As filed with the Securities and Exchange Commission on June 9, 1998

                                                     Registration No. 333-
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                            WILLIAMS CONTROLS, INC.
                            -----------------------
               (Exact name of Registrant specified in its charter)
 
               Delaware                                   84-1099587
    -------------------------------         ------------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

          14100 SW 72nd Avenue
              Portland, OR                                  97224
----------------------------------------                   --------
(Address of Principal Executive Offices)                   Zip Code


                             WILLIAMS CONTROLS, INC.
                             1993 STOCK OPTION PLAN
                                       and
                1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                                       and
               OPTIONS GRANTED PURSUANT TO A CONSULTING AGREEMENT
                            (Full title of the plan)

                CSC The United States Corporation Service Company
                                1013 Centre Road
                           Wilmington, Delaware 19805
                     (Name and address of agent for service)

                                 (800) 927-9800
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

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


<PAGE>
                         CALCULATION OF REGISTRATION FEE
================================================================================
                                      Proposed      Proposed            
                                       Maximum       Maximum
    Title of                          Offering      Aggregate       Amount of
Securities to be     Amount to be       Price       Offering      Registration 
   Registered         Registered      Per Share       Price            Fee
                         (1)
--------------------------------------------------------------------------------

Common Stock,
$.01 par value        3,000,000          (2)       $7,487,172         $2,209
--------------------------------------------------------------------------------

Common Stock,
$.01 par value          200,000          (3)         $588,238           $174
--------------------------------------------------------------------------------

Common Stock,
$.01 par value          150,000        $.41           $61,500            $18
================================================================================

TOTALS                3,350,000                    $8,136,910         $2,400
================================================================================

     (1)  This  Registration  Statement is being filed to register (a) 3,000,000
          shares  of  common   stock  which  may  be  issued   pursuant  to  the
          Registrant's  1993 Stock  Option Plan (the "1993  Option  Plan"),  (b)
          200,000  shares of common  stock  which may be issued  pursuant to the
          Registrant's  1995 Stock Option Plan for  Non-Employee  Directors (the
          "1995  Non-Employee  Director  Plan");  and  (c)  150,000  options  to
          purchase  shares of common  stock  granted  pursuant to the terms of a
          written consulting agreement (the "Consulting Agreement.")

     (2)  In  accordance  with  Rule  457(h),  the fee has  been  calculated  as
          follows:  916,300 shares at $1.938 per share,  418,700 shares at $2.50
          per  share,  400,000  shares at $2.44  per  share,  150,000  shares at
          $3.2313 per share,  110,000 shares at $2.6250 per share, 45,600 shares
          at $2.9375 per share, 30,000 shares at $2.156 per share, 30,000 shares
          at $2.937 per share,  25,000 shares at $3.63 per share,  20,000 shares
          at $2.563 per share,  15,000 shares at $2.375 per share,  3,000 shares
          at $2.313 per share and 836,400 shares at a price of $2.9219 (pursuant
          to Rule  457(c),  the  average  of the high and low price of  Williams
          Controls, Inc. common stock on Friday, June 5, 1998).

     (3)  In  accordance  with  Rule  457(h),  the fee has  been  calculated  as
          follows: 30,000 shares at $2.50 per share, 30,000 shares at $2.656 per
          share,  30,000  shares at $3.00 per share,  30,000 shares at $3.66 per
          share and  80,000  shares  available  for grant at a price of  $2.9219
          (pursuant  to Rule  457(c),  the  average of the high and low price of
          Williams Controls, Inc. common stock on Friday, June 5, 1998).


                                       ii
<PAGE>
                                     PART I
                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS


Item 1.  Plan Information.

         Williams  Controls,  Inc. (the "Registrant") will provide to the option
holders (the  "Recipients") the documents which contain  information  related to
the plans which provide for their options and other information  including,  but
not limited to, the disclosure required by Item 1 of Form S-8, which information
is not  filed  as a part  of  this  Registration  Statement  (the  "Registration
Statement").  The  foregoing  information  and  the  documents  incorporated  by
reference in response to Item 3 of Part II of this Registration  Statement taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933, as amended (the  "Securities  Act"). A Section 10(a)
prospectus  will be given to each Recipient who receives  shares of common stock
covered by this Registration Statement in accordance by Rule 428(b)(1) under the
Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The Registrant  will  provide  to  the  Recipients  a written statement
advising them of the availability  without charge,  upon written or oral notice,
of documents incorporated by reference in Item 3 of Part II of this Registration
Statement  and of  documents  required to be  delivered  pursuant to Rule 428(b)
under the  Securities  Act. The statement will include the address and telephone
number to which their requests should be directed.

               
                                       I-1
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed with the  Commission by the  Registrant
are incorporated into this Registration Statement by this reference:

         (1)   Registrant's  Annual  Report on  Form 10-K  for  the  year  ended
               September 30, 1997;

         (2)   Registrant's Quarterly Report on Form 10-Q for the quarter  ended
               December 31, 1997;
        
         (3)   Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1998; and
 
         (4)   The description of the common stock contained in the Registrant's
               Registration  Statement on Form 8-A, Commission File No. 0-18083,
               filed with the Commission on November 1, 1989.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all shares offered  hereunder have been sold or deregisters  all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.


Item 4.  Description of Securities.

         Not Applicable.


Item 5.  Interests of Named Experts and Counsel.

         None.


Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware  General  Corporation Law and Article Ninth
of the Registrant's Certificate of  Incorporation,  under certain  circumstances
provide  for  the  indemnification  of  the  Registrant'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  Registrant's  Certificate  of
Incorporation and the relevant Section of the Delaware General Corporation Law.


                                      II-1
<PAGE>
         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 Registrant's
best interest; and (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  Corporation's  best  interest and must not have been  adjudged
liable  to the  Corporation  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  Registrant in which a director is adjudged
liable to the Registrant, 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 Registrant  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  Registrant a written
agreement to repay such advances if it is determined  that he is not entitled to
be indemnified by the Corporation.

         The statutory section cited above further specifies that any provisions
for  indemnification  of or advances for expenses  does not exclude other rights
under the Registrant'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.


                                      II-2
<PAGE>
         The  statutory  provision  cited  above  also  grants  the power to the
Registrant  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 Registrant.

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


Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.

         The following is a complete list of  exhibits  filed  as a part of this
Registration Statement, which Exhibits are incorporated herein.

4.1    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 1995)
       ----------------------------------------------
       

5.1    Opinion  of  Counsel  and  Consent of Friedlob Sanderson Raskin Paulson &
       Tourtillott, LLC

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

23.2   Consent of Horwath Gelfond Hochstadt Pangburn & Co.

24.1   Power of Attorney - Included on Signature Page


                                      II-3
<PAGE>
Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         (a) (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 additional or changed material information on the plan of distribution.

         (a) (2) That, for determining  any liability  under the Securities Act,
it will treat each  post-effective amendment as a new registration  statement of
the securities  offered,  and the offering of such securities at that time to be
the initial bona fide offering.
            ---------

         (a) (3) To file a post-effective  amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

         (b) Not applicable.

         (c) Not Applicable.

         (d) Not Applicable.

         (e) Not Applicable.

         (f) Not Applicable.

         (g) Not Applicable.

         (h) Not Applicable.

         (i) Not Applicable.

         (j) Not Applicable.


                                      II-4
<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-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of W. Bloomfield, State of Michigan, on June 9, 1998.


                                                     WILLIAMS CONTROLS, INC.


                                                     By:/s/ Thomas W. Itin
                                                        ---------------------
                                                        Thomas W. Itin, 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 and Gerald A. Herlihy,  each
with full power of substitution, as attorneys-in-fact in their names, places and
steads to execute any and all amendments to this Registration  Statement on Form
S-8 in the capacities set forth opposite their names below and hereby ratify all
that said attorneys-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                   Director, President,          June 9, 1998
 -------------------------
 Thomas W. Itin                         Chief Executive               
                                       Officer and Chief 
                                       Operating Officer

 /s/ Gerard A. Herlihy              Chief Financial Officer         June 9, 1998
 -------------------------          and Chief Administrative
 Gerard A. Herlihy                          Officer
                                                    

 /s/ R. William Caldwell                   Director                 June 9, 1998
 ------------------------- 
 R. William Caldwell


 /s/ H. Samuel Greenawalt                  Director                 June 9, 1998
 -------------------------
 H. Samuel Greenawalt

                                           
 /s/ Timothy S. Itin                       Director                 June 9, 1998
 -------------------------
 Timothy S. Itin                           


                                      II-5
<PAGE>
 
                                   EXHIBIT 5.1



                                  June 3, 1998


Board of Directors
Williams Controls, Inc.
14100 SW 72nd Avenue
Portland, Oregon 97224

Re: Registration Statement on Form S-8
    Opinion of Counsel

Gentlemen:

     As counsel for Williams  Controls,  Inc.  (the  "Corporation"),  a Delaware
corporation,  we have examined the Certificate of Incorporation,  the Bylaws and
minutes of the  Corporation  and such other  corporate  records,  documents  and
proceedings, and have considered such questions of law as we deemed relevant for
the  purpose  of this  opinion.  We have also,  as such  counsel,  examined  the
Corporation's Registration Statement on Form S-8 (the "Registration Statement"),
which will be filed with the Securities and Exchange Commission today or shortly
thereafter,  covering the sale of an  aggregate  of up to 3,350,000  shares (the
"Shares") of the Corporation's  common stock under the Corporation's  1993 Stock
Option  Plan,  1995 Stock  Option Plan for  Non-Employee  Directors  and options
granted  pursuant to a Consulting  Agreement  as described in and in  accordance
with the terms of the Registration Statement.

     Based upon the  foregoing,  we are of the  opinion  that the Shares will be
duly and validly issued as fully paid and non-assessable  shares of common stock
upon exercise of options in accordance with their terms.

     We hereby consent to the use of our name in such Registration Statement and
to the filing of this opinion as Exhibit 5.1 thereto. In giving this consent, we
do not thereby  admit that we come within the category of persons  whose consent
is  required  under  Section  7 of the  Securities  Act of 1933 or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

                                   Very truly yours,



                                   Friedlob Sanderson Raskin
                                   Paulson & Tourtillott, LLC




                                      II-6
<PAGE>
                                  EXHIBIT 23.1



                         CONSENT OF INDEPENDENT AUDITORS



     We consent to the incorporation by reference in this Registration Statement
on Form S-8 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.



HORWATH GELFOND HOCHSTADT PANGBURN & CO.
 

Denver, Colorado
June 8, 1998

























                                      II-7
[{"type": "S-8", "sequence": "1", "description": "S-8 FILING ON 6/11/98", "secsgml_size_bytes": 22350}]
{"company-data": {"conformed-name": "WILLIAMS CONTROLS INC", "cik": "0000854860", "assigned-sic": "3714", "irs-number": "841099587", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56591", "film-number": "98646380"}, "business-address": {"street1": "14100 SW 72ND AVENUE", "city": "PORTLAND", "state": "OR", "zip": "97224", "phone": "5036848600"}, "mail-address": {"street1": "14100 SW 72ND AVENUE", "city": "PORTLAND", "state": "OR", "zip": "97224"}}
As filed with the Securities and Exchange Commission on June 9, 1998

                                                     Registration No. 333-
================================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                            WILLIAMS CONTROLS, INC.
                            -----------------------
               (Exact name of Registrant specified in its charter)
 
               Delaware                                   84-1099587
    -------------------------------         ------------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
     incorporation or organization)

          14100 SW 72nd Avenue
              Portland, OR                                  97224
----------------------------------------                   --------
(Address of Principal Executive Offices)                   Zip Code

                             WILLIAMS CONTROLS, INC.
                             1993 STOCK OPTION PLAN
                                       and
                1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                                       and
               OPTIONS GRANTED PURSUANT TO A CONSULTING AGREEMENT
                            (Full title of the plan)

                CSC The United States Corporation Service Company
                                1013 Centre Road
                           Wilmington, Delaware 19805
                     (Name and address of agent for service)

                                 (800) 927-9800
          -------------------------------------------------------------
          (Telephone number, including area code, of agent for service)

                                   Copies to:

                               Gerald Raskin, Esq.
                                Seth Weiss, Esq.
              Friedlob Sanderson Raskin Paulson & Tourtillott, LLC
                          1400 Glenarm Place, Suite 300
                             Denver, Colorado 80202
                                 (303) 571-1400
CALCULATION OF REGISTRATION FEE
================================================================================
                                      Proposed      Proposed            
                                       Maximum       Maximum
    Title of                          Offering      Aggregate       Amount of
Securities to be     Amount to be       Price       Offering      Registration 
   Registered         Registered      Per Share       Price            Fee
                         (1)
--------------------------------------------------------------------------------

Common Stock,
$.01 par value        3,000,000          (2)       $7,487,172         $2,209
--------------------------------------------------------------------------------

Common Stock,
$.01 par value          200,000          (3)         $588,238           $174
--------------------------------------------------------------------------------

Common Stock,
$.01 par value          150,000        $.41           $61,500            $18
================================================================================

TOTALS                3,350,000                    $8,136,910         $2,400
================================================================================

     (1)  This  Registration  Statement is being filed to register (a) 3,000,000
          shares  of  common   stock  which  may  be  issued   pursuant  to  the
          Registrant's  1993 Stock  Option Plan (the "1993  Option  Plan"),  (b)
          200,000  shares of common  stock  which may be issued  pursuant to the
          Registrant's  1995 Stock Option Plan for  Non-Employee  Directors (the
          "1995  Non-Employee  Director  Plan");  and  (c)  150,000  options  to
          purchase  shares of common  stock  granted  pursuant to the terms of a
          written consulting agreement (the "Consulting Agreement.")

     (2)  In  accordance  with  Rule  457(h),  the fee has  been  calculated  as
          follows:  916,300 shares at $1.938 per share,  418,700 shares at $2.50
          per  share,  400,000  shares at $2.44  per  share,  150,000  shares at
          $3.2313 per share,  110,000 shares at $2.6250 per share, 45,600 shares
          at $2.9375 per share, 30,000 shares at $2.156 per share, 30,000 shares
          at $2.937 per share,  25,000 shares at $3.63 per share,  20,000 shares
          at $2.563 per share,  15,000 shares at $2.375 per share,  3,000 shares
          at $2.313 per share and 836,400 shares at a price of $2.9219 (pursuant
          to Rule  457(c),  the  average  of the high and low price of  Williams
          Controls, Inc. common stock on Friday, June 5, 1998).

     (3)  In  accordance  with  Rule  457(h),  the fee has  been  calculated  as
          follows: 30,000 shares at $2.50 per share, 30,000 shares at $2.656 per
          share,  30,000  shares at $3.00 per share,  30,000 shares at $3.66 per
          share and  80,000  shares  available  for grant at a price of  $2.9219
          (pursuant  to Rule  457(c),  the  average of the high and low price of
          Williams Controls, Inc. common stock on Friday, June 5, 1998).

                                       ii
PART I
                    INFORMATION REQUIRED IN THE SECTION 10(a)
                                   PROSPECTUS

Item 1.  Plan Information.

         Williams  Controls,  Inc. (the "Registrant") will provide to the option
holders (the  "Recipients") the documents which contain  information  related to
the plans which provide for their options and other information  including,  but
not limited to, the disclosure required by Item 1 of Form S-8, which information
is not  filed  as a part  of  this  Registration  Statement  (the  "Registration
Statement").  The  foregoing  information  and  the  documents  incorporated  by
reference in response to Item 3 of Part II of this Registration  Statement taken
together constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act of 1933, as amended (the  "Securities  Act"). A Section 10(a)
prospectus  will be given to each Recipient who receives  shares of common stock
covered by this Registration Statement in accordance by Rule 428(b)(1) under the
Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information.

         The Registrant  will  provide  to  the  Recipients  a written statement
advising them of the availability  without charge,  upon written or oral notice,
of documents incorporated by reference in Item 3 of Part II of this Registration
Statement  and of  documents  required to be  delivered  pursuant to Rule 428(b)
under the  Securities  Act. The statement will include the address and telephone
number to which their requests should be directed.

               
                                       I-1
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following  documents  filed with the  Commission by the  Registrant
are incorporated into this Registration Statement by this reference:

         (1)   Registrant's  Annual  Report on  Form 10-K  for  the  year  ended
               September 30, 1997;

         (2)   Registrant's Quarterly Report on Form 10-Q for the quarter  ended
               December 31, 1997;
        
         (3)   Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1998; and
 
         (4)   The description of the common stock contained in the Registrant's
               Registration  Statement on Form 8-A, Commission File No. 0-18083,
               filed with the Commission on November 1, 1989.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all shares offered  hereunder have been sold or deregisters  all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement  and to be a part hereof from the date of filing of such
documents.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         None.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware  General  Corporation Law and Article Ninth
of the Registrant's Certificate of  Incorporation,  under certain  circumstances
provide  for  the  indemnification  of  the  Registrant'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  Registrant's  Certificate  of
Incorporation and the relevant Section of the Delaware General Corporation Law.

                                      II-1
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 Registrant's
best interest; and (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  Corporation's  best  interest and must not have been  adjudged
liable  to the  Corporation  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  Registrant in which a director is adjudged
liable to the Registrant, 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 Registrant  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  Registrant a written
agreement to repay such advances if it is determined  that he is not entitled to
be indemnified by the Corporation.

         The statutory section cited above further specifies that any provisions
for  indemnification  of or advances for expenses  does not exclude other rights
under the Registrant'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.

                                      II-2
The  statutory  provision  cited  above  also  grants  the power to the
Registrant  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 Registrant.

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

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         The following is a complete list of  exhibits  filed  as a part of this
Registration Statement, which Exhibits are incorporated herein.

4.1    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 1995)
       ----------------------------------------------
       

5.1    Opinion  of  Counsel  and  Consent of Friedlob Sanderson Raskin Paulson &
       Tourtillott, LLC

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

23.2   Consent of Horwath Gelfond Hochstadt Pangburn & Co.

24.1   Power of Attorney - Included on Signature Page

                                      II-3
Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

         (a) (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 additional or changed material information on the plan of distribution.

         (a) (2) That, for determining  any liability  under the Securities Act,
it will treat each  post-effective amendment as a new registration  statement of
the securities  offered,  and the offering of such securities at that time to be
the initial bona fide offering.
            ---------

         (a) (3) To file a post-effective  amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

         (b) Not applicable.

         (c) Not Applicable.

         (d) Not Applicable.

         (e) Not Applicable.

         (f) Not Applicable.

         (g) Not Applicable.

         (h) Not Applicable.

         (i) Not Applicable.

         (j) Not Applicable.

                                      II-4
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-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of W. Bloomfield, State of Michigan, on June 9, 1998.

                                                     WILLIAMS CONTROLS, INC.

                                                     By:/s/ Thomas W. Itin
                                                        ---------------------
                                                        Thomas W. Itin, 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 and Gerald A. Herlihy,  each
with full power of substitution, as attorneys-in-fact in their names, places and
steads to execute any and all amendments to this Registration  Statement on Form
S-8 in the capacities set forth opposite their names below and hereby ratify all
that said attorneys-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                   Director, President,          June 9, 1998
 -------------------------
 Thomas W. Itin                         Chief Executive               
                                       Officer and Chief 
                                       Operating Officer

 /s/ Gerard A. Herlihy              Chief Financial Officer         June 9, 1998
 -------------------------          and Chief Administrative
 Gerard A. Herlihy                          Officer
                                                    

 /s/ R. William Caldwell                   Director                 June 9, 1998
 ------------------------- 
 R. William Caldwell

 /s/ H. Samuel Greenawalt                  Director                 June 9, 1998
 -------------------------
 H. Samuel Greenawalt

                                           
 /s/ Timothy S. Itin                       Director                 June 9, 1998
 -------------------------
 Timothy S. Itin                           

                                      II-5
EXHIBIT 5.1

                                  June 3, 1998

Board of Directors
Williams Controls, Inc.
14100 SW 72nd Avenue
Portland, Oregon 97224

Re: Registration Statement on Form S-8
    Opinion of Counsel

Gentlemen:

     As counsel for Williams  Controls,  Inc.  (the  "Corporation"),  a Delaware
corporation,  we have examined the Certificate of Incorporation,  the Bylaws and
minutes of the  Corporation  and such other  corporate  records,  documents  and
proceedings, and have considered such questions of law as we deemed relevant for
the  purpose  of this  opinion.  We have also,  as such  counsel,  examined  the
Corporation's Registration Statement on Form S-8 (the "Registration Statement"),
which will be filed with the Securities and Exchange Commission today or shortly
thereafter,  covering the sale of an  aggregate  of up to 3,350,000  shares (the
"Shares") of the Corporation's  common stock under the Corporation's  1993 Stock
Option  Plan,  1995 Stock  Option Plan for  Non-Employee  Directors  and options
granted  pursuant to a Consulting  Agreement  as described in and in  accordance
with the terms of the Registration Statement.

     Based upon the  foregoing,  we are of the  opinion  that the Shares will be
duly and validly issued as fully paid and non-assessable  shares of common stock
upon exercise of options in accordance with their terms.

     We hereby consent to the use of our name in such Registration Statement and
to the filing of this opinion as Exhibit 5.1 thereto. In giving this consent, we
do not thereby  admit that we come within the category of persons  whose consent
is  required  under  Section  7 of the  Securities  Act of 1933 or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.

                                   Very truly yours,

                                   Friedlob Sanderson Raskin
                                   Paulson & Tourtillott, LLC

                                      II-6
EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in this Registration Statement
on Form S-8 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.

HORWATH GELFOND HOCHSTADT PANGBURN & CO.
 

Denver, Colorado
June 8, 1998

                                      II-7