8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of Earliest Event Reported): August 30, 2004

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

    Delaware                      0-18083                        84-1099587
- ----------------           ---------------------             ------------------
(State or other            (Commission File No.)              (I.R.S. Employer
jurisdiction of                                              Identification No.)
 incorporation)

                   14100 S.W. 72nd Avenue, Portland, OR 97224
                   ------------------------------------------
                    (Address of Principal Executive Offices)

                                 (503) 684-8600
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 Not Applicable
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)



Item 8.01. Other Events

See attached press release at Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits

      (c)   Exhibits.

            99.1  Press Release, dated August 30, 2004.



                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed for and on its behalf by the
undersigned hereunto duly authorized.

                                                     WILLIAMS CONTROLS, INC.

Date: August 30, 2004                                By: /s/ DENNIS E. BUNDAY
                                                         -----------------------
                                                         Dennis E. Bunday
                                                         Chief Financial Officer

EX-99.1

                                                                    Exhibit 99.1

               Williams Controls Board Approves Recapitalization

    PORTLAND, Ore., Aug. 30 /PRNewswire-FirstCall/ -- Williams Controls, Inc.
(OTC: WMCO) today announced that its board of directors has approved a
restructuring of its capital structure.  If approved by the company's
shareholders, the proposal would result in the redemption of up to 98,114
shares of Williams' Series B preferred stock at $265 per share, the conversion
of all outstanding shares of its Series A-1 preferred stock into common stock
at the approximate rate of 152.8 common shares for each share of Series A-1
preferred, and the conversion of those shares of its Series B preferred stock
not redeemed into common stock at the approximate rate of 212.2 common shares
for each share of Series B preferred not redeemed.  The redemption of the
Series B preferred stock would be paid from available cash and the proceeds of
a new credit facility being negotiated with Merrill Lynch Capital, a division
of Merrill Lynch Business Financial Services Inc.

    The Series B preferred stock is carried on Williams' financial statements
as a debt obligation. The restructuring would result in a shift of the
company's debt from unsecured, Series B Preferred accruing non-cash dividends
at a 15% compounded rate to secured, cash paying debt obligations at market
interest rates.  Overall, Williams' debt obligations will increase
approximately $3 million due to the transaction.

    The restructuring is subject to completion of filings with the Securities
and Exchange Commission and the availability of financing for the redemption
of the Series B preferred stock as well as other customary closing conditions.
The Williams Controls, Inc. shareholders must also approve the restructuring.
A more detailed description of the proposed restructuring is described in a
preliminary Schedule 14A that was filed today with the SEC.

    Gene Goodson, Chairman and CEO, stated, "When fully implemented, the
restructuring will result in a significant simplification of Williams'
capital structure and a reduction in the company's fully diluted shares
outstanding."  He concluded "Additionally, the proposal provides for the
elimination of the contractual control of the board and dividend rights
currently held by the Series B preferred stockholders and provides for a 50
per cent reduction in the management fees payable by Williams to the Series B
shareholders."


    ABOUT WILLIAMS CONTROLS

    Williams Controls is a designer, manufacturer and integrator of sensors
and controls for the motor vehicle industry.  For more information, you can
find Williams Controls on the Internet at www.wmco.com.


    The statements included in this news release concerning predictions of
economic performance and management's plans and objectives constitute
forward-looking statements made pursuant to the safe harbor provisions of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section
27A of the Securities Act of 1934, as amended.  These forward looking
statements are based on management's assumptions and projections, and are
sometimes identifiable by use of the words, "expect to," "plan," "will,"
"believe" and words of similar predictive nature.  Because management's
assumptions and projections are based on anticipation of future events, you
should not place undue emphasis on forward-looking statements.  You should
anticipate that our actual performance may vary from these projections, and
variations may be material and adverse.  You should not rely on
forward-looking statements in evaluating an investment or prospective
investment in our stock, and when reading these statements you should consider
the uncertainties and risks that could cause actual results to differ
materially from the forward-looking statements.  Factors which could cause or
contribute to such differences include, but are not limited to, factors
detailed in the Securities and Exchange Commission filings of the Company;
economic downturns affecting the operations of the Company or any of its
business operations, competition, and the ability of the Company to
successfully identify and implement any strategic alternatives.  The
forward-looking statements contained in this press release speak only as of
the date hereof and the Company disclaims any intent or obligation to update
these forward-looking statements.



SOURCE  Williams Controls, Inc.
    -0-                             08/30/2004
    /CONTACT:  Dennis E. Bunday, Executive Vice President and Chief Financial
Officer of Williams Controls, Inc., +1-503-684-8600/
    /Web site:  http://www.wmco.com /
    (WMCO)

CO:  Williams Controls, Inc.
ST:  Oregon
IN:  AUT OTC
SU:  RCN