As filed with  the  Securities  and  Exchange Commission  on  July 17, 1998
 
                                                      Registration No. 333-59397

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


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

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

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

              Delaware                                       3714
 ---------------------------------                ----------------------------
   (State or other jurisdiction                   (Primary Standard Industrial
 of incorporation or organization)                 Classification Code Number)

                                                       14100 SW 72nd Avenue
                                                     Portland, Oregon  97224
           (303) 790-2990                                 (503) 684-8600      
         -------------------                     -------------------------------
          (I.R.S. Employer                        (Address, including zip code,
         Identification No.)                     and telephone number, including
                                                    area code, of Registrant's
                                                   principal executive offices)


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

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

          Copies of communication, including all communication sent to
                    the agent for service, should be sent to:

                               Gerald Raskin, Esq.
                                Seth Weiss, Esq.
              Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                         Telephone Number (303) 571-1400

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

          Approximate date of commencement of proposed sale to public:
                               September ___, 1998

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, 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>

                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
<S>                                      <C>              <C>                     <C>                             <C>
                         
                                                                                                                         

Title of each class                                        Proposed maximum        Proposed maximum
of securities to be                       Amount to be      offering price             aggregate                   Amount of
registered                                 registered          per share            offering price             registration fee
-------------------------------------------------------------------------------------------------------------------------------

Common Stock, $.01 par value                6,567,793            $2.78 (2)           $18,258,465                    $5,532     
     
Common Stock underlying                     2,909,091            $2.75                $8,000,000                    $2,424     
Series A 7 1/2 % Convertible
Redeemable Preferred Stock (1)

Common Stock underlying                       203,637            $3.30                  $672,002                      $204     
Placement Agent's Warrants (1)

Common Stock underlying
Other Options and Options                   1,200,000              (3)                $2,600,065                      $788     

Total                                      10,880,521            _____               $29,530,532                    $8,948     
__________________

</TABLE>


(1)  Plus indeterminable  number of shares of Common Stock as may be issuable by
     reason of the anti-dilution  provision for such convertible preferred stock
     or Placement Agent's Warrants.

   
(2)  In  accordance  with  457(c),  the  fee has  been  calculated  as  follows:
     6,567,793 shares at $2.78 per share.
    

(3)  Represents  shares  underlying:  (i) 150,000  options  each to purchase one
     share of Common  Stock for $.41;  (ii) 50,000  options each to purchase one
     share of Common Stock for $2.44;  (iii) 25,000 options each to purchase one
     share of Common Stock for $2.50;  (iv) 25,000  options each to purchase one
     share of Common Stock for $3.625;  (v) 50,000  options each to purchase one
     share of Common Stock for $2.625; (vi) 330,000 options each to purchase one
     share of Common Stock for $2.44;  (vii) 30,000 options each to purchase one
     share of Common Stock for $2.656;  (viii)  30,000  options each to purchase
     one share of Common Stock for $3.00;  (ix) 30,000  options each to purchase
     one share of Common  Stock for $3.66;  (x) 30,000  options each to purchase
     one share of Common  Stock for $2.937;  and (xi)  450,000  options  each to
     purchase one share of Common Stock for $2.132. 

     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.


                                       2
<PAGE>
       SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED JULY 17, 1998


                                   PROSPECTUS
                                   ----------

                             WILLIAMS CONTROLS, INC.

   
10,880,521  SHARES  OF  COMMON  STOCK  INCLUDING   2,909,091  SHARES  UNDERLYING
CONVERTIBLE  PREFERRED  STOCK  AND  1,403,637  SHARES  UNDERLYING  COMMON  STOCK
PURCHASE WARRANTS.

     This  Prospectus  relates to the offer and sale of  10,880,521  shares (the
"Shares")  of common  stock,  $.01 par value (the  "Common  Stock") of  Williams
Controls, Inc., a Delaware corporation (the "Company"), being offered by certain
selling  security holders  (the "Selling  Securityholders"). The Shares  include
2,909,091  shares  issuable upon the  conversion  of the  Company's  outstanding
shares  of  Series  A  7  1/2%  Convertible   Redeemable  Preferred  Stock  (the
"Convertible  Preferred  Stock") and 1,403,637  shares of Common Stock  issuable
upon the  exercise of certain  outstanding  common stock  purchase  warrants and
options (collectively, the "Warrants"). The Shares are being registered pursuant
to registration rights previously granted to the Selling  Securityholders.  None
of the shares of Convertible Preferred Stock or Warrants are being registered.

     The 6,567,793  Shares that are not  underlying  the Warrants or Convertible
Preferred  Stock were issued  pursuant to the exercise of  outstanding  options,
warrants  or stock  acquisition  rights,  or were  issued to various  persons in
private placements of the Company's securities.
    

     The Convertible Preferred Stock is comprised of 80,000 shares of Series A 7
1/2% Convertible  Redeemable Preferred Stock, each share of which is convertible
into shares of the Company's  Common Stock at the  conversion  rate of $2.75 per
share,   subject  to  certain  adjustments  (the  "Conversion  Price"),  and  is
redeemable  by the Company at any time prior to  conversion  for $100 per share,
plus  accrued and unpaid  dividends  to the date of  redemption.  If not earlier
redeemed,  the Company may force a conversion of the Convertible Preferred Stock
if: (i) the Common Stock issuable upon  conversion is the subject of a currently
effective registration statement;  and (ii) the average closing bid price of the
Common  Stock as  listed  on the  National  Association  of  Securities  Dealers
Automated  Quotation  System,  the New York Stock  Exchange,  the American Stock
Exchange or wherever the Company's Common Stock then trades, is at least 150% of
the  Conversion  Price for 20 trading days within a 30  consecutive  trading day
period ending no more than ten days prior to the date set forth for conversion.

     The Warrants are comprised of: (i) 203,637 Placement Agent's Warrants, each
entitling the holder to purchase one share of Common Stock for $3.30, subject to
certain  adjustments,  exercisable  until April 20, 2003; (ii) 150,000  Acrodyne
Options,  each  entitling  the holder to purchase  one share of Common Stock for
$.41,  exercisable until November 10, 1999; (iii) 50,000 Enercorp Options,  each
entitling  the  holder  to  purchase  one  share  of  Common  Stock  for  $2.44,
exercisable until March 12, 2003; (iv) 25,000 Enercorp  Options,  each entitling
the holder to purchase  one share of Common Stock for $2.50,  exercisable  until
August 4, 1999;  (v)  25,000  Enercorp  Options,  each  entitling  the holder to
purchase  one share of Common Stock for $3.625,  exercisable  until May 3, 2000;
(vi) 50,000 Enercorp Options, each entitling the holder to purchase one share of
Common Stock for $2.625,  exercisable  until  September 13, 1999;  (vii) 330,000
options  each to purchase  one share of Common  Stock for $2.44;  (viii)  30,000
options  each to  purchase  one share of Common  Stock for  $2.656;  (ix) 30,000
options each to purchase one share of Common Stock for $3.00; (x) 30,000 options
each to purchase one share of Common Stock for $3.66;  (xi) 30,000  options each
to purchase one share of Common Stock for $2.937; and (xii) 450,000 options each
to purchase one share of Common Stock for $2.132.


                                       3
<PAGE>

     This  Prospectus  may be used by the  Selling  Securityholders  to sell the
Share and for the resale of the Shares  received  upon exercise of the Warrants.
The Company will not receive any of the proceeds  from the sale of the Shares by
the Selling Securityholders. The Company will, however, receive the net proceeds
from any exercise of the Warrants,  as described  under "Use of  Proceeds."  See
"Selling Securityholders."


                                THE DISTRIBUTION
                                ----------------

     The  distribution  of the  Shares  by the  Selling  Securityholders  may be
effected from time to time in one or more transactions  (which may involve block
transactions)  on the NASDAQ  National  market or on any other exchange on which
the Common Stock may be traded, may be effected from time to time in one or more
transactions   in   the   over-the-counter   market,   in   privately-negotiated
transactions,  or a combination of such methods of sale. Such sales will be made
at the market prices  prevailing at the time of sale, at prices relating to such
prevailing market prices or at negotiated  prices.  The Selling  Securityholders
may effect such transactions by selling the Shares to or through  broker/dealers
who may receive compensation in the form of underwriting discounts,  concessions
or commissions from the Selling  Securityholders  or the purchases of the Shares
for whom the broker/dealer  acts as agent. Such compensation may be less than or
in  excess  of  customary  commissions.  The  Selling  Securityholders  and  any
brokers/dealers  who participate in the distribution of the Shares may be deemed
to be underwriters,  and any compensation received by them, including any profit
on their resale of such Shares,  may be deemed to be  underwriting  discount and
commissions under the Securities Act of 1933, as amended (the "Securities Act").
Certain of the Selling Securityholders are market makers in the Common Stock.

     The Common Stock is listed on the NASDAQ National Market. On July 14, 1998,
the closing  price of the Common Stock on the NASDAQ  National  Market was $2.78
per share.

     Pursuant to agreements between the Company and the Selling Securityholders,
the  Company has agreed to pay the  expenses  incurred  in  connection  with the
registration  of  the  Shares  and  the  Company  and  certain  of  the  Selling
Securityholders have agreed to indemnify each other against certain liabilities,
including liabilities under the Securities Act.

                               ___________________

SEE "RISK  FACTORS"  COMMENCING ON PAGE 10 FOR A DISCUSSION  OF CERTAIN  FACTORS
THAT SHOULD BE CONSIDERED  IN CONNECTION  WITH AN INVESTMENT IN THE COMMON STOCK
OFFERED HEREBY.
                               __________________

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES  COMMISSIONER NOR HAS THE COMMISSION
OR ANY STATE SECURITIES  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
                               __________________

                  The date of this Prospectus is July ___, 1998


                                       4
<PAGE>

                              AVAILABLE INFORMATION

     The Company is subject to the information and reporting requirements of the
Securities  Exchange  Act of  1934,  as  amended  (the  "Exchange  Act")  and in
accordance therewith files reports,  proxy statements and other information with
the Securities and Exchange Commission (the "Commission").  Such reports,  proxy
statements  and other  information  may be  inspected  and  copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W., Room
1024,  Washington D.C. 20549; at the  Commission's  New York Regional  Office, 7
World Trade  Center,  Suite 1300,  New York, NY 10048;  and at the  Commission's
Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago,  Illinois
60621. Copies of such material can be obtained from the Public Reference Section
of the  Commission  at  450  Fifth  Street  N.W.,  Washington,  D.C.  20549,  at
prescribed rates. In addition,  the Company files its reports,  proxy statements
and certain other  information  with the Commission  electronically  through the
EDGAR  System.  Information  filed  via EDGAR  may be  obtained  at the Web site
maintained by the Commission at http://www.sec.gov.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The Company  hereby  incorporates  by reference  into this  Prospectus  the
following documents filed with the Commission:

     1.   The Company's  Annual Report on Form 10-K for the year ended September
          30, 1997.

     2.   The Company's  Quarterly  Report for the fiscal quarter ended December
          31, 1997.

     3.   The Company's  Quarterly Report for the fiscal quarter ended March 31,
          1998.
   
     4.   The Company's  Quarterly  Report for the fiscal quarter ended June 30,
          1998.

     5.   The  Company's  Current  Report on Form 8-K filed on paper on April 1,
          1998 and on Edgar on April 2, 1998.

     6.   The Company's Current Report on Form 8-K filed on June 30, 1998.

     7.   The Company's Current Report on Form 8-K filed July 15, 1998.

     8.   The Company's Current Report on Form 8-K filed July 29, 1998.

     9.   The  Company's   Proxy  Statement  for  the  1998  Annual  Meeting  of
          Stockholders held on March 27, 1998.

     10.  The  description  of  the  Company's   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.
    

     All documents filed by the Company  pursuant to Sections 13(a),  13(c), 14,
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior
to the  termination of the offering made hereby shall be deemed  incorporated by
reference in this Prospectus to and be a part hereof from the date of the filing
of such documents.  See "Additional  Information." Any statement  contained in a



                                       5
<PAGE>

document  incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or  superseded  for  purposes  of this  Prospectus  to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such  statement.  Any statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Prospectus.

     The  Company  will  provide  without  charge  to each  person  to whom this
Prospectus is delivered,  upon request of any such person,  a copy of any or all
of the foregoing documents incorporated herein by reference (other than exhibits
to such  documents  not  specifically  incorporated  by  reference).  Written or
telephone  requests for such documents should be directed to the Chief Financial
Officer of the Company at 14100 SW 72nd  Avenue,  Portland,  Oregon  97224 (503)
684-8600.


                               PROSPECTUS SUMMARY
                               ------------------

     THE FOLLOWING IS A SUMMARY OF CERTAIN  INFORMATION  CONTAINED  ELSEWHERE IN
THIS  PROSPECTUS.  THIS SUMMARY IS  NECESSARILY  INCOMPLETE AND SELECTIVE AND IS
QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED  INFORMATION  CONTAINED ELSEWHERE
IN THIS PROSPECTUS, INCLUDING THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN.

     Certain statements contained in this summary,  elsewhere in this Prospectus
and   in  the   documents   incorporated   by   reference   herein,   constitute
"forward-looking statements" within the meaning of Section 27A of the Securities
Act,  as  amended,  and Section  21E of the  Exchange  Act,  as  amended.  These
forward-looking   statements  can  be  identified  by  the  use  of  predictive,
future-tense or forward-looking terminology,  such as "believes," "anticipates,"
"expects,"   "estimates,"  "may,"  "will"  or  similar  terms.   Forward-looking
statements  also  include  projections  of  financial  performance,   statements
regarding  management's  plans and  objectives  and  statements  concerning  any
assumption  relating to the foregoing.  Certain  important factors regarding the
Company's  business,  operations  and  competitive  environment  which may cause
actual  results to vary  materially  from these  forward-looking  statements are
discussed below under the caption "Risk Factors."


                                       6
<PAGE>

THE COMPANY

     Williams  Controls,  Inc., is a Delaware  corporation  formed in 1988.  The
Company's vehicle component segment,  its primary business segment,  was founded
by Norman C. Williams in 1939 and acquired by the Company in 1988. The Company's
operating subsidiaries are divided into the following three industry segments:

     --VEHICLE COMPONENTS.  The Company's transportation component product lines
include  electronic  throttle  control  systems  ("ETC"),   exhaust  brakes  and
pneumatic and hydraulic controls.  These products are used in applications which
include trucks, utility and off-highway equipment, transit buses and underground
mining machines. Markets for the Company's ETC are developing in smaller classes
of  trucks  and  diesel-powered   pick-up  trucks.  The  Company  believes  that
gasoline-powered  automobiles  and pick-up  trucks may convert to ETC,  although
such conversion  requires engine redesign by the automotive  manufacturers which
is presently ongoing. The Company estimates that it has over 65% market share of
ETC for Class 7 and 8 trucks.  The majority of these  products are sold directly
to original  equipment  manufacturers  such as  Freightliner,  Navistar,  Volvo,
Isuzu,  MotorCoach Industries and Blue Bird Corporation.  The Company also sells
these products through a well-established network of independent distributors.

     --Electrical  Components  and GPS. The 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. The Global Positioning System ("GPS") product line includes commuter
railroad train tracking and agricultural  cyber-farming using global positioning
and geographic  information systems.  Major customers include Tri-Rail,  Florida
Department of Transportation and Via Tropical Fruit.

     --AGRICULTURAL  EQUIPMENT. The 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.

     Set forth below is a list of the Company's operating  subsidiaries,  all of
which are 100% owned, except as otherwise noted, and a brief description of each
operating subsidiary's business:

VEHICLE COMPONENTS:

     WILLIAMS CONTROLS  INDUSTRIES,  INC.  manufactures  vehicle components sold
primarily in the transportation industry.

     PREMIER PLASTIC TECHNOLOGIES,  INC. manufactures plastic components for the
automotive industry and manufactures  prototype and production molds using rapid
prototyping processes.

     NESC  WILLIAMS,  INC.  installs  conversion  kits to allow  vehicles to use
compressed natural gas and provides natural gas well metering services.





                                       7
<PAGE>

     WILLIAMS  AUTOMOTIVE,  INC. was formed to market the Company's  products to
the automotive industry.


ELECTRONIC COMPONENTS and GPS:

     APTEK WILLIAMS,  INC. develops and produces sensors,  microcircuits,  cable
assemblies  and  other  electronic  products  for  the   telecommunications  and
transportation  industries,  and conducts research and development activities to
develop commercial  applications of sensor related products for the subsidiaries
of the Company.

     GEOFOCUS,  INC. develops train tracking and cyber-farming systems using GPS
and geographical information systems.

AGRICULTURAL EQUIPMENT:

     AGROTEC WILLIAMS, INC. manufactures spraying equipment for the professional
lawn care, nursery and pest control industries.

     HARDEE WILLIAMS,  INC. manufactures equipment used in farming,  highway and
park maintenance. This entity is 80% owned by the Company.

     WACCAMAW WHEEL  WILLIAMS,  INC.  manufactures  solid rubber tail wheels and
other rubber products, used on agricultural  equipment,  from recycled truck and
bus tires. This entity is 80% owned by the Company.

     TECHWOOD  WILLIAMS,  INC.  manufactured  and  distributed  commercial  wood
chippers used in landscaping and farming.  Techwood ceased  operations in fiscal
1997.

OTHER SUBSIDIARIES:

     WILLIAMS  TECHNOLOGIES,  INC.  supports all  subsidiaries of the Company by
establishing new technologies and developing  business  relationships to promote
"technology partnering."

     WILLIAMS WORLD TRADE,  INC. located in Kuala Lumpur,  Malaysia.  It manages
foreign sourcing for all subsidiaries of the Company, affiliates and third party
customers.



                                       8
<PAGE>

     MARKETING and DISTRIBUTION.  The Company sells its products to customers in
diversified industries worldwide;  however,  approximately 77% of its sales from
continuing operations are to customers in the vehicle component segment. For the
fiscal years ended September 30, 1997, 1996 and 1995, Freightliner accounted for
13%,  14% and  17%,  respectively,  of net  sales  from  continuing  operations.
Navistar  and  Volvo  each  accounted  for  11% of  net  sales  from  continuing
operations in 1997 and fiscal 1996 and 11% and 8%, respectively, in fiscal 1995.
Approximately 11%, 15% and 18% of net sales from continuing operations in fiscal
1997,  1996 and 1995,  respectively,  were to  customers  outside  of the United
States,  primarily in Canada,  and to a lesser extent,  in Europe and Australia.
The Company  performs  ongoing credit  evaluations  of its customers'  financial
condition  and  maintains   allowances  for  potential  credit  losses.   Actual
losses/allowances have been within management's expectations.

   
     GOVERNMENT REGULATION. The Company's vehicle component products must comply
with the National  Traffic and Motor Vehicle  Safety Act of 1966, as amended and
regulations  promulgated  thereunder  which  are  administered  by the  National
Highway Traffic Safety  Administration  ("NHTSA").  If, after an  investigation,
NHTSA finds that the Company is not in  compliance  with any of its standards or
regulations,  among  other  things,  it may  require  the  Company to recall its
products  which are found not to be in  compliance  and repair or  replace  such
products.  The Company believes it is currently in compliance with NHTSA.
 
     PRODUCT RESEARCH DEVELOPMENT.  The Company's operating facilities engage in
engineering,  research and development and quality control activities to improve
the performance,  reliability and  cost-effectiveness  of the Company's  product
lines. The Company's  engineering  staff works closely with its customers in the
design  and   development  of  new  products  and  adapting   products  for  new
applications.  During fiscal 1997, 1996 and 1995, the Company spent  $1,849,000,
$2,144,000  and  $1,445,000,  respectively,  on these  activities for continuing
operations.  The  Company  intends to  increase  its  research  and  development
expenditures  in fiscal 1998 to design ETC  products  compatible  with  gasoline
powered vehicles, develop commercial applications for inertia, tilt, Hall effect
and optical sensor products,  and further develop train tracking  products.  The
Company is in early  stages of  development  of these  programs  and  expects to
increase research and development spending by approximately $1 million in fiscal
1999. The majority of the  additional  expense will be spent on developing a low
cost foot pedal, which is in early stages of development.

     RAW  MATERIALS.  The Company  produces  its  products  from raw  materials,
including brass, aluminum,  steel, plastic, rubber and zinc, which currently are
widely  available at reasonable  terms.  The Company relies upon, and expects to
continue  to rely upon CTS  Corporation,  Robertshaw  and  Caterpillar,  Inc. as
single source suppliers for critical components and/or products.  Although these
suppliers  have been able to meet the  Company's  needs on a timely  basis,  and
appear to be willing to continue  being  suppliers to the  Company,  there is no
assurance that a disruption in a supplier's  business,  such as a strike,  would
not  disrupt  the supply of a  component.  Although  the  Company  has  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.
    


                                       9
<PAGE>

     PRODUCT  WARRANTY.  The Company  warrants  its 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.  The  Company has  established  a warranty  reserve  based upon its
estimate of the future cost of warranty and related  service costs.  The Company
regularly  monitors its warranty  reserve for adequacy in response to historical
experience and other factors.

   
     EMPLOYEES.  As of June 30,  1998,  the Company  employs  approximately  509
employees, including 138 union employees. The non-union employees of the Company
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 the Portland, Oregon facility
and are represented by the International  Union,  United  Automobile  Workers of
America and Amalgamated Local 492 (the "Union").  The Company and the Union have
a collective bargaining agreement that expires in September 2002, which provides
for wages and  benefits  (including  pension,  death,  disability,  health care,
unemployment,  vacation and other  benefits) and contains  provisions  governing
other terms of employment, such as seniority, grievances,  arbitration and union
recognition.  Management of the Company believes that its relationships with its
employees  and the union are good.  The  Company  could  experience  changes  in
non-union labor costs as a result of changes in local economies and general wage
increases.
    

     The  Company's  executive  offices  are  located  at 14100 SW 72nd  Avenue,
Portland, Oregon 97224. Its telephone number is (503) 684-8600.


The Offering
   

Common Stock Outstanding 
  Before the Offering................         18,181,088 shares (1)
Common Stock Offered by the
  Selling Securityholders............         10,880,521 shares (2)
Common Stock Outstanding after 
  exercise or Conversion of 
  Warrants and Convertible 
  Preferred Stock....................         22,493,816 shares (3)
Use of Proceeds......................         The net proceeds from the exercise
                                              of  the  Warrants,  if any, may be
                                              used  for  general working capital
                                              purposes.  See "Use of Proceeds."
NASDAQ National Market Symbol........         WMCO
    
________________

     (1) Does not include  Common Stock  reserved  for issuance as follows:  (i)
2,325,300 shares issuable upon exercise of currently  outstanding  options;  and
(ii) 874,700  shares  reserved for  additional  options to be granted  under the
Company's stock option plans.




                                        10
<PAGE>

     (2) Includes  2,909,091  shares  issuable upon  conversion  of  Convertible
Preferred Stock and 1,403,637 shares issuable upon exercise of Warrants.

     (3) The Company is not aware of any  arrangements  for the  exercise of the
Warrants and there is no assurance that all or any of the  outstanding  Warrants
will be exercised.


                                  RISK FACTORS

     PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY THE FOLLOWING RISK FACTORS,
AS WELL AS THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS,  BEFORE MAKING AN
INVESTMENT IN THE COMPANY.

   
    

     CHANGES IN  DIVERSIFICATION  STRATEGY.  For the  period  from  fiscal  1994
through  fiscal 1996, the Company  pursued an acquisition  strategy to diversify
its operations  during which the Company made several  acquisitions of companies
that were  involved in unrelated  businesses.  During  fiscal 1997,  the Company
discontinued  its  diversification  acquisition  strategy  in order to focus its
corporate  and  financial  resources  on  opportunities  emerging in the vehicle
components  and GPS  train  tracking  markets  and also for the  development  of
commercial  applications of sensor related  products.  No assurance can be given
that the Company will be able to capitalize on opportunities emerging in vehicle
components,  GPS train  tracking  markets  and/or the  development of commercial
applications of sensor related products,  or if the Company is successful in one
or more of its  endeavors,  that  such  endeavors  will  be  profitable  for the
Company.

   
    

   
     HIGHLY COMPETITIVE  MARKET. In general,  the Company's products are sold in
highly  competitive  markets to customers  who are  sophisticated  and demanding
concerning price, performance and quality. Products are sold in competition with
other independent  suppliers (some of which have substantial financial resources
and significant technological capabilities),  and many of these products are, or
could be,  produced  by the  manufacturers  to which  the  Company  sells  these
products. The Company's competitive position varies among its product lines.

In the vehicle  components  segment the Company is the dominant producer of ETCs
sold in the heavy truck ETC market.  The Company has only one primary competitor
in the diesel heavy truck market.  The Company also  manufactures  pneumatic and
air control  systems for the heavy truck market,  which is comprised of numerous
highly  fragmented  competitors.  The Company  believes the principal  method of
competition  for ETC in the trucking  industry is quality and  engineering added
value  and  reputation.  In  addition,  attainment  of the ISO  9001 and QS 9000
quality certifications is critical to qualifying as a supplier to the automotive
industry and certain  manufacturers  in the truck  industry.  The  Company's two
manufacturing  facilities in its vehicle  components segment have attained these
certifications.  In the automotive  market,  ETC are not yet a well  established
product line;  however,  the Company believes that there are approximately  five
major  competitors  currently  supplying  foot  pedals to the  major  automobile
manufacturers  and competing for the automotive ETC market.  These companies are
substantially  larger than the Company and have longstanding  relationships with
their  customers,  which could be a significant  barrier to the Company entering
into this market.



                                       11
<PAGE>

In the agricultural  equipment  segment,  the Company competes primarily against
four competitors,  three of which are substantially larger than the Company. The
principal methods of competition in this segment are price, delivery and payment
terms.  Competitors  in this  industry  currently  provide  seasonal  dating for
payment of  accounts  receivable,  in some  cases up to 180 days for  payment of
invoices.

The primary  revenues from the Company's  electronic  components and GPS segment
are  derived  from sales of thick  film  hybrids.  This  industry  has  numerous
competitors,  which  compete  primarily  on  engineering  capability  and price.
Although  a GPS  product  designed  for  freight  train  tracking  is  currently
available  on the  market,  the  Company  does not  believe  there are any major
competitors for its commuter train tracking product.

     ENTRANCE  INTO NEW MARKETS.  The Company plans to introduce its ETC product
into new markets  including  international  markets,  higher-volume  small truck
markets,  and gasoline  engine  automotive  markets.  Although the Company's ETC
product has been successful in the domestic heavy-duty truck market, there is no
assurance  that this product  will be accepted in these new markets.  Additional
penetration  of the Company  sales into the diesel ETC market will be  dependent
upon  conversion  of smaller  diesel  engines  to  electronic  engines  which is
controlled  by the engine  manufacturers  in the United  States.  Conversion  of
smaller  diesel  engines to ETC that are not yet electronic in Western Europe is
dependent upon compliance  with and tightening of air control  standards in this
region.

     INTRODUCTION  OF ETC  INTO  GASOLINE  ENGINES.  Introduction  of  ETC  into
gasoline engines will require modification or redesign of engine components that
will depend upon the timing of development by the automotive  manufacturers  and
their  original  equipment  manufacturers.  The Company has no control  over the
timing of the  introduction  of ETC into the automotive or  higher-volume  truck
markets.  The Company will be competing against much larger competitors in these
markets with financial resources much greater than those of the Company and with
existing long term supplier relationships with the automotive industry.

     GOVERNMENT  REGULATION.  Because  many of the  products  that  the  Company
manufactures  are integral in maintaining  the safety of the vehicles using them
while operating on highways, the products are subject to adherence to regulatory
standards  and close  scrutiny  from  agencies  of the Federal  government.  

The Company's vehicle  component  products must comply with the National Traffic
and Motor Vehicle Safety Act of 1966, as amended,  and  regulations  promulgated
thereunder  which  are  administered  by the  National  Highway  Traffic  Safety
Administration  ("NHTSA").  If,  after an  investigation,  NHTSA  finds that the
Company is not in  compliance  with any of its standards or  regulations,  among
other things,  it may require the Company to recall its products which are found
not to be in  compliance  and  repair or  replace  such  products.  The  Company
believes it is currently in compliance with NHTSA.



                                       12
<PAGE>

     FACTORS AFFECTING  PRODUCT DEMAND.  The Company's vehicle component segment
is  heavily  dependent  upon the  truck,  utility  vehicle  and heavy  equipment
manufacturing  industries.  The performance of such  industries,  and thus their
demand for component  parts,  tend to mirror  general  economic  trends.  During
periods of economic expansion, when industrial production is increasing,  demand
for diesel  engines  ordinarily  increases,  and during  recessionary  times the
diesel engine  industry is adversely  affected by declines in demand.  Recently,
the  Company has  experienced  an increase in sales of its ETC which it believes
is, in part, a result of an 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 the
Company's   sales  at  its  primary   manufacturing   facility.   The  Company's
agricultural  equipment  segment  is  dependent  upon  sales to  farmers  in the
Southeastern United States.  Sales to these customers are dependent greatly upon
farm income and could be affected by crop yields, weather,  government subsidies
for  farming  such as tobacco  subsidies,  and other  factors.  The  Company has
recently experienced a downturn in this market, primarily because of weather and
reduced government subsidies for tobacco.
    

     CONCENTRATION  OF SALES.  The Company  sells its  products to  customers in
diversified industries worldwide;  however,  approximately 77% of its sales from
continuing operations are to customers in the vehicle component segment. For the
fiscal years ended September 30, 1997, 1996 and 1995, Freightliner accounted for
13%, 14% and 17%, respectively, of net sales for continuing operations. Navistar
and Volvo each accounted for 11% of net sales from continuing operations in 1997
and fiscal 1996 and 11% and 8%, respectively, in fiscal 1995. 


   
     RISKS RELATED TO FOREIGN SALES. Approximately 11%, 15% and 18% of net sales
for continuing operations in fiscal 1997, 1996 and 1995,  respectively,  were to
customers  outside of the United  States,  primarily in Canada,  and to a lesser
extent,  in Europe  and  Australia.  The loss of one or more of its  significant
customers or a material  decline in sales to one or more of such customers could
have a material  adverse  effect on the Company.  The Company is  attempting  to
increase  foreign sales.  Based on the Company's  current level of foreign sales
and  expected  future  levels,  the  Company's  results  could be  significantly
affected by weak economic  conditions in countries in which it does  significant
business  and by changes in foreign  currency  exchange  rates  affecting  those
countries.  The Company's sales are currently  denominated in U.S.  currency and
does not have a foreign currency exchange risk.
    

   
On July 22, 1998 the U.S.  Securities and Exchange  Commission  published  Staff
Legal Bulletin No. 6 (CF/MR/IM) which requires  disclosure related to the impact
of the  conversion by the eleven member states of the European Union to a common
currency,  the "euro" on January 1, 1999.  The  Company is  addressing  the risk
associated  with this  conversion;  however,  it is  unaware at this time of any
potential material adverse effect associated with the conversion. The Company is
in the process of developing a plan to analyze the impact, if any, from the euro
conversion.
    


                                       13
<PAGE>

   
     RELIANCE ON SINGLE SOURCE  SUPPLIERS.  The Company relies upon, and expects
to continue to rely upon CTS Corporation,  Robertshaw and Caterpillar,  Inc., as
single source suppliers for critical components and/or products. There can be no
assurance that these  suppliers will be able to meet the Company's  future needs
on a timely basis, or be willing to continue to be a supplier to the Company, or
that a disruption in a supplier's business,  such as a strike, would not disrupt
the supply of a component  that could not easily be replaced as other  suppliers
of such products currently do not exist.
    

     POTENTIAL PRODUCT LIABILITY. Certain of the Company's products are integral
parts of braking  and  acceleration  systems  for heavy  equipment,  buses,  and
long-haul  trucks,  and failure of any part of the system may result in personal
injury to the operator or other persons in the area,  for which injured  parties
may attempt to hold the Company liable.

     PRODUCT  WARRANTY.  The  Company  provides a standard  limited  warranty on
certain of its  products.  The  Company  has  established  a reserve  for future
warranty claims based on its estimate of the future cost of warranty and related
service costs. The Company believes that these reserves are reasonable, based on
its experience with products and claims. However, there can be no assurance that
the amount of this reserve will be  sufficient to cover future  warranty  claims
against the Company.

     CONTROL BY  MANAGEMENT.  As of June 30,  1998,  Thomas W.  Itin,  Chairman,
President,  Chief  Executive  Officer and Treasurer of the Company  beneficially
owns  approximately  28.2% of the  Company's  Common  Stock.  Mr. Itin also owns
approximately  18.5%  of  Enercorp,  Inc.,  an  entity  that  beneficially  owns
approximately  an  additional  10.7% of the Company's  Common  Stock.  H. Samuel
Greenawalt,  a  director  of the  Company,  who  beneficially  owns  1.1% of the
Company's Common Stock, also owns approximately 2.4% of Enercorp,  Inc. Further,
all  executive  officers and  directors of the Company as a group (ten  persons)
beneficially own approximately 40.2% of the Company's Common Stock. As a result,
the  Company's  management,  and Mr.  Itin in  particular,  are in a position to
significantly  influence the direction and policies of the Company, the election
of the Board of  Directors  of the Company and the outcome of any other  matters
requiring shareholder approval.

     ENVIRONMENTAL.  The Company has identified certain contaminants in the soil
and groundwater at and around its Portland,  Oregon manufacturing facility which
the Company  believes may have been  disposed of on the property by the previous
property  owner.  The Company has  conducted  tests to  determine  the levels of
contaminants  and  the  lateral  and  vertical  extent  of  the   contamination.
Concentrations  of  trichloroethane  ("TCE")  have been  discovered  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.  The Company  believes that the  contamination is
not a reportable  condition under the current Oregon  statutes,  but there is no
assurance that the Oregon Department of Environmental  Quality ("DEQ") would not



                                       14
<PAGE>

take the position that the event is reportable or that state  environmental laws
adopted in the future would make this a reportable event. Under Oregon statutes,
the  Company  and  other  potentially   responsible   parties  are  required  to
investigate  further  and  possibly  remediate  the  contamination.  The Company
believes  that, if required,  the  remediation  would take the form of permanent
monitoring, but could include the treatment or removal of the contamination. The
Company cannot estimate the costs of permanent monitoring, treatment or clean up
at the present time. However,  any costs of treatment or cleanup could adversely
affect the Company materially.

   
     Under the terms of the agreement for the sale of the Portland manufacturing
facility,  the Company is obligated to provide $3.2 million of debt financing to
the purchaser until the Company receives a no-further-action letter from the DEQ
related to the environmental  issue. The Company provided a $3.2 million loan to
the purchaser in April 1998. The Company  intends to seek  indemnification  from
the prior property  owner under the terms of the asset  purchase  agreement with
the prior  owner and require the prior  owner  either to provide  such  required
financing or to pay for the costs of  investigation  and remediation  that would
result in a  no-further-action  letter. The prior property owner has advised the
Company that it would dispute any liability for remediation  costs.  The Company
believes it can enforce  available  claims  against the prior property owner for
any costs of investigation and remediation. The Company believes it is currently
in compliance with environmental regulations.
            

     BUILDING REPURCHASE OBLIGATION. The Company sold its Portland manufacturing
facilities under a  sale-leaseback  for $4.6 million in April 1997. As stated in
Environmental,  under the  terms of the  purchase  agreement,  the  Company  was
obligated to provide $3.2 million of debt  financing to the purchaser  until the
Company  receives  a  no-further-action  letter  from  the  DEQ  related  to the
environmental  issue.  In addition,  the Company may be require to, and also has
the option to, repurchase the building from the purchaser if it does not receive
a no-further-action letter before April 18, 1999.

     BANK INDEBTEDNESS. The Company has significant bank indebtedness that bears
interest at rates that fluctuate with the prime rate. The Company's net earnings
would be adversely  affected by any  significant  increase in the prime rate. In
addition,  the Company's current bank credit facility secures  substantially all
of the Company assets as collateral for the loan, and the Company is required to
maintain  minimum  tangible net worth and minimum working capital and is limited
as to the amount of capital spending by the Company in any twelve-month period.

     HISTORY OF OPERATING LOSSES OF CERTAIN  SUBSIDIARIES.  Certain subsidiaries
of the Company have a history of operating  losses since  acquisition.  Although
the  Company  has hired  management,  adopted  business  plans,  disposed of one
significant  subsidiary and instituted operational changes that it believes will
improve operating  results,  there is no assurance that these  subsidiaries will
achieve  profitability.  The Company has not adopted a formal plan to dispose of
any  of  such   operations.   If  the  Company  is   unsuccessful  in  achieving
profitability at these  facilities,  the Company may decide to sell or otherwise
dispose of them.  There is no assurance  that the Company  would be able to sell
such operations at a price that would not result in a loss upon the sale.



                                       15
<PAGE>

     SALE OF KENCO WILLIAMS,  INC. On March 16, 1998, the Company  completed the
sale of a substantial  portion of the assets of Kenco Williams,  Inc.  ("Kenco")
and  entered  into   warehousing  and  lease   agreements  with  the  purchaser.
Consideration  to the Company  consisted of $1.1 million cash, a receivable from
the purchaser for inventory sold of $430,000,  assumption of $1 million of trade
payables and other  liabilities,  and $2 million of Series A Preferred  Stock of
the   purchaser.   The  purchaser  has  agreed  to  purchase  from  the  Company
approximately  $2.6 million of remaining  inventory on or before  September  30,
1998 and has agreed to lease the building from the Company  until  September 30,
1998. If the purchaser achieves certain financial operating  performance targets
before  March 31,  1999,  the  Company  anticipates  that it would  convert  the
preferred  stock into common shares of the purchaser and dividend such shares in
a spin-off transaction to the Company's  stockholders.  Holders of the Company's
Series A 7 1/2% Convertible  Redeemable  Preferred Stock would be entitled a pro
rata share of any spin-off.

     INVESTMENT IN AJAY SPORTS,  INC.  ("Ajay").  On June 30, 1998,  the Company
entered  into an  agreement  (the  "Agreement")  with Ajay  Sports,  Inc.  which
restructured  the Company's  investment in Ajay and allowed the Company to amend
its Credit Agreement with its lender. Under the Agreement, the Company agreed to
invest $2 million  into Ajay and convert $5 million of its loans and advances to
Ajay into  Ajay  convertible  preferred  stock.  As a result  of the  additional
investment,  previously agreed assumption of certain liabilities and payments of
certain Ajay bank indebtedness,  the Company's investment in Ajay could increase
to up to $8.6  million.  The  Chairman of the Company has provided a guaranty to
the Company of the investments in and loans to Ajay.

     As a result of the Ajay  restructuring,  the Company and its lender amended
its Credit  Agreement to eliminate Ajay from the Credit  Agreement and eliminate
the  Company's  guarantee of Ajay's debt.  Previously,  the Company and Ajay had
been joint  borrowers under a $34.1 million joint and several  liability  Credit
Agreement.  The amended  Credit  Agreement  provides for total  borrowings up to
$16.5  million,  reduces the interest rate on the  revolving  loan to the Bank's
prime  rate  and  increases   advance  rates  against   inventory  and  accounts
receivable.

     DEPENDENCE  UPON  PERSONNEL.  The Company is dependent upon the services of
Thomas W. Itin and Gerard H.  Herlihy.  Mr. Itin is Chairman,  President,  Chief
Executive   Officer  and  Treasurer  of  the  Company.   Mr.  Herlihy  is  Chief
Administrative  and Chief  Financial  Officer and Secretary of the Company.  The
Company has an employment  agreement  with Mr. Itin that expires in August 2002.
The Company does not have an employment agreement with Mr. Herlihy. If either of
such  individual's  services were to become  unavailable  to the Company for any
reason,  the Company's success could be materially and adversely  affected.  The
Company does not carry key-man life insurance.

     NO DIVIDENDS.  The Company has never paid any cash  dividends on its Common
Stock and does not  anticipate  paying cash dividends on the Common Stock in the
foreseeable  future. The payment of dividends on the Common Stock by the Company
will depend on its earnings, financial condition and other business and economic
factors including borrowing  restrictions  affecting the Company at such time as
the Board of Directors may consider  relevant.  In addition,  the Company's loan
agreement currently prevents the payment of dividends on common or new preferred
shares without permission of the bank.  Payments of the dividend on the Series A
preferred are allowed under the terms of the loan agreement.
    



                                       16
<PAGE>

     ANTI-TAKEOVER  PROVISIONS OF CHARTER AND BYLAWS.  Certain provisions of the
Company's  charter and bylaws may delay or  frustrate  the removal of  incumbent
directors  and may  prevent  or delay a merger,  tender  offer or proxy  contest
involving  the Company that is not approved by the Board of  Directors,  even if
such events may be beneficial to the interests of stockholders. For example, the
Company's Board of Directors,  without stockholder  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  26,584,832  shares of Common Stock on
such terms as the Board of Directors  determines.  The Board of Directors  could
currently also issue  49,920,000  shares of preferred  stock  (assuming that all
80,000 shares of Convertible Preferred Shares are sold) and such preferred stock
could have voting or conversion  rights which could adversely  affect the voting
power of the  holders  of  Common  Stock.  Furthermore,  the  Company's  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 the Company.

     "PENNY STOCK" RULES.  The Company's Common Stock is presently traded on the
NASDAQ National Market System. If the Company fails to maintain such listing for
its Common Stock,  and no other  exclusion  from the definition of "penny stock"
under the Exchange Act is available,  then any broker  engaging in a transaction
in the  Company's  securities  would be required to provide any customer  with a
risk  disclosure  document  and the  compensation  of the  broker/dealer  in the
transaction  and monthly  account  statements  showing the market  values of the
Company's  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 the "penny stock" rules when engaging in  transaction  in the
Company's  securities,  they  would  become  less  willing  to  engage  in  such
transaction,  thereby  making it more  difficult for holders of shares of Common
Stock to dispose of their shares.

     SUBSTANTIAL  DILUTION.  Dilution may also be incurred  upon the exercise of
outstanding  options and warrants granted under the Company's stock option plans
and other options, warrants and outstanding convertible securities.


                                 USE OF PROCEEDS
                                 ---------------

     It is not likely that any outstanding Warrants will be exercised unless the
market price of the Common Stock  increases  significantly.  Alternatively,  the
Company may lower the exercise price of the Warrants to below the current market
price,  thereby  encouraging  their  exercise.  If the Warrants are exercised at
their current  prices,  which is unlikely at this time, the Company will receive
net  proceeds  from such  exercise  of  approximately  $3,278,317.  See "Plan of
Distribution." The proceeds may be used for working capital purposes.



                                       17
<PAGE>

                            SELLING SECURITYHOLDERS
                            -----------------------

     The following tables set forth the number of Shares and the total number of
Shares  assuming the conversion or exercise of all  Convertible  Preferred Stock
and  Warrants  owned  by  each of the  Selling  Securityholders  and  registered
hereunder.  Except as indicated, the Selling Securityholders are offering all of
the shares of Common  Stock owned by them or received by them upon the  exercise
or conversion  of the Warrants or  Convertible  Preferred  Stock and none of the
Selling  Securityholders  is the beneficial  owner of one percent or more of the
outstanding shares of Common Stock (including the Shares offered hereby).

     Because the Selling  Securityholders may offer all or part of the Shares or
the  shares  of  Common  Stock  received  upon  conversion  or  exercise  of the
Convertible  Preferred  Stock and/or  Warrants,  which they hold pursuant to the
Offering  contemplated  by this  Prospectus,  and because their  offering is not
being  underwritten on a firm  commitment  basis, no estimate can be given as to
the amount of Convertible Preferred Stock and/or Warrants that will be held upon
termination of this Offering. The Shares and the shares of Common Stock received
upon conversion or exercise of the  Convertible  Preferred Stock and/or Warrants
offered  by this  Prospectus  may be  offered  from time to time by the  Selling
Securityholders named below.

 


                                       18
<PAGE>

<TABLE>
<CAPTION>
<S>                               <C>             <C>               <C>            <C>               <C>              <C>
TABLE: Shares and Shares underlying Convertible Preferred Stock, and Warrants to
       be registered and offered by the Selling Securityholders.

                                                                                                                          Shares
                                                   Convertible       Placement                                          Owned After
                                                    Preferred          Agent's                            Total          Completion
Selling Securityholder               Shares           Stock           Warrants      Other Options         Shares        of the Offer
----------------------            ------------     -----------      -----------     -------------     ------------      ------------

Acrodyne                            1,050,000                                           150,000         1,200,000           0
Acrodyne Profit Sharing Plan          400,000                                                             400,000           0
   
Ajay Sports, Inc.                     206,719                                                             206,719           0
    
John F. Alexander, Jr.                 42,255                                                              42,255           0
Robert W. and Susan M. Allen                          90,909                                               90,909           0
Jude Aririguzo                                         3,636                                                3,636           0
E.H. Arnold                                          181,819                                              181,819           0
Gary P. Arnold                                        18,182                                               18,182           0
Hamilton T. Bailey                                     5,455                                                5,455           0
Russell J. Bernier                                                      1,000                               1,000           0
Josephine Besemer                      12,000                                                              12,000           0
Bonat FBO Spangler Candy & Related
  Companies Retirement Trust                          72,727                                               72,727           0
Alvin R. Bonnette Rev. Trust
  dtd 1/31/85                                         14,545                                               14,545           0
Bernard Brown Trust A/C #1 IRA
  Rollover, Crestar Bank, Custodian                   18,182                                               18,182           0
Bernard Brown Trust A/C #2 IRA
  Rollover, Crestar Bank, Custodian                   29,091                                               29,091           0
Michael J. Brunone                                                      1,000                               1,000           0 
Richard Buchakjian                                    14,545                                               14,545           0


                                       19
<PAGE>

                                                                                                                          Shares
                                                   Convertible       Placement                                          Owned After
                                                    Preferred          Agent's                           Total          Completion
Selling Securityholder               Shares           Stock           Warrants      Other Options        Shares        of the Offer
----------------------            ------------     -----------      -----------     -------------     ------------     ------------

Peter M. Burns                                                         15,500                              15,500           0
Rosemary C. Butcher                    15,000                                                              15,000           0
R. William Caldwell                     5,000                                            50,000            55,000           0
David Carr                              2,115                                                               2,115           0
Phillip E. and Betty Casey                            36,364                                               36,364           0
William Chaney                                         3,636                                                3,636           0
Charles Schwab & Co., Inc. FBO
  Dr. Neil Kantor IRA                                 36,364                                               36,364           0
Christiana Companies Inc. Employee
  Savings & Profit Sharing Plan                        9,091                                                9,091           0
Jeanne Copeland, IRA, Crestar
  Bank, Custodian                                      9,091                                                9,091           0
Ralph J. Cuomo                                         2,000                                                2,000           0
Joseph G. D'Amadeo                                                     29,750                              29,750           0
Joseph and Tracy D'Amadeo                              7,273                                                7,273           0
Jack Dangermond                        10,560                                                              10,560           0
Dearborn Wheels, Inc.                  59,000                                                              59,000           0
Guerino DeLuca                                        14,545                                               14,545           0
Dolphin Offshore Partners, L.P.                      463,637                                              463,637           0
Paul Dratel                                                               200                                 200           0
EBS Micro Cap Partners                                54,545                                               54,545           0
EBS Partners, L.P.                                   109,091                                              109,091           0
John W. and Mary Sue Egan                              3,636                                                3,636           0
Emanon Partners, L.P.                                127,273                                              127,273           0


                                       20
<PAGE>


                                                                                                                          Shares
                                                   Convertible       Placement                                          Owned After
                                                    Preferred          Agent's                           Total          Completion
Selling Securityholder               Shares           Stock           Warrants      Other Options        Shares        of the Offer
----------------------            ------------     -----------      -----------     -------------     ------------     ------------

EMJAYCO FBO Theumling Industries
  Products PSP                                        10,909                                               10,909           0
Enercorp, Inc.                      1,852,329                                           150,000         2,002,329           0
The Equity Group Profit Sharing
  Plan and Trust                                      81,819                                               81,819           0
John C. Ernst Revocable Trust                         36,364                                               36,364           0
Elsa V. Finnel                                         9,091                                                9,091           0
Dennis Fortin                                         36,364                                               36,364           0
James E. Foy                                          18,182                                               18,182           0
Keith M. Ganzer                                        6,000                                                6,000           0
Robert D. Goldstein                                   45,455                                               45,455           0
Justin Gasarch                                         9,091                                                9,091           0
H. Samuel Greenawalt                                                                     50,000            50,000           0
Douglas E. Hailey                                      3,636           35,487                              39,123           0
Douglas E. Hailey Profit Sharing 
  Plan                                                 5,455                                                5,455           0
Gregory Robert Hebard
  Irrevocable Living Trust           103,000                                                              103,000           0
Robert R. Hebard & Dawn E. Hebard
  JTWROS                              14,000                                                               14,000           0
Whitney Lynn Hebard Irrevocable
  Living Trust                       103,000                                                              103,000           0
Richard J. Hess                                        3,636                                                3,636           0
Hilltop Offshore Limited                              10,000                                               10,000           0


                                       21
<PAGE>

                                                                                                                          Shares
                                                   Convertible       Placement                                          Owned After
                                                    Preferred          Agent's                           Total          Completion
Selling Securityholder               Shares           Stock           Warrants      Other Options        Shares        of the Offer
----------------------            ------------     -----------      -----------     -------------     ------------     ------------

Hilltop Partners, L.P.                                24,982                                               24,982           0
Nina Beardsley Itin Irrevocable 
  Living Trust                        85,000                                                               85,000           0
Shirley B. Itin TTEE Elinor Lee Itin
  Irrevocable Living Trust             3,000                                                                3,000           0
Shirley B. Itin TTEE Gregory Robert
  Hebard Irrevocable Living Trust      3,000                                                                3,000           0
Shirley B. Itin TTEE Whitney Lynn   
  Hebard Irrevocable Living Trust      3,000                                                                3,000           0
Shirley B. Itin TTEE Wyatt Otto Itin
  Irrevocable Living Trust             3,000                                                                3,000           0
Thomas W. Itin                                                                          750,000           750,000           0
Timothy S. Itin                        5,000                                             50,000            55,000           0
Timothy S. Itin Irrevocable Living 
  Trust                               85,000                                                               85,000           0
Jemautco, Inc.                                        90,909                                               90,909           0
David A. Jonas                                         3,636                                                3,636           0
Howard Kalka                                           9,091                                                9,091           0
Lawrence Kane                                          3,636                                                3,636           0
Cecelia King                          10,560                                                               10,560           0
Jeremy Kisner                                          9,091                                                9,091           0
Willis V. Kittleman, Jr. DDS PC       15,000                                                               15,000           0


                                       22
<PAGE>


                                                                                                                          Shares
                                                   Convertible       Placement                                          Owned After
                                                    Preferred          Agent's                           Total          Completion
Selling Securityholder               Shares           Stock           Warrants      Other Options        Shares        of the Offer
----------------------            ------------     -----------      -----------     -------------     ------------     ------------

William E. Kuntz                                      10,910                                               10,910           0
Brian S. and Debra L. Larson                          14,545                                               14,545           0
Stanley Latimer                       10,560                                                               10,560           0
Kenward Lawson                                                            200                                 200           0
Gustave L. Levinson                                    18,182                                              18,182           0
Ronald N. and Elizabeth Magruder                       36,364                                              36,364           0
Robert Main                                             3,636                                               3,636           0
William P. Malone                                                       2,500                               2,500           0
Joseph A. Martha                                        3,636                                               3,636           0
Robert A. Maurin, III                                  10,909                                              10,909           0
Merrill Lynch, Custodian for
  Raybourne Thompson, Jr.                              36,364                                              36,364           0
Merrill Lynch, Custodian for
  Spangler Candy Company Capital                      54,545                                               54,545           0
Microcap Partners, L.P.                               69,636                                               69,636           0
MLPF&S FBO James M. Vickers IRA
  FBO James M. Vickers                                36,364                                               36,364           0
Donald V. Moline                                       1,818                                                1,818           0
Harrison Mitchell                                      3,636                                                3,636           0
John V. Moynes                                         2,182                                                2,182           0
Steven J. Mucciolo                                                        300                                 300           0
Charles F. Nelson                                     10,909                                               10,909           0

                                       23
<PAGE>
                                                                           
                                                                                                                          Shares
                                                   Convertible       Placement                                          Owned After
                                                    Preferred          Agent's                           Total          Completion
Selling Securityholder               Shares           Stock           Warrants      Other Options        Shares        of the Offer
----------------------            ------------     -----------      -----------     -------------     ------------     ------------

Northridge Partners, Crestar
  Bank, Custodian                                     72,727                                               72,727           0
Richard V. Nuttall                                     3,636                                                3,636           0
Richard Oh                                                              4,250                               4,250           0
John L. and Maria Palazzola                           18,182                                               18,182           0
Vincent Palmieri                                                        2,000                               2,000           0
Lynn M. Parry IRA Rollover
  Crestar Bank, Custodian                              3,636                                                3,636           0
James Pendulik                                         3,636                                                3,636           0
Sandra K. Peruski                      6,000                                                                6,000           0
Phronesis Partners, L.P.                             139,455                                              139,455           0
Kenneth Plotkin                                        9,818                                                9,818           0
R&D Investment Partnership, L.P.                     109,091                                              109,091           0
Michael E. Recca                                                       35,000                              35,000           0
Karl C. Reeves                                                          1,500                               1,500           0
Joseph F. Regan                                        7,273                                                7,273           0
Rush Holdings, Inc.                  225,000                                                              225,000           0
Samuel Leonard Trust                                   3,636                                                3,636           0
Robert Sanville                                        3,636                                                3,636           0
Richard E. and Janet E. Saunders                       7,273                                                7,273           0
Christopher C. Schreiber                               7,273           13,250                              20,523           0
Robert C. Schroeder                                                     1,500                               1,500           0

                                       24
<PAGE>

                                                                                                                          Shares
                                                   Convertible       Placement                                          Owned After
                                                    Preferred          Agent's                           Total          Completion
Selling Securityholder               Shares           Stock           Warrants      Other Options        Shares        of the Offer
----------------------            ------------     -----------      -----------     -------------     ------------     ------------

Shadow Capital, LLC                                   54,545                                               54,545           0
SICO - A Michigan Co-Partnership     400,000                                                              400,000           0
Valdemar A. Skov                                       3,636                                                3,636           0
Gordon Souaid                                          7,273                                                7,273           0
Robert G. Souaid                                      10,909                                               10,909           0
Sharon Stauber                                         3,636                                                3,636           0
Arthur D. Sterling                                    36,364                                               36,364           0
Michael A. Stern                                                          350                                 350           0
James Tadych                                          18,182                                               18,182           0
Michael N. Taglich                                    47,272           29,750                              77,022           0
Robert F. Taglich                                     54,545           29,750                              84,295           0
Technology Licensing Corporation      20,000                                                               20,000           0
Thirteen Pines Partnership                            18,182                                               18,182           0
Christopher J. Thompson                                                   350                                 350           0
TICO - A Michigan Co-Partnership   1,742,000                                                            1,742,000           0
Morton L. Topfer                                      72,727                                               72,727           0
Wafgal Limited                                         3,636                                                3,636           0
Wechsler & Co., Inc.                                  36,364                                               36,364           0
William and Elizabeth A. Wieck                         9,091                                                9,091           0
James Wilen                                           36,364                                               36,364           0
James Wilen IRA, Crestar
  Bank, Custodian                                     18,182                                               18,182           0
Benjamin Williamowsky, IRA,
  Crestar Bank, Custodian                              9,091                                                9,091           0



                                       25
<PAGE>

                                                                                                                          Shares
                                                   Convertible       Placement                                          Owned After
                                                    Preferred          Agent's                           Total          Completion
Selling Securityholder               Shares           Stock           Warrants      Other Options        Shares        of the Offer
----------------------            ------------     -----------      -----------     -------------     ------------     ------------

Williams Controls, Inc. Retirement
  Income Plan                         15,000                                                               15,000           0
Wolfson Equities                                      19,564                                               19,564           0
Clarence H. Yahn                      30,000                                                               30,000           0
York Road Anesthesia Association
  Defined Constitution Plan                            3,636                                                3,636           0
Paul Zwick                            31,695                                                               31,695           0

   
Totals                             6,567,793       2,909,091          203,637         1,200,000        10,880,521           0
    

</TABLE>


                                       26
<PAGE>

                              PLAN OF DISTRIBUTION
                              --------------------

The Shares,  from time to time,  may be offered for sale either  directly by the
Selling  Securityholders  or by their  pledgees,  donees,  transferrees or 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: (a) 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; (b) purchase by
a dealer as principal and resale by such dealer for its account pursuant to this
Prospectus;  and (c) ordinary  brokerage  transactions and transactions in which
the broker solicits  purchasers.  In effecting sales, brokers or dealers engaged
by the  Selling  Securityholders  may  arrange  for other  brokers  or dealer to
participate.  In  addition,  any  securities  covered by this  Prospectus  which
qualify  for sale  pursuant  to Rule 144 may be sold under Rule 144 rather  than
pursuant to this Prospectus.

The Selling  Securityholders have agreed to proportionately  reduce their Shares
offered hereby if an underwriter of the Company's securities determines that the
total amount of Common  Stock to be included in the offering  exceeds the amount
which the underwriter deems to be appropriate for the Offering. In addition, the
Selling Securityholders have agreed not to sell the Shares offered hereby during
the time of any distribution of the Company's securities or while the Company is
repurchasing its securities if sales by the Selling  Securityholders during such
times would violate federal securities laws.

Except as set forth above, the Selling  Securityholders have advised the Company
that they have made no arrangement or agreements with any underwriters,  brokers
or dealers  regarding  the resale of the Shares prior to the  effective  date of
this  Prospectus.  The  Selling  Securityholders  may pay  commissions  or allow
discounts to any brokers or dealers  participating  in the resale of the Shares,
which  commissions  or discounts  may be less than or in excess of the customary
rates of such  brokers or dealers for similar  transactions.  The Shares 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  Selling  Securityholders  that  participate  in sales of the Shares and any
underwriters, brokers or dealers engaged by them may be deemed underwriters, and
any  profits on sales of the Shares by them and any  discounts,  commissions  or
concessions  received by any Selling  Securityholder  or underwriter,  broker or
dealer  may be deemed to be  underwriting  discounts  or  commissions  under the
Securities Act.

Upon the Company being  notified by a Selling  Securityholder  that any material
arrangement has been entered into with an underwriter,  broker or dealer for the
sale  of the  Shares  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 the Company believes
appropriate:  (i) the  name  of  each  such  Selling  Securityholder  and of the
participating underwriter, broker or dealer; (ii) the number of Shares involved;
(iii) the price at which such Shares  were sold;  (iv) the  commissions  paid or
discounts or concessions  allowed to such underwriter,  broker or dealer and (v)
other facts material to the transaction.


                                       27
<PAGE>

The Company has agreed to indemnify the Selling Securityholders, and the Selling
Securityholders  have agreed to indemnify  the Company,  against  certain  civil
liabilities, including liabilities under the Securities Act.

The  Company is  offering  the Shares to the  holders  of the  Warrants  and the
Convertible  Preferred Stock and will amend or supplement this Prospectus,  from
time to time, to reflect the exercise of Warrants and the Convertible  Preferred
Stock by the holders thereof and to permit the public sale of the Shares.

The  Company is unable to predict the effect  which sales of the Shares  offered
hereby might have upon the Company's ability to raise further capital.

The Company  will pay all of the  expenses  incident to the offering and sale of
the Shares to the public other than  commissions and discounts of  underwriters,
dealers or agents.

In order to comply with certain  states'  securities  laws, if  applicable,  the
Shares will be sold in such  jurisdictions  only through  registered or licensed
brokers or dealers.  In addition,  in certain states, the Shares 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.


                   INDEMNIFICATION PROVIDED IN CONNECTION WITH
                   THE OFFERING BY THE SELLING SECURITYHOLDERS
                   -------------------------------------------

The placement agent for and investors in the private placements of the Company's
securities occurring in April 1998, and the Selling  Securityholders have agreed
to indemnify,  to the extent permitted by law, the Company,  its directors,  its
officers  and each person who  controls  the Company  (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) no 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 the Company for use therein.

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


                                       28
<PAGE>

                                  LEGAL MATTERS
                                  -------------

The legality of the shares of Common  Stock being  offered will be passed on for
the Company by Friedlob  Sanderson  Raskin Paulson & Tourtillott,  LLC,  Denver,
Colorado.


                                     EXPERTS
                                     -------

The audited consolidated financial statements and schedule of Williams Controls,
Inc. and subsidiaries incorporated herein by reference have been so incorporated
in reliance upon the report of Horwath Gelfond Hochstadt Pangburn & Co., Denver,
Colorado,  independent certified public accountants,  given upon their authority
as experts in accounting and auditing.

NO DEALER,  SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY  REPRESENTATIONS  OTHER THAN THOSE CONTAINED IN THIS  PROSPECTUS.
ANY INFORMATION OR REPRESENTATIONS NOT HEREIN CONTAINED,  IF GIVEN OR MADE, MUST
NOT BE RELIED UPON AS HAVING BEEN  AUTHORIZED  BY THE COMPANY.  THIS  PROSPECTUS
DOES NOT CONSTITUTE AN OFFER OR SOLICITATION  IN RESPECT TO THESE  SECURITIES IN
ANY  JURISDICTION  IN WHICH SUCH OFFER OR  SOLICITATION  WOULD BE UNLAWFUL.  THE
DELIVERY  OF THIS  PROSPECTUS  SHALL NOT,  UNDER ANY  CIRCUMSTANCES,  CREATE ANY
IMPLICATION  THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT
THE  INFORMATION  CONTAINED  HEREIN IS CORRECT AS OF ANY TIME  SUBSEQUENT TO THE
DATE OF THIS  PROSPECTUS.  HOWEVER,  IN THE  EVENT OF A  MATERIAL  CHANGE,  THIS
PROSPECTUS WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY.


                                       29
<PAGE>


             TABLE OF CONTENTS                     WILLIAMS CONTROLS, INC.
             -----------------                     -----------------------

   
AVAILABLE INFORMATION.................   5 


PROSPECTUS SUMMARY....................   6
                                              10,880,521 SHARES OF COMMON STOCK,
                                                   $.01 PAR VALUE, INCLUDING
RISK FACTORS..........................  11        2,909,091 SHARES UNDERLYING
                                               CONVERTIBLE PREFERRED STOCK, AND
                                                  1,403,637 SHARES UNDERLYING
USE OF PROCEEDS.......................  17          STOCK PURCHASE WARRANTS
                                                          AND OPTIONS

SELLING SHAREHOLDERS.................   18
                                                         July ___, 1998

PLAN OF DISTRIBUTION.................   27             


LEGAL MATTERS........................   29           _____________________

                                                           PROSPECTUS      
EXPERTS..............................   29           _____________________
                                        
    
                                       30
<PAGE>


                                     PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.       Other Expenses of Issuance and Distribution.
               --------------------------------------------

     The  following  is an  itemization  of  all  expenses  (subject  to  future
contingencies)  incurred or to be incurred by the Company in connection with the
issuance and  distribution  of the securities  being  offered.  All expenses are
estimated except the registration fee.

   
               Registration and filing fee                              $  8,948
    

               NASD listing fee                                            7,500
               Printing                                                      500
               Accounting fees and expenses                                3,000
               Legal fees and expenses                                     3,000
               Blue sky filing fees and expenses                               0
               Transfer and Warrant Agent fees                             4,000
               Miscellaneous                                                 582
                                                                        --------

   
                   Total                                                $ 27,530
                                                                        ========
        

Item 15.       Indemnification of Directors and Officers.
               ------------------------------------------

Indemnification Provided Under the Company's Articles of Incorporation

     Section 145 of the Delaware  General  Corporation  Law and Article Ninth of
the  Company's   Certificate  of  Incorporation   provides  for,  under  certain
circumstances,   the  indemnification  of  the  Company's  officers,  directors,
employees  and  agents  against   liabilities  which  they  may  incur  in  such
capacities.  A summarization of the circumstances in which such indemnifications
provided  for is  contained  herein,  but that  description  is qualified in its
entirety  by  reference  to  Article  Ninth  of  the  Company's  Certificate  of
Incorporation and the relevant Section of the Delaware General Corporation Law.

     In general,  the statute provides that any director,  officer,  employee or
agent of a corporation may be indemnified 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 individual was a party by reason of such
status.  Such  indemnity  may be provided if the  indemnified  person's  actions
resulting in the liabilities: (i) were taken in good faith; (ii) were reasonably
believed  to have been in or not opposed to the  Company's  best  interest;  and


                                        1
<PAGE>

(iii) with respect to any criminal  action,  such person had no reasonable cause
to believe the actions were unlawful. Unless ordered by a court, indemnification
generally may be awarded only after a  determination  of independent  members of
the Board of Directors or a committee  thereof,  by independent legal counsel or
by vote of the stockholders  that the applicable  standard of conduct was met by
the individual to be indemnified.

     The  statutory  provisions  further  provide that 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.

     Indemnification  in connection  with a proceeding by or in the right of the
Corporation in which the director,  officer,  employee or agent is successful is
permitted only with respect 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  believed to have
been in the Company's  best  interest and must not have been adjudged  liable to
the  Company  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 connection with a proceeding brought
on behalf of the Company in which a director is adjudged  liable to the Company,
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.

     Delaware law authorizes the Company to reimburse or pay reasonable expenses
incurred  by a  director,  officer,  employee  or  agent  in  connection  with a
proceeding  in advance of a final  disposition  of the matter.  Such advances of
expenses  are  permitted  if the  person  furnishes  to the  Company  a  written
agreement to repay such advances if it is determined  that he is not entitled to
be indemnified by the Company.

     The statutory section cited above further specifies that any provisions for
indemnification  of or advances for expenses does not exclude other rights under
the  Company's  Certificate  of  Incorporation,   Bylaws,   resolutions  of  its
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 the  corporation  and inure to the  benefit  of the heirs,
executors and administrators of such persons.

     The statutory provision cited above also grants the power to the Company 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 the corporation would otherwise have the power to
provide  for it.  No such  policies  providing  protection  against  liabilities
imposed under the securities laws have been obtained by the Company.





                                        2
<PAGE>

     Article  VIII of the  Company's  Bylaws  provides  that the  Company  shall
indemnify its  directors,  officers,  employees and agents to the fullest extent
permitted by the Delaware General Corporation Law. In addition,  the Company has
entered into  agreements  with its  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  the
Company pursuant to the foregoing provisions, the Company has 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.


Item 16.       Exhibits and Financial Statement Schedules.
               -------------------------------------------

               (a)  Exhibits. The following is a complete list of exhibits filed
                    as a part of this Registration Statement:

Exhibit
Number    Description
------    -----------

 3.1      Certificate   of   Incorporation   of  the   Registrant   as  amended.
          (Incorporated by reference to Exhibit 3.1 to the  Registrant's  annual
          report on Form 10-K for the fiscal year ended  September 30, 1995 (the
          "1995 Form 10-K"))

 3.2      Bylaws of the Registrant. (Incorporated by reference to Exhibit 3.2 to
          the Registrant's Registration Statement on Form S-18, Registration No.
          33-30601-S, as filed with the Commission on August 18, 1989 (the "1989
          Form S-18"))

 4.1      Specimen Unit Certificate  (including Specimen  Certificate for shares
          of Common Stock).  (Incorporated  by reference to Exhibits 1.1 and 1.2
          to the  Registrant's  Registration  Statement on Form 8-A,  Commission
          File No. 0-18083, filed with the Commission on November 1, 1989)
   
 4.2      Form  of  Placement  Agent's  Warrant   Agreement.   (Incorporated  by
          reference to exhibit 4.2 to the  Registrant's  Registration  Statement
          No.  333-59397,  as filed with the  Commission  on July 17,  1998 (the
          "1998 Form S-3"))

 5.1      Opinion of  Friedlob  Sanderson  Raskin  Paulson &  Tourtillott,  LLC.
          (Incorporated  by  reference to the exhibit 5.1 on the 1998 Form S-3.)
                       
10.1(a)   Indemnification Agreement for Thomas W. Itin ("Itin Indemnification
          Agreement").  (Incorporated  by  reference to Exhibit 10.9 to the 1989
          Form S-18)



                                        3
<PAGE>

Exhibit
Number    Description
------    -----------

10.1(b)   Amendment No. 1 to Itin Indemnification Agreement. (Incorporated by
          reference to Exhibit 10.1(b) to the Registrant's Annual Report on Form
          10-K for the fiscal  year  ended  September  30,  1993 (the "1993 Form
          10-K"))

10.1(c)   Form of  Indemnification  Agreement  for R.  William  Caldwell,  H.
          Samuel  Greenawalt  and Timothy  Itin.  (Incorporated  by reference to
          Exhibit 10.1(c) to the Registrant's 1993 Form 10-K)



10.2(a)   Credit  Agreement  dated  July 11,  1997 among  Registrant  and its
          subsidiaries and Ajay Sports, Inc. ("Ajay") and its subsidiaries,  all
          as borrowers,  and Wells Fargo Bank, National  Association,  as lender
          (the "Credit  Agreement").  (Incorporated by reference to Exhibit 10.1
          to the Registrant's Quarterly Report on Form 10-Q for the period ended
          June 30, 1997 (the "June 1997 Form 10-Q"))


10.2(b)   First  Amendment  to the  Credit  Agreement  dated  June 30,  1998.
          (Incorporated by reference to Exhibit 10.1 to the Registrant's Current
          Report on Form 8-K filed July 15, 1998.)

10.2(c)   Promissory Notes under the Credit Agreement:

               (a)  Revolving Credit Loans Promissory Note
               (b)  Term Loan I Promissory Note
               (c)  Term Loan II Promissory Note
               (d)  Real Estate Loan Promissory Note
               (All   incorporated   by   reference   to  Exhibit  10.2  to  the
               Registrant's June 1997 Form 10-Q)

10.2(d)   Mortgage and Security  Agreement  between Aptek Williams,  Inc. and
          Wells Fargo Bank.  (Incorporated  by  reference to Exhibit 10.3 to the
          Registrant's June 1997 Form 10-Q)

10.2(e)   Patent Assignment and Security Agreements for:

               (a)  Williams Controls Industries, Inc.
               (b)  Kenco Williams, Inc.
               (c)  Hardee Williams, Inc.
               (d)  Aptek Williams, Inc.
               (All   incorporated   by   reference   to  Exhibit  10.4  to  the
               Registrant's June 1997 Form 10-Q)



                                        4
<PAGE>

Exhibit
Number    Description
------    -----------

10.2(f)   Trademark Security Agreements for:
         
               (a)  Agrotec Williams, Inc.
               (b)  Hardee Williams, Inc.
               (c)  Kenco Williams, Inc.
               (All   incorporated   by   reference   to  Exhibit  10.5  to  the
               Registrant's June 1997 Form 10-Q)

10.2(g)   Continuing  Unconditional  Guaranty  of Thomas W. Itin in favor of
          Wells Fargo Bank.  (Incorporated  by  reference to Exhibit 10.6 to the
          June 1997 Form 10-Q)

10.3(a)   Intercreditor  Agreement dated July 11, 1997 among  Registrant and
          subsidiaries,  Ajay  Sports,  Inc.  and  subsidiaries,  United  States
          National  Bank of Oregon ("US  Bank"),  Thomas W. Itin and Wells Fargo
          Bank, National Association. (Incorporated by reference to Exhibit 10.7
          to the Registrant's June 1997 Form 10-Q)

10.3(b)   Consent,   Reaffirmation  and  Release  Agreement  with  US  Bank.
          (Incorporated  by reference to Exhibit 10.8 to the  Registrant's  June
          1997 Form 10-Q)

10.3(c)   Promissory Note of Ajay for $2,340,000 to US Bank. (Incorporated by
          reference to Exhibit 10.9 to the Registrant's June 1997 Form 10-Q)

10.3(d)   Mortgage,  Assignment  of Rents,  Security  Agreement  and Fixture
          Filing by Aptek Williams,  Inc. in favor of US Bank.  (Incorporated by
          reference to Exhibit 10.10 to the Registrant's June 1997 Form 10-Q)

10.3(e)   Guaranty to US Bank. (Incorporated by reference to Exhibit 10.11 to
          the Registrant's June 1997 Form 10-Q)

10.4      The  Company's  1995 Stock  Option  Plan for  Non-Employee  Directors.
          (Incorporated  by  referenced  to  Exhibit  10.3  to the  Registrant's
          Quarterly Report on Form 10-Q for the period ended March 31, 1995 (the
          "March 1995 Form 10-Q")

10.5      Williams/Ajay  Loan and Joint Venture  Implementation  Agreement dated
          May 6,  1994,  as  amended by letter  agreement  dated  April 3, 1995.
          (Incorporated by reference to Exhibit 10.4 to the  Registrant's  March
          1995 Form 10-Q)

10.6(a)   Mortgage  and  Security  Agreement,  dated  August  31,  1988,  by
          Sparkomatic   Corporation   in  favor  of   MetLife   Capital   Credit
          Corporation.  (Incorporated  by  reference  to Exhibit  10.7(a) to the
          Registrant's 1993 Form 10-K)



                                        5
<PAGE>

Exhibit
Number    Description
------    -----------

10.6(b)   Mortgage Note in the principal  amount of $1,700,000,  dated August
          31, 1988,  from  Sparkomatic  Corporation  to MetLife  Capital  Credit
          Corporation.  (Incorporated  by  reference  to Exhibit  10.7(b) to the
          Registrant's 1993 Form 10-K)

10.6(c)   Loan  Assumption,   Modification  and  Extension   Agreement  (the
          "Assumption Agreement"),  dated August 12, 1993, among Kenco Williams,
          Inc., Sparkomatic  Corporation and MetLife Capital Corporation and the
          Guaranty  given by Williams to MetLife to guaranty the  obligations of
          Kenco Williams, Inc. to MetLife thereunder. (Incorporated by reference
          to Exhibit 10.9 to the Registrant's Post-Effective Amendment No. 1, as
          filed with the  Commission  on September  23, 1993, on Form S-3 to the
          1989 Form S-18 (the "Post-Effective Amendment"))

10.6(d)   Guaranty dated as of March 31, 1994 made by the Registrant in favor
          of MetLife Capital Corporation.  (Incorporated by reference to Exhibit
          10.1 to the Registrant's  Quarterly Report on Form 10-Q for the period
          ended March 31, 1994)
 
10.7(a)   Guaranty  dated as of  October  2,  1995 by  Thomas W. Itin to the
          Registrant  (the  "Itin  Guaranty").  (Incorporated  by  reference  to
          Exhibit 10.9 to the Registrant's 1995 Form 10-K)

10.7(b)   Amendment One to the Itin Guaranty.  (Incorporated  by reference to
          Exhibit 10.7(b) to the Registrant's Annual Report on Form 10-K for the
          period ended September 30, 1997 (the "1997 Form 10-K")

   
10.7(c)   Amendment Two to the Itin Guaranty. FILED HEREWITH.
    

10.8      Security Agreement between Ajay and its subsidiaries,  as debtors, and
          the Registrant and its subsidiaries, as secured parties. (Incorporated
          by reference to Exhibit 10.8 to the 1997 Form 10-K)

21.1      List of Subsidiaries.  See Item 1 in this report

23.1      Consent of  Friedlob  Sanderson  Raskin  Paulson &  Tourtillott,  LLC.
          See Exhibit 5.1

23.2      Consent of Horwath Gelfond Hochstadt Pangburn & Co. FILED HEREWITH.

24.1      Power of Attorney.  See signature page of this Registration Statement


                                        6
<PAGE>

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 to include any
          material  information  with  respect to the plan of  distribution  not
          previously  disclosed  in the  registration  statement or any material
          change to such information 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.   That, for purposes of determining  any liability  under the Securities
          Act of 1933,  each filing of the Company's  annual report  pursuant to
          Section  13(a) or 15(d) of the  Exchange Act (and,  where  applicable,
          each filing of an employee  benefit  plan's annual report  pursuant to
          Section 15(d) of the Exchange Act) 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.


                                        7
<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 September 16,
1998.
                       

                                                       WILLIAMS CONTROLS, INC.


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


     KNOW  ALL MEN BY  THESE  PRESENTS,  that the  undersigned  officers  and/or
directors of Williams  Controls,  Inc., by virtue of their signatures  appearing
below,  hereby  constitute  and  appoint  Thomas W.  Itin,  with  full  power of
substitution,  as attorney-in-fact in their names, places and steads, to execute
any and  all  amendments  to  this  Registration  Statement  on Form  S-3 in the
capacities  set forth opposite their names below and hereby ratify all that said
attorney-in-fact may do by virtue thereof.

     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.
 
    Signatures                     Title                      Date
    ----------                     -----                      ----

 
    /s/ Thomas W. Itin             Principal Executive        September 16, 1998
    ------------------------       Officer and Director
    Thomas W. Itin                 


    /s/ Gerard A. Herlihy          Principal Financial        September 14, 1998
    ------------------------       and Administrative
    Gerard A. Herlihy              Officer
                                   

    /s/ William N. Holmes          Corporate Controller       September 23, 1998
    ------------------------       and Principal
    William N. Holmes              Accounting Officer
                                   

    /s/ R. William Caldwell        Director                   September 23, 1998
    ------------------------
    R. William Caldwell


                                   Director                   September __, 1998
    ------------------------
    H. Samuel Greenawalt


    /s/ Timothy S. Itin            Director                   September 23, 1998
    ------------------------
    Timothy S. Itin



                       
<PAGE>

                                  EXHIBIT 23.2





               CONSENT OF HORWATH GELFOND HOCHSTADT PANGBURN & CO.


                             CONSENT OF INDEPENDENT
                          CERTIFIED PUBLIC ACCOUNTANTS






We consent to the incorporation by reference in this  Registration  Statement on
Form S-3 of Williams  Controls,  Inc., of our reports  dated  December 18, 1997,
relating to the  consolidated  balance  sheets of Williams  Controls,  Inc.  and
subsidiaries  as of September  30, 1997 and 1996,  and the related  consolidated
statements of  operations,  shareholders'  equity and cash flows for each of the
years in the  three-year  period  ended  September  30,  1997,  and the  related
financial  statement  schedule,  which reports  appear in the September 30, 1997
annual  report on Form 10-K of Williams  Controls,  Inc. and to the reference to
our Firm under the caption "Experts" in the Prospectus.




HORWATH GELFOND HOCHSTADT PANGBURN & CO.


Denver, Colorado
July 15, 1998