signal,  Raychem and Eaton Corp.  Major  competitors
include  CTS,  AMP and  Nethode.  The global  positioning  system  product  line
includes commuter railroad train tracking and agricultural  cyber-farming  using
global  positioning  and geographic  information  systems.  Our major  customers
include Chicago Metra,  Tri-Rail,  the Florida  Department of Transportation and
Via Tropical Fruit.

Agricultural Equipment

         Our agricultural equipment product lines include rotary cutters, discs,
harrows and sprayers.  These products are sold to independent  equipment dealers
located  primarily in the  Southeastern  United  States.  Our major  competitors
include Allied Industries (Bushhog), Wood Brothers, Taylor Industries,  Inc. and
Alamo Group. This business is reported as a discontinued operation.

Possible Changes in Segment Reporting

         For the year ended  September  30, 1999,  we are required to report our
business  segments  under new rules  administered  by the  Financial  Accounting
Standards  Board.  We are in the process of  determining  the effect of this new
standard  on our  segment  reporting.  We may be  required  to  adopt  different
segments than the three segments we listed above.

         These are our operating subsidiaries,  all of which are 100% owned, and
a brief  description of each operating  subsidiary's  business (the subsidiaries
which are reported as discontinued operations are not listed).

Vehicle Components
------------------

*    Williams Controls  Industries,  Inc.  manufactures  vehicle components sold
     primarily in the transportation industry.



                                       4
<PAGE>

*    ProActive   Acquisition   Corporation  conducts  research  and  development
     activities  related to adjustable foot pedals and  manufactures  adjustable
     pedal systems.

*    Premier Plastic Technologies,  Inc. manufactures plastic components for the
     automotive industry.

*    NESC  Williams,  Inc.  installs  conversion  kits to allow  vehicles to use
     compressed natural gas and provides natural gas well metering services.

*    Williams Automotive, Inc. markets our products to the automotive industry.

*    Williams  Technologies,  Inc.  supports all  subsidiaries of our company by
     providing  research  and  development  and  developing  strategic  business
     relationships to promote "technology partnering."

*    Williams  World  Trade,  Inc.  manages  foreign  sourcing  for  all  of our
     subsidiaries, affiliates and third party customers through its wholly owned
     subsidiary located in Kuala Lumpur, Malaysia.


Electronic Components and Global Positioning System
---------------------------------------------------

*    Aptek Williams,  Inc. develops and produces sensors,  microcircuits,  cable
     assemblies and other electronic products for the telecommunications and the
     transportation industries, and conducts research and development activities
     to develop  commercial  applications  of sensor  related  products  for our
     subsidiaries.

*    GeoFocus,  Inc.  develops  train tracking and  cyber-farming  systems using
     global positioning systems and geographical information systems.

         We sell our products to customers in the truck,  bus,  automotive,  off
highway,  telecommunication and other diversified industries worldwide.  For the
fiscal  year  ended  September  30,  1998,  approximately  94% of our sales from
continuing operations were to customers in the vehicle component segment and 63%
of our sales from continuing  operations were from sales of electronic  throttle
control  products.  Approximately  15%, 14% and 19% of net sales from continuing
operations  in fiscal  1998,  1997 and  1996,  respectively,  were to  customers
outside of the United States,  primarily in Canada and Sweden,  and, to a lesser
extent, in Europe, South America and Australia.

         Our  operating   facilities   engage  in   engineering,   research  and
development  and  quality  control   activities  to  improve  the   performance,
reliability and  cost-effectiveness  of our product lines. Our engineering staff
works closely with our customers in the design and  development  of new products
and adapting products for new  applications.  During fiscal 1998, 1997 and 1996,
we spent $2,778,000, $1,832,000 and 2,077,000, respectively, on these activities
for continuing  operations.  We intend to increase our research and  development
expenditures  in fiscal  2000 to design  electronic  throttle  control  products
compatible with gasoline powered vehicles,  develop commercial  applications for
inertia,  tilt and position sensor  products,  and the development of adjustable
foot pedal and electronic throttle control systems for automotive, sport utility
vehicles,  light trucks and heavy  trucks,  and further  develop  train  tacking
products.

         We produce our products from raw materials,  including brass, aluminum,
steel,  plastic,  rubber  and zinc,  which  currently  are widely  available  at
reasonable  terms.  We rely  upon,  and  expect  to  continue  to rely  upon CTS
Corporation,  Robertshaw and  Caterpillar,  Inc. as single source  suppliers for
critical  components  and/or  products as these suppliers are currently the only
manufacturers of sensors made  specifically for our electronic  throttle control
system.  Although  these  suppliers have been able to meet our needs on a timely
basis,  and  appear to be  willing  to  continue  being  suppliers,  there is no
assurance that a disruption in a supplier's  business,  such as a strike,  would
not disrupt the supply of a component.

         We warrant our products to the first retail  purchaser  and  subsequent
owners against malfunctions  occurring during the warranty period resulting from
defects in  material  or  workmanship,  subject to  specified  limitations.  The
warranty on vehicle components is limited to a specified time period, mileage or
hours of use,  and varies by product  and  application.  We have  established  a
warranty  reserve  based upon our  estimate of the future  cost of warranty  and
related service costs. We regularly monitor our warranty reserve for adequacy in
response to historical experience and other factors.


                                       5
<PAGE>

         As of June 30, 1999, we employed approximately 508 employees, including
approximately 139 union employees.  The non-union employees are engaged in sales
and marketing, accounting and administration,  product research and development,
production and quality control The union employees are engaged in  manufacturing
vehicle  components in our Portland,  Oregon facility.  Our management  believes
that our  relationship  with our  employees  and the union  are  good.  We could
experience  change  in  non-union  labor  costs as a result  of  change in local
economies and general wage increases.

                               RECENT DEVELOPMENTS

         During the fourth  fiscal  quarter  ended  September  30, 1999,  we may
record an  additional  loss related to the sale or disposal of the  agricultural
equipment  business unit. Also, during the fourth fiscal quarter ended September
30, 1999, we expect to report a significant  operating  loss at Premier  Plastic
Technologies,  Inc., our plastic injection molding facility.  In addition,  as a
result  of  the  acquisition  in July, 1999, of the ProActive Pedals division of
Active Tools Manufacturing Co., Inc., we will record an expense of $1.75 million
for  acquired  in-process  research and development in the fourth fiscal quarter
ended September 30, 1999.  Because of these factors,  we  expect to report a net
loss for the fourth fiscal quarter ended September 30, 1999.

         During  the  third  quarter  ended  June  30,  1999,  we  recognized  a
$5,278,000  loss from the  impairment  of assets  related  to Kenco,  our former
automotive   accessories  business  unit,   consisting  of  $4,655,000  for  the
impairment of non-voting  preferred stock and notes and accounts  receivable and
$623,000 for the impairment of property.

         In conjunction  with the purchase of the ProActive  Pedals  division of
Active Tools  Manufacturing  Co., Inc., we issued 1,331,149 shares of our common
stock  through  a  private   placement,   with  net  proceeds  of  approximately
$3,386,000. In addition, we borrowed $2.5 million from our bank under a new term
loan facility. The principal amount under this new term loan facility is payable
in three equal monthly  installments  of $139,000 (plus  interest)  beginning in
November,  1999, with the remaining balance of $2,083,000 due in February, 2000.
Interest on this new term loan facility is computed at the prime rate plus 1.25%
(9.5% at September 30, 1999).



                                       6
<PAGE>

                                  RISK FACTORS

         You should carefully consider all of the information  contained in this
prospectus  before  deciding  whether  to invest in our  Common  Stock  and,  in
particular, the following factors:

We focus our corporate and financial resources in a limited number of core areas
--------------------------------------------------------------------------------

         From  fiscal  1994  through  fiscal  1996,  we pursued  an  acquisition
strategy  to   integrate   vertically   through  the  acquisition  of  a  sensor
manufacturing company and horizontally through the acquisition of  companies  in
similar industries that could benefit from our sensor  and  control  experience.
During this period,  we acquired  several  companies  with  products  that could
benefit from sensor and control applications.  In fiscal 1997,  we  changed  our
diversification  acquisition  strategy  to focus  our  corporate  and  financial
resources  on  opportunities  emerging in our vehicle components  business  unit
and global positioning system train tracking markets.  We cannot give assurances
that  we  will  be  able  to  capitalize  on  opportunities  emerging in vehicle
components  or global  positioning  system  train  tracking markets  and/or  the
development of commercial applications of sensor related products.  In addition,
if we are successful in one or more endeavors,  we cannot be certain  that those
endeavors will be profitable.  On March 16,  1998, we completed  the sale of our
subsidiary  comprising  the automotive  accessories business  unit.  On December
14, 1998, we announced our intention to sell the agricultural equipment business
unit,  and we retained an  investment banking firm  to advise us on the sale and
solicit  potential  purchasers  for  the  business  unit.   On June 30, 1998, we
restructured  our  investment in Ajay Sports, Inc. to provide for a repayment of
all loans and an increase in the dividend rate on our preferred stock investment
on June 30, 2001.

We have significant investments in non-operative business units
--------------------------------------------------------------------------------

         We have  invested  approximately  $5.9 million in Ajay Sports,  Inc., a
company that markets and distributes golf clubs and  accessories,  casual living
furniture  and is a  franchisor  of  golf  retail  stores.  This  investment  is
comprised of preferred  stock of $5 million,  a note  receivable of $1.6 million
and a negative  common stock  investment  of  $700,000.  This  investment  could
increase to $8 million  according  to terms of an  Intercreditor  Agreement.  In
June,  1998,  we  restructured  the  investment  in Ajay  Sports to provide  for
repayment of all such amounts on June 30, 2001. At that time,  the notes payable
become due and the dividend rate on the preferred stock increases substantially,
which in effect would require Ajay Sports to redeem the preferred  stock.  There
is no assurance that Ajay Sports will be able to pay the amounts to us when due.
We would then have to rely on the  guarantee  the  chairman  of our  company has
supplied us relating to our investment in Ajay Sports.

         We had a book value investment in our agricultural  equipment  business
unit  of $7  million  as of  July  31,  1999.  We  have  solicited  offers  from
prospective  purchasers  since  approximately  March,  1999 and have had limited
success.  We do not  know  if a  binding  offer  to  purchase  the  agricultural
equipment  business  unit will be received,  and if a binding offer is received,
what the  amount of the offer  would be.  As a result,  it may be  necessary  to
record  an  additional  expense  for a  loss  on the  sale  or  disposal  of the
agricultural  equipment business unit at September 30, 1999, the amount of which
is not known at this time.

Our electronic  throttle  control systems  products may not be accepted into new
markets and the introduction of electronic throttle controls in gasoline engines
will require modification or redesign of engine components, which may not occur,
and we  compete  against  companies  much  larger  and  with  greater  financial
resources than us
--------------------------------------------------------------------------------

                                       7
<PAGE>
         During  fiscal  1999,  we  began  the  introduction  of our  electronic
throttle  control  systems  product  into the  passenger  vehicle  market  which
consists  of cars,  small  trucks  and  sport  utility  vehicles.  Although  our
electronic  throttle control systems product has been successful in the domestic
heavy duty truck market, there is no assurance that it will be fully accepted in
these new  markets.  Introduction  of  electronic  throttle  control in gasoline
engines will require  modification or redesign of engine components that will be
dependent upon the timing of development  by the  automotive  manufacturers  and
their original equipment manufacturers. However, based on initial acceptance, we
expect  that  a  substantial  number  of  passenger  vehicles  will  convert  to
electronic  throttle controls over the next five years. Our primary  competitors
in the United States are Teleflex,  Dura  Automotive and KSR, Inc. Each of these
companies is substantially  larger and has greater financial  resources than us.
Furthermore,  we have no  control  over the  timing of the  introduction  of the
electronic  throttle control into the automotive,  small truck and sport utility
vehicle markets.

         We  purchased  substantially  all of the  assets  and  assumed  certain
liabilities  of  ProActive  Pedals in July,  1999.  ProActive  owns  patents and
designs for adjustable foot pedal systems and currently  produces the adjustable
foot pedal for the Dodge Viper.  We currently  compete  against  Teleflex in the
adjustable  foot pedal market,  and we expect both Dura Automotive and KSR, Inc.
to enter the market with their  adjustable foot pedal designs.  Thus, we will be
competing  against  much larger  competitors  in these  markets  with  financial
resources  much  greater  than  ours  and  with  existing   long-term   supplier
relationships with the automotive industry.

Our  products  are closely  scrutinized  for  compliance  with  national  safety
standards and regulations and non-compliance may subject us to a product recall
--------------------------------------------------------------------------------

         Because  many of our  products  are  integral to the safety of vehicles
using them while operating on highways, our products must comply with regulatory
standards  and close  scrutiny  from federal  government  agencies.  Our vehicle
component  products  must comply  with the  National  Traffic and Motor  Vehicle
Safety Act of 1966, as amended,  and  regulations  promulgated  thereunder.  The
National Highway Traffic Safety  Administration  administers these standards and
regulations and conducts  investigations.  If, after an investigation,  it finds
that we are not in compliance  with any of its standards or  regulations,  among
other things, it may require us to recall the non-complying  products and repair
or replace them. We believe we are currently in compliance  with their standards
and regulations,  but any problems with our electronic  throttle control system,
which has been critical to our success, could adversely affect our earnings.

The demand for our products is heavily  dependent  upon the  performance  of the
manufacturing industry which fluctuates according to general economic trends
--------------------------------------------------------------------------------

         The market for heavy  trucks is  cyclical.  During  periods of economic
expansion,  when industrial production is increasing,  demand for diesel engines
ordinarily  increases.  In opposition,  during  recessionary  times,  the diesel
engine industry is adversely affected by declines in demand.  Recently,  we have
experienced an increase in electronic  throttle control systems sales,  which we
believe is, in part, a result of the current economic expansion.  Due in part to
the maturity of the heavy-diesel engine industry, there can be no assurance that
such an increase in sales related to economic expansion or other factors will be
sustained.  These industries  could experience  downturns which would affect our
sales and our primary manufacturing facility.

The majority of our continuing  operation sales are  concentrated in the vehicle
component  segment  to a few  significant  customers,  the loss of  which  could
adversely affect our earnings
--------------------------------------------------------------------------------

         We sell our products to customers in diversified  industries worldwide;
however, for the fiscal year ended September 30, 1998,  approximately 94% of our
sales from  continuing  operations  were to customers  in the vehicle  component
segment and 63% of our sales from  continuing  operations were from sales of our
electronic  throttle control products.  For the fiscal years ended September 30,
1998, 1997 and 1996,  Freightliner accounted for 21%, 16% and 17%, respectively,
of net sales for continuing operations.  Navistar accounted for 16%, 16% and 13%
of net sales from continuing operations for the fiscal years ended September 30,
1998,  1997 and 1996,  respectively.  Volvo  accounted for 9%, 8% and 10% of net
sales from continuing  operations for the fiscal years ended September 30, 1998,
1997 and 1996, respectively. We cannot be certain that we will be able to retain
these  customers.  The  loss of one or more of our  significant  customers,  the
material  decline in sales to one or more of these  customers,  or the  economic
downturn in one or more of our market areas could adversely affect our earnings.

                                       8
<PAGE>
A significant amount of our continuing  operation sales are to foreign customers
which could be affected by foreign economic conditions beyond our control
--------------------------------------------------------------------------------

         Approximately  15%, 14% and 19% of net sales for continuing  operations
in fiscal 1998, 1997 and 1996,  respectively,  were to customers  outside of the
United  States,  primarily  in Canada and  Sweden,  and to a lesser  extent,  in
Europe, South America and Australia.  The loss of one or more of our significant
customers, a material decline in sales to one or more of these customers,  or an
economic  downturn  in one or more of the  company's  market  areas could have a
material  adverse effect on our earnings.  On January 1, 1999, the eleven member
states of the European Union,  converted to a common currency,  the euro. We are
unaware at this time of any potential  material  adverse effect  associated with
the  conversion  because we only  accept  payments  in U.S.  dollars and have no
immediate plans to expand in Europe.

The  price  of  raw   materials  for  our  products  may  fluctuate  and  affect
profitability
--------------------------------------------------------------------------------

         We produce our products from raw materials,  including brass, aluminum,
steel,  plastic,  rubber  and zinc,  which  currently  are widely  available  at
reasonable terms.  Although we recently  experienced  stable prices,  prices for
aluminum,  zinc,  rubber,  steel,  and mechanical  components such as gearboxes,
hydraulics,   and  contact   position   sensors   could   fluctuate  and  affect
profitability.

We are reliant upon single source suppliers for critical components and products
whose supply may be disrupted and affect profitability
--------------------------------------------------------------------------------

         We rely upon,  and  expect to  continue  to rely upon CTS  Corporation,
Robertshaw  and  Caterpillar,  Inc.  as single  source  suppliers  for  critical
components and products.  We  manufacture a foot pedal using a contact  position
sensor  manufactured  by  Caterpillar,  Inc.  used  exclusively  on  Caterpillar
engines.  Caterpillar  supplies this sensor and requires that its sensor be used
on all Caterpillar engines; therefore, we do not consider the Caterpillar sensor
supply to be at risk.  Although these suppliers have been able to meet our needs
on a timely basis, and appear to be willing to continue being suppliers,  we can
provide no assurance  that a  disruption  in a  supplier's  business,  such as a
strike, would not disrupt the supply of a component.

We may be  liable  for  injuries  resulting  from  the  failure  of  braking  or
acceleration systems using our products
--------------------------------------------------------------------------------

         Several of our products are integral parts of braking and  acceleration
systems for heavy  equipment,  buses, and long-haul  trucks.  The failure of any
part of these  systems  may result in personal  injury to the  operator or other
persons in the area.  These persons may attempt to hold us liable for any or all
resulting injuries. While we are not aware of any material claims against us for
product liability, we cannot assure you that future claims will not be brought.

Our  warranty  reserve may not be  sufficient  to cover future  warranty  claims
against us
--------------------------------------------------------------------------------

         We provide a standard  limited  warranty on certain of our  products to
the first retail purchaser and subsequent owners against malfunctions  occurring
during the warranty  period  resulting from defects in material or  workmanship,
subject to specified limitations.  The warranty on vehicle components is limited
to a specified  time period,  mileage or hours of use, and varies by product and
application.  We have  established a warranty reserve based upon our estimate of
the future cost of warranty and related service costs. We regularly  monitor our
warranty  reserve for adequacy in response to  historical  experience  and other
factors. We believe the warranty reserve is reasonable,  based on our experience
with products and claims;  however, we cannot assure you that the amount of this
reserve will be sufficient to cover future warranty claims against us.



                                       9
<PAGE>

Because  several of our officers and directors  own a significant  amount of our
common stock,  they are in a position to influence our  direction,  policies and
any matter requiring shareholder approval
--------------------------------------------------------------------------------

         As of August 31, 1999, Thomas W. Itin, who is our Chairman,  President,
Chief Executive Officer and Treasurer,  beneficially owns approximately 28.3% of
our common stock. He also owns approximately  7.1% of Enercorp,  Inc., an entity
that beneficially owns approximately an additional 10.1% of our common stock. As
of August 31, 1999, H. Samuel Greenawalt,  who is a director,  beneficially owns
1.2% of our common stock and approximately 2.1% of Enercorp,  Inc. Collectively,
all of our executive  officers and directors  (twelve  persons) as of August 31,
1999 beneficially own approximately  40.2% of our common stock. As a result, our
management,  and Mr.  Itin in  particular,  are in a position  to  significantly
influence our direction and policies, the election of the Board of Directors and
the outcome of any other matters requiring shareholder approval.

While our Portland manufacturing facility has levels of contaminants that exceed
Federal  standards,  it is not  considered a reportable  event at this time, but
could be reportable in the future causing us remediation costs
--------------------------------------------------------------------------------

         We are  subject to a variety of federal,  state and local  governmental
regulations  relating to hazardous  substances used to manufacture our products.
These governmental  authorities can impose fines, suspend production,  alter our
manufacturing  processes or stop our  operations  if we have not  complied  with
these regulations.  Our failure to control the use, disposal, removal or storage
of, adequately restrict the discharge of, or assist in the cleanup of, hazardous
substances  could subject us to  significant  liabilities,  including  joint and
several  liability  under certain  environmental  statutes.  The fines and other
punishments  imposed upon us in connection  with  environmental  violations  and
expenses  related to remediation or compliance  with  environmental  regulations
could have a material  adverse effect on our business,  financial  condition and
results of operations.

         We have identified certain  contaminants in the soil and groundwater at
and around our Portland, Oregon manufacturing facility which we believe may have
been  disposed  of on the  property  by the  previous  property  owner.  We have
conducted  tests to  determine  the levels of  contaminants  and the lateral and
vertical extent of the contamination.  Copies of these reports are available for
inspection at our Portland offices.  We found  concentrations of trichloroethane
in shallow  groundwater  samples in amounts  that are  greater  than the Federal
drinking water maximum contaminant levels.  However, the manufacturing  facility
is located in an industrial area and the impacted groundwater is not used nor is
it anticipated to be used for drinking water. We believe that the  contamination
is not a reportable  condition under the current Oregon statutes,  but we cannot
assure you that the Oregon  Department of  Environmental  Quality would take the
same position.  In addition, we cannot be certain that the state would not adopt
environmental  laws that would make this a  reportable  event and  subject us to
liability.  Under Oregon statutes, we and other potentially  responsible parties
are required to investigate further and possibly remediate the contamination. We
believe that if  remediation is required,  we may have to  permanently  monitor,
treat and/or remove the contamination. We cannot estimate the costs of permanent
monitoring,  treatment  or clean  up at the  present  time.  We  believe  we are
currently in compliance with environmental regulations.

Significant increases in the interest rates of our significant bank indebtedness
could adversely affect our earnings
--------------------------------------------------------------------------------

         We have significant bank indebtedness that bears interest at rates that
fluctuate with the prime rate.  Our net earnings would be adversely  affected by
any significant  increase in the prime rate. We cannot be certain that the prime
rate will not increase.  In addition,  our current bank credit facility  secures
substantially  all of our assets as  collateral  for the loan and requires us to
maintain a minimum tangible net worth and working capital. In addition, the bank
limits our capital  spending in any one year period.  These  restrictions  could
delay our current  expansion plans unless the lender agrees to waive or increase
these capital spending limitations.



                                       10
<PAGE>

         We are required to maintain a minimum tangible net worth of $18 million
under our current loan  agreements.  As a result of the  ProActive  Acquisition,
which consisted  primarily of intangible assets, our tangible net worth declined
by  approximately  $4 million to $19.8  million  at August 31,  1999.  If we are
required  to  record  an  additional  loss  on  the  sale  or  disposal  of  the
agricultural  equipment  business unit at September  30, 1999,  our tangible net
worth  could  decline  below the minimum  $18  million  level,  which would be a
violation  of the bank loan  covenants.  We would  request the bank to amend the
minimum tangible net worth requirement,  but there is no assurance that the bank
would agree to such an amendment.  If the bank does not grant us an amendment to
the minimum tangible net worth  requirement,  we believe we can obtain financing
from alternate sources at comparable terms and rates of interest.

Several  subsidiaries  have a history of  operating  losses that may continue to
cause us a loss in the future
--------------------------------------------------------------------------------

         Several  of  our  subsidiaries  have  a history of operating  losses.
Although  we  have  taken  measures  to  improve operating results by hiring new
management,  adopting  business plans and instituting  operational changes,   we
can provide no assurance  that these  measures  will be effective  or  that  the
subsidiaries  will  achieve   profitability.   Our  Premier  Plastics Technology
subsidiary has been  experiencing  operating  problems  resulting  from  several
factors,  including  below  break-even  sale levels, inefficient production from
defective molds supplied by customers,  an  unprofitable   tool-making operation
and from operating problems on the manufacturing floor. To address these issues,
in September, 1999, we replaced the Premier Plastics  Technology General Manager
and in August,  1999,  retained  an experienced plastic injection molding  plant
controller.  There is no assurance that Premier  Plastics Technology's operating
results will improve.

We rely on key personnel
------------------------

         We  are  dependent  upon  the  services of Thomas W. Itin and Gerard H.
Herlihy. Mr. Itin is Chairman, President, Chief Executive Officer and Treasurer.
Mr. Herlihy  is  Chief Administrative and Chief Financial Officer and Secretary.
While we have an employment agreement with Mr. Itin that expires in August 2002,
we do not have an employment agreement with Mr. Herlihy.    If  either  of  such
individual's  services were to become unavailable us for any reason, our success
could be materially and adversely affected.  We  do  not  maintain  key man life
insurance.

We do not expect to pay dividends in the foreseeable future
--------------------------------------------------------------------------------

         We have never  declared or paid any cash  dividends on any class of our
common stock and we do not expect to declare cash  dividends on our common stock
in the foreseeable future.  Payment of any future dividends will depend upon our
earnings,  financial condition and other business and economic factors our Board
of Directors considers relevant.

Our  charter  and  bylaws  may  delay  or  frustrate  transactions  that  may be
beneficial to shareholders
--------------------------------------------------------------------------------

         Several provisions of our charter and bylaws may delay or frustrate the
removal of incumbent  directors and may prevent or delay a merger,  tender offer
or proxy  contest that is not approved by the Board of  Directors,  even if such
events may be  beneficial  to the interests of  shareholders.  For example,  our
Board of Directors, without shareholder approval, has the authority and power to
issue all  authorized  and unissued  shares of common stock and preferred  stock
which  have not  otherwise  been  reserved  for  issuance.  Thus,  the  Board of
Directors could currently issue 21,220,168  shares of common stock on such terms
as the Board of Directors  determines.  The Board of Directors  could  currently
also issue  49,920,350  shares of preferred stock and such preferred stock could
have voting or conversion  rights which could adversely  affect the voting power
of the holders of common  stock.  Furthermore,  our charter  provides  for three
classes of directors with staggered terms of office.  In addition,  the Delaware
General  Corporation Law contains  provisions that may have the effect of making
it more difficult or delaying attempts by other to obtain control of us.

We may be unable to  maintain  the  listing  for our common  stock on the NASDAQ
National Market System
--------------------------------------------------------------------------------

         Currently,  our common  stock is traded on the NASDAQ  National  Market
System.  If we fail to maintain this listing for our common stock,  and there is
no other  exclusion  from the definition of "penny stock" under the Exchange Act
available,  then any broker engaging in a transaction in our securities would be
required  to  provide  any  customer  with  a  risk  disclosure  document,   the
compensation  of  the  broker/dealer  in the  transaction  and  monthly  account
statements  showing the market  values of our  securities  held in the customers
accounts.  The bid and offer  quotations and  compensation  information  must be
provided  prior  to  effecting  the  transaction  and must be  contained  on the
customer's confirmation.  If brokers become subject to these "penny stock" rules
when engaging in transactions in our securities,  they would become less willing
to  engage  in  such   transactions,   thereby  making  it  more  difficult  for
shareholders to dispose of their shares of common stock.



                                       11
<PAGE>

Our success in adjustable  foot pedal  systems is dependent  upon our ability to
protect our patents and operate without infringing upon the patents of others
--------------------------------------------------------------------------------

         The primary assets of ProActive  Pedals are patents for adjustable foot
pedal systems.  Our ability to successfully compete in the market for adjustable
automobile  foot pedals is dependent upon our ability to protect our proprietary
patented  technology and operate  without  infringing upon the rights of others.
There are in  existence  other  patents  for  adjustable  automobile  foot pedal
systems issued to other patent holders. We cannot assure you that the holders of
the  competing  patents  would  not claim  that the  ProActive  Pedals'  patents
infringe  on  their  patents.  If  we  are  found  to  be  infringing  upon  the
intellectual  property rights of third parties, the party claiming  infringement
could  commence  litigation  against  us and may obtain an  injunction  or other
equitable  relief  which could  effectively  block the  distribution  or sale of
allegedly infringing products. Under those circumstances, we could seek licenses
from such third  parties,  but there can be no assurance  that any such licenses
could be obtained, or if obtained, would be on terms acceptable to us.

We are dependent on the sale of one product
-------------------------------------------

         We rely on the sales of electronic throttle control system products for
approximately  63%  of  our  sales  from  continuing  operations.  Any  material
reduction of sales due to increased  competition,  new competitors  entering the
market,  new technologies,  economic  downturns or other factors could adversely
affect our operating results. We use a contact position sensor in the electronic
throttle control systems.  There are alternative  sensor  technologies which are
more expensive.  If customers switch to an alternative sensor technology that we
could not provide, our sales and operating earnings could be affected materially
and adversely.  Our  electronic  throttle  control  products are used on highway
vehicles.  Any large-scale product failure could materially adversely affect our
reputation, future sales and operating profits.

Fluctuations  in local  economies  and general  wages could affect our non-union
labor costs and decrease profitability
--------------------------------------------------------------------------------

         As of June 30, 1999, we employ  approximately 508 employees,  including
139 union employees. Our non-union employees are engaged in sales and marketing,
accounting and administration,  product research and development, production and
quality  control.  The union  employees  are  engaged in  manufacturing  vehicle
components  in  our  Portland,  Oregon  facility  and  are  represented  by  the
International  Union, United Automobile Workers of America and Amalgamated Local
492. We have a collective  bargaining  agreement with the unions that expires in
September 2002. Our management believes that our relationship with our employees
and the unions are good. We could experience changes in non-union labor costs as
a result of changes in local economies and general wage increases.

Year 2000  software  failures  may  adversely  affect  our  business,  financial
condition and results of operations
--------------------------------------------------------------------------------

         We recognize  the need to ensure our  operations  will not be adversely
impacted by Year 2000  software  failures.  Software  failures due to processing
errors  potentially  arising  from  calculations  using the Year 2000 date are a
known risk.  We rely on computer  systems and software to operate our  business,
including applications used in sales, purchasing,  inventory management, finance
and various administrative functions.

         We implemented a process which included: inventory of all systems which
may have a Year 2000  liability,  assessment of the level of  criticality of the
systems to the enterprise and our relationships  with our trading  partners,  as
well as  remediation of those systems found to be not Year 2000  compliant.  All
hardware,  software,  services and business  relationships with trading partners
which  could be  affected  by Year 2000  issues are being  audited for Year 2000
compliance.



                                       12
<PAGE>

         As of October 31, 1999, we believe all of our mission  critical systems
which may have a material  Year 2000  liability  are Year 2000  compliant.  This
includes  installation and implementation of new financial software that is Year
2000  compliant  for the  purpose of  improving  operations  and  service to our
existing   and   prospective   customers.   We  believe  all  mission   critical
manufacturing  and other  operational  systems  and  equipment  which may have a
material  Year 2000  liability  are Year 2000  compliant.  This has included the
upgrade and replacement of these systems as required for Year 2000 compliance.

         Year  2000  remediation  and  compliance  activities  are  ongoing  for
non-mission critical systems.

         We acquire a majority of our inventory from  approximately  22 vendors.
If these vendors have  unresolved Year 2000 issues which affect their ability to
supply merchandise, we could be adversely affected. We have conducted an initial
assessment of vendors  whose  potential  Year 2000  liability  could  materially
affect operations.  Based on this assessment, we believe that our operations are
not materially at risk from a Year 2000 liability posed by our vendors.





                                 USE OF PROCEEDS

         All of the Common Stock covered by this prospectus is being sold by the
selling shareholders. We will not receive any of the proceeds from those sales.

         It is not likely that any outstanding warrants will be exercised unless
the market price of the Common Stock  increases  significantly.  If the warrants
are exercised at their current  prices,  which is unlikely at this time, we will
receive  net  proceeds  from such  exercise  of  approximately  $1,743,321.  The
proceeds  from the  exercise of the  warrants  may be used for  working  capital
purposes.


                                       13
<PAGE>


                              SELLING SHAREHOLDERS

         The table below shows certain  information  about the shares covered by
this  prospectus  and other  shares of Common  Stock  beneficially  owned by the
selling  shareholders on the date of this prospectus.  Our registration of these
shares does not necessarily  mean that any selling  shareholder will sell all or
any of its shares of Common Stock. This table assumes that all shares covered by
this prospectus will be sold by the selling  shareholders and that no additional
shares of common  stock are bought or sold by any selling  shareholder.  None of
the selling  shareholders is the beneficial  owner of one percent or more of the
outstanding shares of common stock (including the shares offered hereby).

<TABLE>
<CAPTION>
<S>                         <C>            <C>                <C>                  <C>             <C>
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
                                                                Total Number of      Number of      Percentage of
                                                Shares              Shares          Shares to be     Shares to be
                                              Underlying        Offered by this      Held After       Held After
Selling Shareholder            Shares          Warrants           Prospectus          Offering         Offering
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Dolphin Offshore Partners         727,273            254,546              981,819        0                0%
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
EBS Microcap Partners              36,364             12,727               49,091        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Eubel Brady Suttman Asset          36,364             12,727               49,091        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Keith M. Ganzer                     5,200              1,820                7,020        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Microcap Partners                  46,000             16,100               62,100        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Phronesis Partners                 91,500             32,025              123,525        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Craig and Mary Jo Sanford          36,364             12,727               49,091        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Michael N. Taglich                 36,764             36,380               73,144        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Robert F. Taglich                  41,764             38,130               79,894        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Wechsler & Co., Inc.              240,000             84,000              324,000        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Richard C. Oh                       1,500              1,525                3,025        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Vincent Palmieri                    1,500              1,525                3,025        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Laura Conroy                        2,613              7,623               10,236        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Robert Schroeder                    2,370                830                3,200        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Douglas E. Hailey                  25,573             40,301               65,874        0                0
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
Total                           1,331,149            552,986            1,884,135
--------------------------- -------------- ------------------ -------------------- --------------- -----------------
</TABLE>



                                       14
<PAGE>

                              PLAN OF DISTRIBUTION

         We are  registering the Common Stock covered by this prospectus for the
selling shareholders.  These shares may be sold or distributed from time to time
by the selling  shareholders,  by their donees and transferees or by their other
successors in interest. Such sales may be made in the over-the-counter market or
in negotiated  transactions.  Sales of shares in the over-the-counter market may
be by means of one or more of the following transactions:

         *        in a block trade in which a broker or dealer  will  attempt to
                  sell the shares as agent but may position and resell a portion
                  of the block as principal to facilitate the transaction;
         *        in  transactions  in  which brokers,  dealers  or underwriters
                  purchase  the  shares  as  principal and resell the shares for
                  their own accounts pursuant to this prospectus; and
         *        in ordinary brokers' transactions  and  transactions  in which
                  the broker solicits purchasers.

         The selling  shareholders also may sell these shares in accordance with
Rule 144 under the Securities Act.

         We have agreed to pay the fees and expenses of  registering  the Common
Stock,  including the reasonable fees and  disbursements  of persons retained by
us;  however,  we will not pay the  commissions  and discounts of  underwriters,
dealers or agents.

         Except as set forth  above,  the selling  shareholders  have advised us
that they have made no arrangements or agreements with any underwriters, brokers
or dealers  regarding the resale of the Common Stock prior to the effective date
of this  prospectus.  The  selling  shareholders  may pay  commissions  or allow
discounts  to any brokers or dealers  participating  in the resale of the Common
Stock,  which  commissions  or  discounts  may be less  than or in excess of the
customary rates of such brokers or dealers for similar transactions.  The Common
Stock  will  be sold  at  market  prices  prevailing  at the  time of sale or at
negotiated prices which will be not less than prevailing market prices.

         The participating selling shareholders in sales of the Common Stock and
any underwriters, brokers or dealers engaged by them may be deemed underwriters,
and any  profits  on  sales  of the  Common  Stock  by them  and any  discounts,
commissions or concessions  received by any selling  shareholder or underwriter,
broker or dealer may be deemed to be underwriting discounts or commissions under
the Securities Act.

         If the selling shareholder  notifies us that a material arrangement has
been  entered  into with an  underwriter,  broker or dealer  for the sale of the
Common Stock through a secondary  distribution  or a purchase by an underwriter,
broker  or  dealer,  a  supplemented  prospectus  will be  filed,  if  required,
disclosing such of the following information as we believe is appropriate:

         *        the  name  of  each  such  selling   shareholder   and  of the
                  participating underwriter, broker or dealer;
         *        the number of Common Stock involved;
         *        the price at which such Common Stock was sold;
         *        the commissions paid or  discounts or  concessions  allowed to
                  such underwriter, broker or dealer; and
         *        other facts material to the transaction.

         We have agreed to indemnify the selling  shareholders  against  certain
liabilities  relating to resale of the Common Stock under the  Securities Act of
1933. These agreements  provide for rights of contribution if indemnification is
not available.

         We are unable to predict  the effect  which  sales of the Common  Stock
offered hereby might have upon our ability to raise further capital.


                                       15
<PAGE>

         In order to comply with certain states' securities laws, if applicable,
the  Common  Stock  will be sold in these  states  only  through  registered  or
licensed brokers or dealers.  In addition,  in certain states,  the Common Stock
may not be sold unless they have been  registered  or qualified for sale in such
states or an exemption  from  registration  or  qualification  is available  and
complied with.



                                  LEGAL MATTERS

         Friedlob Sanderson Raskin Paulson & Tourtillott, LLC, Denver, Colorado,
will pass on the validity of the Common Stock offered by this prospectus.



                                     EXPERTS

     The financial statements  and schedule  as of September  30, 1997,  and for
each of the years in the two year period then ended, included in our 1998 Annual
Report on Form 10-K have been audited by Horwath  Gelfond  Hochstadt  Pangburn &
Co., Denver, Colorado, independent certified public accountants, as indicated in
their report on such financial statements.  We have incorporated these financial
statements  by  reference  in this  prospectus  and in the related  registration
statement in reliance  upon the authority of such firm as experts in giving such
reports.

     The financial  statements and schedules  incorporated  by reference in this
prospectus and elsewhere in the  registration  statement,  to the extent and for
the periods indicated in their reports have been audited by Arthur Andersen LLP,
independent  public  accountants,  and are included  herein in reliance upon the
authority of said firm as experts in giving said reports.


                                       16
<PAGE>

                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.   Other Expenses of Issuance and Distribution.

         The following  table sets forth the costs and expenses,  other than any
underwriting  discounts and commissions,  payable in connection with the sale of
the Common  Stock being  registered.  All amounts are  estimates  except the SEC
registration fee.

SEC Registration and filing fee                                          $ 1,318
NASD listing fee                                                           9,000
Printing fees                                                                500
Accounting fees and expenses                                               5,000
Legal fees and expenses                                                    5,000
Transfer and Warrant Agent fees                                            4,000
Miscellaneous                                                                182
                                                                         -------
Total                                                                    $25,000
                                                                         =======

Item 15.   Indemnification of Directors and Officers.

         Section  145 of the  Delaware  General  Corporation  Law  allows  us to
indemnify any person against  expenses  including  attorneys'  fees,  judgments,
fines and amounts  paid in  settlement,  actually and  reasonably  incurred in a
proceeding  (including  any civil,  criminal,  administrative  or  investigative
proceeding)  to which the person was a party by reason of the fact that he is or
was a director,  officer, employee or agent of Williams Controls. Such indemnity
may be provided if the indemnified  person acted in a good faith manner which he
reasonably  believed to be in or not opposed to the best  interests  of Williams
Controls and, with respect to any criminal  proceeding,  had no reasonable cause
to  believe  that  his  conduct  was  unlawful.   Unless  ordered  by  a  court,
indemnification   generally  may  only  be  awarded  after  a  determination  of
independent  members  of the  Board of  Directors  or a  committee  thereof,  by
independent  legal counsel or by vote of the  shareholders  that the  applicable
standard of conduct was met by person seeking  indemnification.  To the extent a
director,  officer,  employee  or agent is wholly  successful  on the  merits or
otherwise in defense of any  proceeding to which he was a party,  he is entitled
to receive  indemnification against expenses including attorneys' fees, actually
and reasonably  incurred in connection with the proceeding.  Delaware law allows
us to advance payments of indemnifiable  expenses prior to final  disposition of
the  proceeding  in question.  Such  advances of expenses  are  permitted if the
person  furnishes us with a written  agreement  to repay such  advances if it is
determined that he is not entitled to be indemnified by Williams Controls.

         A similar  standard of care applies to derivative  actions by or in the
right of Williams  Controls,  except that  indemnification  is limited solely to
expenses  including   attorneys'  fees  actually  and  reasonably   incurred  in
connection with the defense. In such actions,  the person to be indemnified must
have  acted in good  faith,  in a manner  he  believed  to have been in our best
interest and must not have been adjudged liable to Williams  Controls unless and
only to the extent  that the Court of Chancery or the court in which such action
or  suit  was  brought  shall  determine  upon  application  that,  despite  the
adjudication of liability,  in view of all the  circumstances  of the case, such
person is fairly and reasonably entitled to indemnity for such expense which the
Court of  Chancery or such other court  shall deem  proper.  Indemnification  is
otherwise  prohibited in derivative suits in which a director is adjudged liable
to Williams  Controls,  or in connection with any proceeding  charging  improper
personal  benefit to the director in which the  director is adjudged  liable for
receipt of an improper personal benefit.


                                       17
<PAGE>

         Statutory  provisions do not exclude other rights under our Certificate
of  Incorporation,  Bylaws,  resolutions of our  stockholders  or  disinterested
directors, or otherwise.  These indemnification provisions continue for a person
who has ceased to be a director, officer, employee or agent of Williams Controls
and inure to the  benefit of the heirs,  executors  and  administrators  of such
persons.  Delaware  law allows us to purchase and  maintain  insurance  policies
which  protect any  director,  officer,  employee or agent against any liability
asserted  against or incurred by him in such capacity  arising out of his status
as such. Such policies may provide for  indemnification  whether or not we would
otherwise  have the  power to  provide  for it.  We have not  obtained  policies
providing protection against liabilities imposed under the securities laws.

         Article  VIII of our  Bylaws  provides  that  we  shall  indemnify  our
directors, officers, employees and agents to the fullest extent permitted by the
Delaware General  Corporation  Law. In addition,  we has entered into agreements
with our  directors  indemnifying  them to the fullest  extent  permitted by the
Delaware General Corporation Law.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be  permitted  to  directors,  officers  or persons  controlling
Williams  Controls pursuant to the foregoing  provisions,  we have been informed
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is  against  public  policy  as  expressed  in the  Act  and is
therefore unenforceable.

         The  selling  shareholders  have  agreed to  indemnify,  to the  extent
permitted by law, Williams Controls, our directors, our officers and each person
who controls  Williams Controls within the meaning of the Securities Act against
any losses, claims, damages,  liabilities and expenses resulting from any untrue
or alleged untrue statement of material fact or any omission or alleged omission
of  a  material  fact  required  to  be  stated  in  a  registration  statement,
prospectus,  private placement memorandum or any amendment thereof or supplement
thereto  or  necessary  to  make  the  statements  therein  (in  the  case  of a
prospectus,  in the light of the  circumstances  under which they were made) not
misleading,  in each case to the extent,  but only to the extent,  that any such
loss,  liability,  claim,  damage or expense  arises out of or is based upon any
such  untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission  made  therein  in  reliance  upon  and  in  conformity   with  written
information  or affidavits  relating to such  investors or the  placement  agent
furnished to us for use therein.

Item 16.   Exhibits

Exhibit
Number    Description
-------   -----------
 5.1      Opinion by Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
23.1      Consent by Horwath Gelfond Hochstadt Pangburn & Co.
23.2      Consent by Arthur Andersen LLP
23.3      Consent by Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
          (see Exhibit 5.1)
24.1      Power of Attorney (included on page 20 of this registration statement)

Item 17.   Undertakings.

The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

             (i)   To include any prospectus required by section 10(a)(3) of the
         Securities Act of 1933;

             (ii)  To  reflect  in  the   prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20 percent change
         in the maximum  aggregate  offering price set forth in the "Calculation
         of Registration Fee" table in the effective registration statement;


                                       18
<PAGE>

             (iii)  To  include  any  material  information  with respect to the
         plan of  distribution  not  previously  disclosed in this  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement;

provided,  however,  that  paragraphs  (1)(i)  and  (1)(ii)  do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  registrant  pursuant  to Section 13 or Section  15(d) of the
Securities  Exchange  Act of 1934  that are  incorporated  by  reference  in the
registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3)  To  remove  from  registration,   by  means  of  a  post-effective
amendment,  any of the securities  being  registered  which remain unsold at the
termination of the offering.

         (4) For purposes of determining  any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that  time  shall be  deemed to the  initial  bona fide  offering
thereof.

         (5)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Securities  Act of 1933 and is,  therefore,  unenforceable.  In the event
that a claim  for  indemnification  against  such  liabilities  (other  than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling  person of the registrant in the  successful  defense of any action,
suit of proceeding) is asserted by such director,  officer or controlling person
in connection with the securities being registered,  the registrant will, unless
in the  opinion  of its  counsel  the matter  has been  settled  by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.



                                       19
<PAGE>


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of West Bloomfield,  State of Michigan,  on November 5,
1999.

                             WILLIAMS CONTROLS, INC.

                             By /s/ Thomas W. Itin
                                ------------------
                                Thomas W. Itin,
                                President, Chairman and Chief Executive Officer


         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below constitutes and appoints Thomas W. Itin, his attorney-in-fact, for
him in any and all  capacities,  to sign  any  amendments  to this  registration
statement, and any related registration statement filed pursuant to Rule 462(b),
and to file the sale, with exhibits  thereto,  and other documents in connection
therewith,  with the Securities and Exchange  Commission,  hereby  ratifying and
confirming all that said attorney-in-fact, or his substitute, may do or cause to
be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated:

Signature                     Title                             Date
---------                     -----                             ----

/s/ Thomas W. Itin            Principal Executive Officer       November 5, 1999
------------------            and Director
Thomas W. Itin

/s/ Gerard A. Herlihy         Chief Financial Officer and       November 5, 1999
---------------------         Chief Administrative Officer
Gerard A. Herlihy

/s/ Kim L. Childs             Principal Accounting Officer      November 5, 1999
-----------------             and Controller
Kim L. Childs

/s/ H. Samuel Greenawalt      Director                          November 5, 1999
------------------------
H. Samuel Greenawalt

/s/ Timothy S. Itin           Director                          November 5, 1999
-------------------
Timothy S. Itin


                                       20
<PAGE>


                                INDEX TO EXHIBITS

Number           Title
------           -----
 5.1             Opinion by Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
23.1             Consent by Horwath Gelfond Hochstadt Pangburn & Co.
23.2             Consent by Arthur Andersen LLP
23.3             Consent by Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                 (see Exhibit 5.1)
24.1             Power  of  Attorney
                 (included on page 20 of this registration statement)