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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 1
Name of Issuer: Williams Controls, Inc.
Title of Class of Securities: Common Stock, par value $.01
CUSIP Number: 969465103
(Date of Event Which Requires Filing of this Statement)
December 31, 1999
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
/ / Rule 13d-1(b)
/X/ Rule 13d-1(c)
/ / Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent
amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP Number: 96946510
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Mark E. Brady
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
1,149,726 (including Convertible Preferred Stock
convertible into 636,364 shares of Common Stock)
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,149,726 (including Convertible Preferred Stock
convertible into 636,364 shares of Common Stock)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,149,726 (including Convertible Preferred Stock
convertible into 636,364 shares of Common Stock)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
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5.8%
12. Type of Reporting Person
IN
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CUSIP Number: 96946510
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Robert J. Suttman, II
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
1,149,726 (including Convertible Preferred Stock
convertible into 636,364 shares of Common Stock)
7. Sole Dispositive Power:
7,330
8. Shared Dispositive Power:
1,149,726 (including Convertible Preferred Stock
convertible into 636,364 shares of Common Stock)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,149,726 (including Convertible Preferred Stock
convertible into 636,364 shares of Common Stock)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
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5.8%
12. Type of Reporting Person
IN
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CUSIP Number: 96946510
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Ronald L. Eubel
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
1,149,726 (including Convertible Preferred Stock
convertible into 636,364 shares of Common Stock)
7. Sole Dispositive Power:
8. Shared Dispositive Power:
1,149,726 (including Convertible Preferred Stock
convertible into shares of Common Stock)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
1,149,726 (including Convertible Preferred Stock
convertible into 636,364 shares of Common Stock)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
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5.8%
12. Type of Reporting Person
IN
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CUSIP Number: 96946510
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
William Hazel
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
992,635 (including Convertible Preferred Stock
convertible into 527,273 shares of Common Stock)
7. Sole Dispositive Power:
8. Shared Dispositive Power:
992,635 (including Convertible Preferred Stock
convertible into 527,273 shares of Common Stock)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
992,635 (including Convertible Preferred Stock
convertible into 527,273 shares of Common Stock)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
-8-
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5.0%
12. Type of Reporting Person
IN
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CUSIP Number: 96946510
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Bernie Holtgreive
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
992,635 (including Convertible Preferred Stock
convertible into 527,273 shares of Common Stock)
7. Sole Dispositive Power:
8. Shared Dispositive Power:
992,635 (including Convertible Preferred Stock
convertible into 527,273 shares of Common Stock)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
992,635 (including Convertible Preferred Stock
convertible into 527,273 shares of Common Stock)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
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5.0%
12. Type of Reporting Person
IN
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CUSIP Number: 96946510
1. Name of Reporting Person
I.R.S. Identification No. of Above Person
Eubel Brady & Suttman Asset Management, Inc.
2. Check the Appropriate Box if a Member of a Group
a.
b. X
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of Shares Beneficially Owned by Each Reporting Person
With:
5. Sole Voting Power:
6. Shared Voting Power:
992,635 (including Convertible Preferred Stock
convertible into 527,273 shares of Common Stock)
7. Sole Dispositive Power:
8. Shared Dispositive Power:
992,635 (including Convertible Preferred Stock
convertible into 527,273 shares of Common Stock)
9. Aggregate Amount Beneficially Owned by Each Reporting
Person
992,635 (including Convertible Preferred Stock
convertible into 527,273 shares of Common Stock)
10. Check Box if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
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5.0%
12. Type of Reporting Person
IN
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Item 1(a) Name of Issuer: Williams Controls, Inc.
(b) Address of Issuer's Principal Executive Offices:
14100 SW 72nd Avenue
Portland, Oregon 97224
Items 2(a) - (c). Name, Principal Business Address, and
Citizenship of Persons Filing:
Mark E. Brady
Robert J. Suttman
Ronald L. Eubel
7777 Washington Village Drive
Ste. 210
Dayton, Ohio 45459
Mark E. Brady, Robert J. Suttman and Ronald L. Eubel are
United States citizens.
(d) Title of Class of Securities: Common Stock, $.01
par value
(e) CUSIP Number: 969465103
Item 3. If this statement is filed pursuant to Rule
13d-1(b)(1) or 13d-2(b) or (c) check whether the person
filing is:
(a) / / Broker or dealer registered under Section 15 of
the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in
Section 3(a)(19) of the Act,
(d) / / Investment Company registered under Section 8
of the Investment Company Act,
(e) / / Investment Adviser registered under Section 203
of the Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is
subject to the provisions of the Employee
Retirement Income Security Act of 1974 or
Endowment Fund,
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G),
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(h) / / Savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act,
(i) / / Church plan excluded from the definition of an
investment company under Section 3(c)(14) of
the Investment Company Act,
(j) / / Group, in accordance with Rule 13d-
1(b)(1)(ii)(H).
If this statement is filed pursuant to Rule 13d-1(c), check
this box /X/
Item 4. Ownership.
(a) Mark E. Brady, Robert J. Suttman. II and Donald
L. Eubel - Amount Beneficially Owned: 1,149,726
(including Convertible Preferred Stock convertible
into 636,364 shares of Common Stock); Mark E.
Brady, Robert J. Suttman, II and Donald L. Eubel -
992,635 (including Convertible Preferred Stock
convertible into 527,273)
(b) Mark & Brady, Robert J. Suttman, II and Donald
L. Eubel - Percent of Class: 5.8%; William Hazel,
Bernie Holtgreive and Eubel Brady & Suttman Asset
Management, Inc. - 5.0%
(c) Mark E. Brady, Robert J. Suttman, II and Ronald
Eubel - 1,149,056 shares with shared power to
vote or to direct the vote; 0 shares with sole
power to vote or to direct the vote; 1,149,056
shares with shared power to dispose or to
direct the disposition of; 0 shares with the
sole power to dispose or to direct the
disposition of
William Hazel, Bernie and Eubel Brady & Suttman
Asset Management, Inc. - 992,635 shares with
shared power to vote or to direct the vote; 0
shares with sole power to vote or to direct the
vote; 992,635 shares with shared power to
dispose or to direct the disposition of; 0
shares with the sole power to dispose or to
direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
N/A
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Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
N/A
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported by the
Parent Holding Company.
N/A
Item 8. Identification and Classification of Members of the
Group.
N/A
Item 9. Notice of Dissolution of the Group.
N/A
Item 10.
Certification for Rule 13d-1(c): By signing below I
certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as
a participant in any transaction having that purpose or
effect.
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the
information set forth in this statement is true,
complete and correct.
/s/ Ronald L. Eubel
_________________________
Ronald L. Eubel
/s/ Mark E. Brady
__________________________
Mark E. Brady
/s/ Robert J. Suttman, II
__________________________
Robert J. Suttman, II
/s/ William Hazel
__________________
William Hazel
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/s/ Bernie Holtgreive
______________________
Bernie Holtgreive
EUBEL BRADY & SUTTMAN
ASSET MANAGEMENT, INC.
By:/s/ Ronald L. Eubel
___________________
By: Donald L. Eubel
Chief Executive Officer
February 14, 2000
_____________
Date
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AGREEMENT
The undersigned agree that this Schedule 13G dated
February 14, 2000 relating to the Common Stock of Williams
Controls, Inc. shall be filed on behalf of the undersigned.
/s/ Ronald L. Eubel
_________________________
Ronald L. Eubel
/s/ Mark E. Brady
__________________________
Mark E. Brady
/s/ Robert J. Suttman, II
__________________________
Robert J. Suttman, II
/s/ William Hazel
___________________________
William Hazel
/s/ Bernie Holtgreive
__________________________
Bernie Holtgreive
EUBEL BRADY & SUTTMAN
ASSET MANAGEMENT, INC.
By:/s/ Ronald L. Eubel
____________________
Ronald L. Eubel
Chief Executive Officer
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00843001.AE4
