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


                                    FORM 10-Q


          [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended: June 30, 2000

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to
                               --------- ---------


                         Commission file number 0-18083


                             Williams Controls, Inc.
             (Exact name of registrant as specified in its charter)

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

                            14100 SW 72nd Avenue
                             Portland, Oregon           97224
               -------------------------------------- ----------
               (Address of principal executive office) (zip code)

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                 Yes   X    No
                                                     -----     -----

The number of shares outstanding of the registrant's common stock as of July 31,
2000: 19,921,114









<PAGE>


                             Williams Controls, Inc.

                                      Index


                                                                           Page
                                                                          Number

Part I.  Financial Information

  Item 1.     Financial Statements

              Consolidated Balance Sheets, June 30, 2000 (unaudited)
                and September 30, 1999                                       1

              Unaudited Consolidated Statements of Operations,
                three and nine months ended June 30, 2000 and 1999           2

              Unaudited Consolidated Statements of Cash Flows,
                nine months ended June 30, 2000 and 1999                     3

              Notes to Unaudited Consolidated Financial Statements
                                                                            4-9

  Item 2.     Management's Discussion and Analysis
              of Financial Condition and Results of Operations             10-15


Part II.  Other Information

  Item 1.      Legal Proceedings                                            16

  Item 2.      Changes in Securities and Use of Proceeds                    16

  Item 3.      Defaults Upon Senior Securities                              16

  Item 4.      Submission of Matters to a Vote of Security Holders          16

  Item 5.      Other Information                                            16

  Item 6.      Exhibits and Reports on Form 8-K                             16

                    Signature Page                                          17














<PAGE>



                                     Part I

Item 1.
                             Williams Controls Inc.
                           Consolidated Balance Sheets
         (Dollars in thousands, except share and per share information)
<TABLE>
<CAPTION>
<S>                                                                         <C>                     <C>


                                                                            June 30,            September 30,
                                                                              2000                  1999
                                                                           (unaudited)
                                                                       -------------------    ---------------------
                           ASSETS
Current Assets:
   Cash and cash equivalents                                                  $    187                 $  2,323
   Trade and other accounts receivable, less allowance of $806 and
     $484 at June 30, 2000 and September 30, 1999, respectively                 11,708                   11,187
   Inventories                                                                   9,581                    9,828
   Deferred income taxes and other                                               4,398                    4,325
   Net assets held for disposition                                                   -                      360
                                                                       -------------------    ---------------------
     Total current assets                                                       25,874                   28,023

   Property plant and equipment, net                                            21,625                   20,775
   Investment in and note receivable from affiliate                              5,752                    6,152
   Net assets held for disposition                                                   -                      500
   Goodwill and intangible assets, net                                           5,317                    5,764
   Deferred income taxes                                                         3,813                    3,025
   Other assets                                                                    432                      265
                                                                       -------------------    ---------------------
     Total assets                                                             $ 62,813                 $ 64,504
                                                                       ===================    =====================

            LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
   Accounts payable                                                           $  9,291                 $  9,223
   Accrued expenses                                                              4,295                    3,449
   Note Payable                                                                    500                        -
   Current portion of long-term debt and capital leases                          5,337                    5,193
   Estimated loss on disposal                                                        -                    1,000
                                                                       -------------------     --------------------
      Total current liabilities                                                 19,423                   18,865

Long-term debt and capital lease obligations, net                               21,148                   24,743

Other liabilities                                                                3,266                    2,690

Convertible subordinated debt, net                                               2,030                        -

Commitments and contingencies

Shareholders' equity:
   Preferred stock ($.01 par value, 50,000,000 authorized;
     78,400 and 78,500 issued and outstanding at June 30,
     2000 and September 30, 1999, respectively)                                      1                        1
   Common stock ($.01 par value, 50,000,000 authorized;
     19,921,114 and 19,898,728 issued at June 30,
     2000 and  September 30, 1999, respectively)                                   199                      199
   Additional paid-in capital                                                   20,729                   20,697
   Warrants issued in private placements                                         1,043                      877
   Accumulated  deficit                                                         (4,149)                  (2,691)
   Treasury stock (130,200 shares at June 30, 2000
     and September 30, 1999)                                                      (377)                    (377)
   Note receivable from affiliate                                                 (500)                    (500)
                                                                       -------------------     --------------------
      Total shareholders' equity                                                16,946                   18,206
                                                                       -------------------     --------------------
        Total liabilities and shareholders' equity                            $ 62,813                 $ 64,504
                                                                       ===================     ====================

       The accompanying notes are an integral part of these balance sheets.
</TABLE>
                                       1
<PAGE>

                             Williams Controls, Inc.
                      Consolidated Statements of Operations
         (Dollars in thousands, except share and per share information)
                                   (unaudited)
<TABLE>
<CAPTION>
<S>                                                               <C>               <C>             <C>                <C>


                                                                Three              Three               Nine               Nine
                                                                months             months             months             months
                                                                Ended              Ended              Ended              Ended
                                                               June 30,           June 30,           June 30,          June 30,
                                                                 2000               1999               2000              1999
                                                            --------------     --------------    ---------------    --------------

  Sales                                                          $ 18,022           $ 15,749           $ 51,495          $ 46,405
  Cost of sales                                                    14,214             11,366             40,260            32,462
                                                            --------------     --------------    ---------------    --------------
  Gross margin                                                      3,808              4,383             11,235            13,943

  Operating expenses:
    Research and development                                        2,068              1,017              5,239             2,683
    Selling                                                           516                493              1,381             1,501
    Administration                                                  1,462              1,010              4,147             2,884
    Loss from impairment of assets                                      -              5,278                  -             5,278
                                                            --------------     --------------    ---------------    --------------
     Total operating expenses                                       4,046              7,798             10,767            12,346
                                                            --------------     --------------    ---------------    --------------


  Earnings (loss)from continuing operations                          (238)            (3,415)               468             1,597

  Other (income) expenses:
     Interest income                                                 (180)               (55)              (290)             (277)
     Interest expense                                                 862                389              2,053             1,187
     Other (income) expense                                           (10)               (44)               (46)               69
     Equity interest in loss of affiliate                              30                155                400               407
                                                            --------------     --------------    ---------------    --------------
       Total other expenses                                           702                445              2,117             1,386
                                                            --------------     --------------    ---------------    --------------


  Earnings (loss) from continuing operations before
     income tax expense (benefit)                                    (940)            (3,860)            (1,649)              211
  Income tax expense (benefit)                                       (361)            (1,482)              (633)               81
                                                            --------------     --------------    ---------------    --------------


  Net earnings (loss)                                            $   (579)          $ (2,378)          $ (1,016)         $    130
  Dividends on preferred stock                                        148                149                442               449
                                                            --------------     --------------    ---------------    --------------
  Net loss allocable to common shareholders                      $   (727)          $ (2,527)          $ (1,458)         $   (319)
                                                            ==============     ==============    ===============    ==============

   Basic and diluted net loss per share                          $  (0.04)          $  (0.14)          $  (0.07)         $  (0.02)
                                                            ==============     ==============    ===============    ==============





</TABLE>










        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>

                             Williams Controls, Inc.
                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                         <C>                     <C>


                                                                             Nine months            Nine months
                                                                                Ended                  Ended
                                                                            June 30, 2000          June 30, 1999
                                                                          ------------------     ------------------
Cash flows from operating activities:
  Net earnings (loss)                                                            $  (1,016)             $    130
Adjustments  to reconcile  net earnings  (loss) to net cash  provided by
 operating activities of continuing operations:
  Depreciation and  amortization                                                     2,185                 1,378
  Equity interest in loss of affiliate                                                 400                   407
  Loss from impairment of assets                                                         -                 5,278
  Deferred income taxes                                                               (788)                 (157)
Changes in working capital of continuing operations:
  Receivables                                                                         (303)                 (405)
  Inventories                                                                          254                   263
  Accounts payable and accrued expenses                                                344                  (560)
  Other                                                                                903                   167
                                                                          ------------------     ------------------
Net cash provided by operating activities of continuing operations                   1,979                 6,501

Cash flows from investing activities:
  Payments for property, plant and equipment                                        (2,156)               (1,994)
  Advances to affiliate                                                                  -                  (100)
  Investment in note receivable                                                          -                  (575)
                                                                          ------------------     ------------------
Net cash used in investing activities of continuing operations                      (2,156)               (2,669)

Cash flows from financing activities:
  Borrowing under term notes                                                         1,800                 2,500
  Proceeds from note payable                                                           500                     -
  Repayments of long-term debt and capital lease obligations                        (5,524)               (3,964)
  Net proceeds from convertible subordinated debt                                    1,965                     -
  Payment of other liability                                                           (79)                    -
  Preferred dividends                                                                 (442)                 (449)
  Proceeds from issuance of common stock                                                32                   153
                                                                          ------------------     ------------------
Net cash used in financing activities of continuing operations                      (1,748)               (1,760)

Cash flows from discontinued operations:
  Net cash used in discontinued operations                                            (211)               (1,943)
                                                                          ------------------     -------------------

Net increase (decrease)in cash and cash equivalents                                 (2,136)                  129

Cash and cash equivalents at beginning of period                                     2,323                 1,281
                                                                          ------------------     -------------------
Cash and cash equivalents at end of  period                                      $     187              $  1,410
                                                                          ==================     ===================

Supplemental disclosure of cash flow information:
  Interest paid                                                                  $   1,851              $  1,354
  Income taxes paid                                                              $     -                $    602
  Income tax refunds                                                             $     331              $    414
                                                                          ==================     ===================

Supplemental disclosure of non-cash investing and financing activities:
  Convertible subordinated debt issuance costs                                   $     231              $      -
  Convertible subordinated debt discount                                         $     110              $      -
  Note receivable for capital lease obligation                                   $       -              $  3,200
  Tax benefits related to stock options                                          $       1              $    115
  Capital lease obligations incurred                                             $     200              $    354
                                                                          ==================     ===================


</TABLE>


        The accompanying notes are an integral part of these statements.


                                       3
<PAGE>

                             Williams Controls, Inc.
                   Notes to Consolidated Financial Statements
         (Dollars in thousands, except share and per share information)
                                   (Unaudited)

       Cautionary  Statement:  This report contains  forward-looking  statements
       within the meaning of the  Private  Securities  Litigation  Reform Act of
       1995.  Forward-looking  statements  include,  without  limitation,  those
       statements  relating  to  development  of  new  products,  the  financial
       condition of the  Company,  the ability to increase  distribution  of the
       Company's  products,  integration  of  businesses  the Company  acquires,
       disposition of any current business of the Company. These forward-looking
       statements  are subject to the business  and economic  risks faced by the
       Company.  The Company's actual results could differ materially from those
       anticipated  in  these  forward-looking  statements  as a  result  of the
       factors  described  above and other factors  described  elsewhere in this
       report.

1.     Organization

       Williams  Controls,  Inc.,   including   its  wholly-owned  subsidiaries,
       Williams Controls Industries,  Inc.  ("Williams");  Aptek Williams,  Inc.
       ("Aptek");  Premier  Plastic   Technologies,   Inc.  ("PPT");   ProActive
       Acquisition   Corporation   ("ProActive");   Williams  Automotive,  Inc.;
       GeoFocus,  Inc.  ("GeoFocus");  NESC Williams,  Inc.  ("NESC");  Williams
       Technologies, Inc. ("Technologies");  Williams World Trade, Inc. ("WWT");
       Kenco/Williams, Inc. ("Kenco"); Techwood Williams, Inc. ("TWI");  Agrotec
       Williams,  Inc.   ("Agrotec")  and  its  80%  owned  subsidiaries  Hardee
       Williams, Inc. ("Hardee") and Waccamaw Wheel Williams, Inc.  ("Waccamaw")
       is hereinafter referred to as the "Company" or "Registrant."

2.     Interim Consolidated Financial Statements

       The  unaudited  interim  consolidated   financial  statements  have  been
       prepared by the Company  and, in the opinion of  management,  reflect all
       material  adjustments  which are necessary to a fair statement of results
       for  the  interim  periods   presented.   The  interim  results  are  not
       necessarily  indicative  of the results  expected  for the entire  fiscal
       year. Certain information and footnote disclosure made in the last annual
       report on Form  10-K  have been  condensed  or  omitted  for the  interim
       consolidated  statements.  Certain  costs are estimated for the full year
       and allocated to interim  periods based on activity  associated  with the
       interim  period.   Accordingly,   such  costs  are  subject  to  year-end
       adjustment.   It  is  the  Company's   opinion  that,  when  the  interim
       consolidated  statements are read in  conjunction  with the September 30,
       1999 annual report on Form 10-K, the disclosures are adequate to make the
       information presented not misleading.  The interim consolidated financial
       statements include the accounts of the Company and its subsidiaries.  All
       significant intercompany accounts and transactions have been eliminated.

3.     Comprehensive Income (Loss)

       In June 1997, the Financial  Accounting  Standards  Board ("FASB") issued
       Statement of Financial  Accounting  Standards  ("SFAS")  130,  "Reporting
       Comprehensive  Income",  which requires  companies to report a measure of
       all changes in equity except those  resulting from  investments by owners
       and distributions to owners.  Total  comprehensive  income (loss) for the
       three  and nine  months  ended  June 30,  2000  and 1999 was  $(579)  and
       $(2,378),  $(1,016) and $130,  respectively,  and consisted solely of net
       earnings (loss). As of June 30, 2000, accumulated  comprehensive loss was
       $(4,149) and consisted of accumulated deficit.

4.     Earnings (loss) per Share

       Effective  in its fiscal  year ended  September  30,  1998,  the  Company
       adopted SFAS 128,  "Earnings Per Share".  SFAS 128  prescribes  Basic and
       Diluted Earnings Per Share ("EPS") calculations.  Basic EPS is calculated
       using the weighted  average number of common shares  outstanding  for the
       period and diluted EPS is calculated using the weighted average number of
       common shares and dilutive common equivalent shares outstanding.



                                       4
<PAGE>

                             Williams Controls, Inc.
             Notes to Consolidated Financial Statements (continued)
         (Dollars in thousands, except share and per share information)
                                   (Unaudited)

       Following is a reconciliation of basic EPS and diluted EPS:

<TABLE>
<CAPTION>
<S>                                           <C>                                <C>
                                               Three Months Ended                  Three Months Ended
                                                  June 30, 2000                      June 30, 1999
                                         --------------------------------    -------------------------------
                                                                  Per                                Per
                                                                 Share                              Share
                                           Loss      Shares      Amount        Loss      Shares     Amount

       Earnings (loss)                    $  (579)                           $(2,378)
       Less-Preferred stock dividends        (148)                              (149)
                                         ---------                          ---------
       Basic EPS-
         Earnings (loss)
         allocable to common
         shareholders                        (727)  19,789,396   $(0.04)      (2,527)   18,363,343  $ (0.14)
                                         ---------  ----------  --------    ---------   ----------  --------
       Effect of dilutive securities -
         Stock options and warrants             -            -                      -            -
         Convertible preferred stock            -            -                      -            -
                                         ---------  ----------              ---------   ----------
       Diluted EPS -
         Earnings (loss) allocable to
         common  shareholders             $  (727)  19,789,396   $(0.04)     $(2,527)   18,363,343  $ (0.14)
                                         =========  ==========  ========    =========   ==========  ========



                                                Nine Months Ended                  Nine Months Ended
                                                  June 30, 2000                      June 30, 1999
                                         --------------------------------    -------------------------------
                                                                  Per                                Per
                                                                 Share                              Share
                                          Income     Shares      Amount       Income     Shares     Amount

       Earnings (loss)                    $(1,016)                           $   130
       Less-Preferred stock dividends        (442)                              (449)
                                         ---------                          ---------
       Basic EPS-
         Earnings (loss)
         allocable to common
         shareholders                      (1,458)  19,787,131   $(0.07)        (319)   18,313,559  $ (0.02)
                                         ---------  ----------  --------    ---------   ----------  --------
       Effect of dilutive securities -
         Stock options and warrants             -            -                     -             -
         Convertible preferred stock            -            -                     -             -
                                         ---------  ----------              ---------   ----------
       Diluted EPS -
         Earnings (loss)
         allocable to common
         shareholders                     $(1,458)  19,787,131   $(0.07)     $  (319)   18,313,559  $ (0.02)
                                         =========  ==========  ========    =========   ==========  ========
</TABLE>

       At June 30, 2000 and 1999, the Company had options and warrants  covering
       3,901,673  and 3,417,886  shares,  respectively  of the Company's  common
       stock outstanding that were not considered in the respective dilutive EPS
       calculations  since they would have been  antidilutive.  In 2000 and 1999
       conversion  of the  preferred  shares would have been  antidilutive  and,
       therefore,  was not considered in the computation of diluted earnings per
       share.


5.     Inventories

       Inventories consisted of the following:
                                          June 30,               September 30,
                                            2000                     1999
                                     ------------------        -----------------

       Raw material                      $  7,025                  $  6,867
       Work in process                        998                       697
       Finished  goods                      1,558                     2,264
                                     ------------------        -----------------
                                         $  9,581                  $  9,828
                                     ==================        =================

Finished goods include component parts and finished product ready for shipment.


                                       5
<PAGE>
                             Williams Controls, Inc.
             Notes to Consolidated Financial Statements (continued)
         (Dollars in thousands, except share and per share information)
                                   (Unaudited)

6.     Debt

       In February 2000 and April 2000, the Company amended its credit  facility
       with a bank (the "Bank").   Terms of the amendments extended the due date
       of  Term Loan III from February 1, 2000 to April 30, 2000,  advanced  the
       Company $1,000 under a new term loan ("Term Loan IV") which was due April
       30, 2000 and bears interest at the Bank's prime rate plus 1.25%, advanced
       $800 under Term Loan I (subject to adjustment for a subsequent  appraisal
       of certain equipment), and advanced certain lesser amounts as a result of
       the change in eligibility of certain receivables. Had a private placement
       of  debt  or  equity been successful before April 30, 2000, $1,000 of the
       first $3,000 of net proceeds received by  the Company  were to be paid to
       the Bank in payment of Term Loan IV and 75% of the net  proceeds received
       by  the  Company  in  excess  of  $3,000  were  to be paid to the Bank in
       payment of Term Loan III, until retired.  The Company completed a private
       placement in April 2000 (see note 8).  The  Bank  agreed that none of the
       proceeds received by the Company would be paid to the Bank.  In May 2000,
       the  Bank  amended  the  credit agreement to extend the due dates of Term
       Loans III and IV to July 15, 2000.   The Company did not repay Term Loans
       III and IV on July 15.

       In August 2000, the Bank amended the credit agreement to again extend the
       due dates of Term Loans III and IV to November  15,  2000,  increase  the
       stated interest  rate on the  revolving line of credit and all term loans
       by 2% and  reduce  the  sublimit  on  the  revolving  line of credit from
       $16,500 to $14,000 for accounts receivable and from  $8,000 to $6,000 for
       inventory.   In  connection with the amendment,  the  Company  agreed  to
       pledge 600,000 of the 1.4 million shares of 3DM International expected to
       be received upon the completion of  the  sale  of  the  Premier  Plastics
       Technologies  subsidiary and to reduce the revolving  credit facility $50
       per  month  either  as a  result  of  payments  received from the sale of
       certain inventory or through a further reduction of the  sublimit  on the
       revolving line of credit for inventory.  In  addition, if the Company  is
       successful in obtaining  additional  capital,  it has made commitments to
       the Bank to direct a portion of the proceeds from such additional capital
       in payment of outstanding  term  loans.   The  2%  increase in the stated
       rate of interest  on  the  revolving line of credit and the term loans is
       payable January 1, 2000.

       The Bank also amended certain financial covenants, as of and for the nine
       months  ended  June 30,  2000.   The  amendment  requires  the Company to
       maintain  certain tangible net worth,  which  requirement  was $11,000 at
       June 30, 2000 and achieve certain consolidated net  earnings  (loss) from
       continuing  perations, which requirement was ($1,100) for the nine months
       ended June 30, 2000.   The requirement to maintain a certain debt service
       coverage  ratio  (as  defined  in  the  credit  agreement) was  waived at
       June 30, 2000.  The  Company was in compliance with the amended  tangible
       net  worth and consolidated net earnings  requirements as of and for  the
       nine  months ended June 30, 2000.  In consideration  for the most  recent
       amendment,  the  Company  has  agreed  to  pay $50  or $75 dependent upon
       whether the debt outstanding is paid to the Bank  before  October 1, 2000
       or  November 15, 2000.  If  the  debt  owed  to  the Bank is  not paid by
       November 16, 2000,  the cost of the amendment  will  increase to $100 and
       would be payable January 1, 2001.

       The Company has a real estate loan due to a bank, originally due June 15,
       2000, which due date has been extended to September 15, 2000.

7.     Impairment of Assets

       During  the  three  and  nine  months  ended  June 30,  1999 the  Company
       recognized a $5,278 loss from the  impairment of assets related to Kenco,
       the Company's former Automotive  Accessories business unit, consisting of
       the following items:

       At June 30, 1999,  the  Company had non-voting  preferred stock and notes
       and accounts   receivable   related  to  Kenco  Products,   Inc. ("KPI").
       In consideration  of  continuing  operating  losses of KPI, its inability
       to make payments to the Company  when due, and KPI's bank  notifying  KPI
       it was in default, and after evaluation of the business prospects of  KPI
       and its need for additional capital,  the  Company  determined it was not
       probable that it would  recover  the  value of the  preferred  stock  and
       notes and accounts receivable,  and an impairment  loss  totaling  $4,655
       was recorded for the three and nine months ended June 30, 1999.

       In addition,  the Company  recorded an impairment loss related to certain
       property  retained  from the Kenco sale.  The majority of the  impairment
       loss for property related to the sale in July 1999 of a building and land
       which were being  leased by KPI from the  Company.  The property was sold
       for cash  resulting in estimated  net proceeds of $1,818.  In  connection
       with the sale the Company  retired $891 of debt secured by the  property.
       Net proceeds to the Company of $927 were to be paid to a previous lender,
       on behalf of an affiliated  company,  under the terms of an intercreditor
       agreement. The estimated loss on the sale of land and building, which was
       recorded in loss from impairment of assets, was $528.

                                       6
<PAGE>

                             Williams Controls, Inc.
             Notes to Consolidated Financial Statements (continued)
         (Dollars in thousands, except share and per share information)
                                   (Unaudited)


8.     Convertible Debt

       In April  2000,   the  Company  issued  7.5%   convertible   subordinated
       debentures  in  an  aggregate  principal amount of $2,140,  due March 31,
       2003  including   $140  issued  in  lieu  of the  underwriting  fee.  Net
       proceeds  to   the  Company   after  expenses,  excluding  the  value  of
       warrants  issued,  were  $1,965 and were used for general working capital
       purposes.   The debentures are unsecured obligations,  subordinate to all
       senior indebtedness  (as defined).    The debentures are convertible into
       shares  of  the  Company's  common stock,  par value $.01 per share, at a
       conversion   price  of  $2.00 per share. In addition,  the Company issued
       to each  purchaser  of  debentures  a  three  year  warrant  to  purchase
       common stock  of the Company equal to  20%  of the shares of common stock
       into which  such  purchaser's  debenture is  convertible.    The exercise
       price of the  warrants is  $2.375,  per share.    The Company  issued the
       placement   agent  a   five  year  warrant  to  purchase  shares  of  the
       Company's  common  stock  equal  to  7.0%  of the total  shares of common
       stock  issuable  upon the  conversion of the  debentures.    The exercise
       price of the placement agent warrants is $2.40 per share.  The fair value
       of warrants issued, totaling  $166,  is included as  "Warrants  issued in
       private placements" within  Shareholders' Equity  with  an offset of $110
       against  the  "Convertible Subordinated Debt"  for the warrants issued to
       debenture  holders  and  an  increase  of  $56 in  other  assets  for the
       placement  agent  warrants  in  the   accompanying  Consolidated  Balance
       Sheet.    The discount of the debentures and  the debt issuance costs are
       being amortized using the effective interest method over the lives of the
       debentures.

9.     Acquisition

       In July,  1999, the Company  purchased the ProActive  Pedals  division of
       Active Tools  Manufacturing  Co., Inc.  ProActive Pedal is a designer and
       developer of patented  adjustable  foot pedal  systems and modular  pedal
       systems.  The purchase price included $5,750 in cash, plus the assumption
       of approximately  $286 in liabilities.  In addition,  the Company entered
       into a patent  license  with the patent  holder that  required an initial
       payment of $600 and minimum annual  royalty  payments of $95 per year for
       ten years. Assets acquired include tooling designs, technology and patent
       rights on adjustable  foot pedal  systems,  as well as designs of modular
       foot pedal systems.  The acquisition was accounted for using the purchase
       method of accounting and the results of operations of ProActive have been
       included in the  consolidated  results of  operations of the Company from
       the acquisition date. The purchase price allocation  resulted in a $1,750
       charge to operations for acquired  in-process  research and  development,
       determined  by  independent  appraisal,  for the year and  quarter  ended
       September 30, 1999.

       The following  unaudited proforma results of operations for the three and
       nine months ended June 30, 1999  include the results of ProActive  Pedals
       assuming such acquisition occurred as of October 1, 1998 and excludes the
       acquired in-process research and development charge.

                                               Three Months        Nine Months
                                                   Ended              Ended
                                               June 30, 1999      June 30, 1999
                                               -------------      -------------
        Sales                                     $ 15,833           $ 46,619
        Operating loss                              (4,020)              (301)
        Net Loss                                    (2,756)            (1,053)
        Net loss per share - basic                   (0.15)             (0.08)
        Net loss per share - diluted                 (0.15)             (0.08)



       The  purchase  was  financed  through the private  placement of 1,331,149
       shares of the Company's  common stock with net proceeds of  approximately
       $3,379.  In addition,  the Company  borrowed $2,500 from its bank under a
       new term loan facility ("Term Loan III").




                                       7
<PAGE>

                             Williams Controls, Inc.
             Notes to Consolidated Financial Statements (continued)
         (Dollars in thousands, except share and per share information)
                                   (Unaudited)


10.    Sale of the Agricultural Business Segment

On     May  3,  2000,   the  Company   completed  the  sale  of  the  previously
       discontinued Agriculture Equipment Segment operation. Proceeds at closing
       were $1,760 in cash and a note plus the  assumption  by the buyer of $200
       of liabilities.  In conjunction with the sale the Company received a note
       for $300 at 8% interest,  payable April 30, 2003. The agreement  provides
       for the sale of  existing  inventory  to the  buyer  from  the sale  date
       through  September  30,  2000.  The maximum  amount of such future  sales
       approximates  $1,200.  In conjunction  with the future sale of inventory,
       the Company  will receive a note at 8% interest,  for any  inventory  not
       purchased by September  30, 2000,  payable in three years,  with interest
       accruing from  September 30, 2000 to April 30, 2001. No loss in excess of
       that  previously  provided  was  realized  as a result of the sale of the
       discontinued Agriculture Equipment Segment.

11.    Sale of Premier Plastic Technologies, Inc.

       On July 11,  2000,  the  Company  announced  it had  signed a  definitive
       agreement  for the merger of the plastic  injection  molding  subsidiary,
       Premier Plastic Technologies, Inc., into 3DM International,  Inc. (3DMI).
       Proceeds  are   expected  to  be  1.4  million   shares  of  3DMI  stock,
       representing  approximately  7%  of  the  outstanding  3DMI  shares.  The
       transaction is intended to qualify as a tax-free reorganization under IRC
       Section 368(a)(1)(A).  No loss is expected to be realized under the terms
       of the  definitive  agreement.  Closing of the  transaction is subject to
       customary closing conditions, and 3DMI's payment of all advances relating
       to Premier Plastic  Technologies  under the secured lending facility with
       the Bank, subject to 3DMI obtaining sufficient financing.

       3DM  International  has also advanced  $500,000 to be held on account for
       the benefit of Premier Plastic Technologies, Inc., to be used for working
       capital  purposes.  The note is due upon closing of the  transaction  and
       includes  no stated  interest  rate.  The advance is  classified  as Note
       Payable on the accompanying consolidated balance sheet.

12.    Contingency

       In June 2000, the Company's  Chief  Financial  Officer  resigned from the
       Company.  No  settlement  agreement  has  been  reached,   therefore,  no
       corresponding   amounts  have  been  accrued  for  in  the   accompanying
       consolidated financial statements.

13.    Reclassifications

       Certain amounts  previously  reported in the  consolidated  statements of
       operations  for the three and nine  months  ended  June 30,  1999 and the
       consolidated   balance   sheet  as  of  September   30,  1999  have  been
       reclassified to conform to current fiscal year presentation.








                                       8
<PAGE>

                             Williams Controls, Inc.
             Notes to Consolidated Financial Statements (continued)
         (Dollars in thousands, except share and per share information)
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                <C>            <C>                <C>                <C>


14.    Segment Information
                                                                Three months       Three months       Nine months       Nine months
                                                                   Ended               Ended            Ended             Ended
                                                                  June 30,           June 30,          June 30,          June 30,
                                                                    2000               1999              2000              1999
                                                              ---------------     --------------    ---------------    ------------

Sales by classes of similar products from continuing
operations
   Vehicle components                                             $  17,563         $  14,867          $  49,495        $  44,181
   Electrical components and GPS                                        459               882              2,000            2,224
                                                               ---------------    --------------    ---------------    -----------
                                                                  $  18,022         $  15,749          $  51,495        $  46,405
                                                               ===============    ==============    ===============    ===========

Earnings (loss) from continuing operations
   Vehicle components                                             $     946         $  (3,123)         $   3,066        $   3,320
   Electrical components and GPS                                     (1,184)             (292)            (2,598)          (1,723)
                                                               ---------------    --------------    ---------------    -----------
                                                                  $    (238)        $  (3,415)         $     468        $   1,597
                                                               ===============    ==============    ===============    ===========

Capital expenditures
   Vehicle components                                             $     928         $     417          $   1,889        $   1,517
   Electrical components and GPS                                         80               269                267              477
                                                               ---------------    --------------    ---------------    -----------
Total capital expenditures                                        $   1,008         $     686          $   2,156        $   1,994
                                                               ===============    ==============    ===============    ===========


Depreciation and amortization
   Vehicle components                                             $     646         $     371          $   1,910        $   1,071
   Electrical components and GPS                                        100               109                275              307
                                                               ---------------    --------------    ---------------    -----------
Total depreciation and amortization                               $     746         $     480          $   2,185        $   1,378
                                                               ===============    ==============    ===============    ===========

Identifiable assets
   Vehicle components                                                                                  $  44,410        $  36,999
   Electrical components and GPS                                                                          11,911            8,575
   Corporate and other                                                                                     6,492            7,551
                                                                                                    ---------------    -----------
Total assets - continuing operations                                                                      62,813           53,125
Agricultural equipment - discontinued operations                                                               -            6,946
                                                                                                    ---------------    -----------
Total assets                                                                                           $  62,813        $  60,071
                                                                                                    ===============    ===========

</TABLE>

The Company has classified the investment in and note  receivable from affiliate
as well as other assets not  included in the vehicle  components  or  electrical
components and GPS segments as corporate assets.









                                       9
<PAGE>
                             Williams Controls, Inc.
                      Management's Discussion and Analysis
         (Dollars in thousands, except share and per share information)

  Item 2.

  Financial Position and Capital Resources
  Financial Condition, Liquidity and Capital Resources

  The  Company's  principal  sources  of  liquidity  are  funds  generated  from
  operations,  borrowings  under its credit  facility,  and capital  raised from
  private placements. At June 30, 2000, the Company's working capital was $6,451
  compared to $9,158 at  September  30,  1999 and the current  ratio was 1.33 at
  June 30, 2000 compared to 1.49 at September 30, 1999.

  Cash flows from  continuing  operations  were $1,979 for the nine months ended
  June 30, 2000  compared to $6,501 for the first nine months of fiscal 1999. In
  the nine months ended June 30, 2000, the primary reason for the decline in net
  cash provided by operating  activities of continuing  operations was decreased
  earnings,  after  considering  the  non-cash  impact of the  $5,278  loss from
  impairment of assets recorded in the nine months ended June 30, 1999. Net cash
  used in  discontinued  operations  was $211 in the nine months  ended June 30,
  2000 compared to $1,943 in the same period of 1999.  The decrease of $1,732 is
  primarily the result of proceeds  received  from the sale of the  discontinued
  Agricultural Equipment Segment in May 2000.

  In July 2000, the Company  announced it had signed a definitive  agreement for
  the merger of the  plastic  injection  molding  subsidiary,  Premier  Plastics
  Technologies,  Inc. and  3DM  International,  Inc. 3DM  International advanced
  $500 to be used for  general  working  capital  purposes  for the  benefit  of
  Premier Plastic Technologies.  The note is due upon closing of the transaction
  and includes nostated interest rate.

  In February 2000 and April 2000, the Company  amended its credit facility with
  a bank (the "Bank").   Terms of the  amendments  extended the due date of Term
  Loan III from February 1, 2000  to April 30, 2000, advanced the Company $1,000
  under a new term loan ("Term  Loan IV") which was due April 30, 2000 and bears
  interest at  the Bank's prime rate plus 1.25%, advanced $800 under Term Loan I
  (subject to  adjustment  for a  subsequent  appraisal  of certain  equipment),
  and advanced certain lesser amounts  as a result of the change in  eligibility
  of certain receivables.   Had  a  private  placement  of  debt  or equity been
  successful  before April 30, 2000,  $1,000 of the first $3,000 of net proceeds
  received  by the Company  were to be paid to the Bank in  payment of Term Loan
  IV  and  75%  of  the net proceeds received by the Company in excess of $3,000
  were to be paid to the Bank in payment of Term Loan III,  until retired.   The
  Company completed a private placement in April 2000  (see note 8).   The  Bank
  agreed that none of the proceeds received  by the Company would be paid to the
  Bank.  In May 2000, the Bank amended the  credit  agreement  to extend the due
  dates of Term Loans III and IV to July 15, 2000.   The  Company  did not repay
  Term Loans III and IV on July 15.

  In August 2000,  the Bank amended the credit agreement to again extend the due
  dates of  Term  Loans  III and IV to November 15, 2000,  increase  the  stated
  interest  rate on the  revolving  line  of credit and all term loans by 2% and
  reduce  the  sublimit on the revolving  line of credit from $16,500 to $14,000
  for accounts receivable and from $8,000 to $6,000 for inventory. In connection
  with the amendment,  the  Company  agreed to pledge 600,000 of the 1.4 million
  shares of 3DM International expected to be received upon the completion of the
  sale  of  the  Premier  Plastics Technologies  subsidiary  and  to  reduce the
  revolving  credit facility  $50 per  month  either  as a  result  of  payments
  received from the sale of certain  inventory  or through  a  further reductio
  of the sublimit  on the revolving line of credit for inventory.  In  addition,
  if the Company  is  successful  in obtaining additional  capital,  it has made
  commitments  to  the  Bank  to  direct  a  portion  of  the proceeds from such
  additional capital in payment of outstanding  term  loans.   The  2%  increase
  in the stated rate of interest  on  the  revolving line of credit and the term
  loans is payable January 1, 2000.

  The Bank  also amended  certain  financial  covenants,  as of and for the nine
  months ended June 30, 2000.    The amendment  requires the Company to maintain
  certain  tangible  net worth, which  requirement   was  $11,000  at  June  30,
  2000  and  achieve  certain  consolidated net earnings (loss) from  continuing
  operations, which requirement was ($1,100) for the nine months ended  June 30,
  2000.   The requirement to maintain a certain  debt  service   coverage  ratio
  (as defined in the credit agreement) was waived at June 30, 2000.  The Company
  was in compliance with the  amended  tangible  net  worth and consolidated net
  earnings requirements as of and for  the nine  months ended June 30, 2000.  In
  consideration  for the most recent  amendment,  the Company has  agreed to pay
  $50 or $75  dependent  upon whether the  debt  outstanding is paid to the Bank
  before October 1, 2000  or November 15, 2000.  If the debt owed to the Bank is
  not  paid by November 16, 2000,  the  cost  of  the amendment will increase to
  $100 and would be payable January 1, 2001.

  The  Company has a real  estate  loan due to a bank,  originally  due June 15,
  2000, which due date has been extended to September 15, 2000.



                                       10
<PAGE>
                             Williams Controls, Inc.
                Management's Discussion and Analysis (continued)
         (Dollars in thousands, except share and per share information)


  In April 2000, the Company issued 7.5% convertible  subordinated debentures in
  an aggregate  principal amount totaling $2,140, due March 31, 2003,  including
  $140 issued in lieu of the underwriting fee. Net proceeds to the Company after
  expenses,  excluding the value of warrants  issued,  were $1,965 and were used
  for  general   working   capital   purposes.   The  debentures  are  unsecured
  obligations,   subordinate  to  all  senior  indebtedness  (as  defined).  The
  debentures  are  convertible  into shares of the Company's  common stock,  par
  value $.01 per share,  at a conversion  price of $2.00 per share. In addition,
  the Company  issued to each  purchaser  of  debentures a three year warrant to
  purchase  common  stock of the  Company  equal to 20% of the  shares of common
  stock into which such purchaser's debenture is convertible. The exercise price
  of the warrants is $2.375 per share.  The Company issued the placement agent a
  five year warrant to purchase  shares of the  Company's  common stock equal to
  7.0% of the total shares of common stock  issuable upon the  conversion of the
  debentures.  The exercise  price of the placement  agent warrants is $2.40 per
  share.

  The Company has significant amounts of debt due within a relatively short time
  frame. In addition,  the Company has not been able to meet certain payment due
  dates for Term Loans III and IV and has received  extensions  of the due dates
  from the Bank.  Because of this  situation,  the Company is  pursuing  various
  alternatives for obtaining additional capital to support the Company's general
  working  capital  needs,  debt  repayment,  and  projected  growth and capital
  requirements.  Such alternatives include refinancing the debt structure of the
  Company,  utilizing  two  buildings in a financing  transaction  not currently
  fully  securitized  as  collateral,  and  obtaining  capital  from the private
  placement market.  Should the Company not be able to raise additional funds to
  pay the  debt  due in  September  and  November  2000,  it will  seek  further
  extension of the payment dates with the banks.


  Market  Risk  -  The  Company  has  not  entered  into  derivative   financial
  instruments. The Company may be exposed to future interest rate changes on its
  debt.  The Company does not believe that a  hypothetical  10 percent change in
  interest rates would have a material effect on the Company's cash flow.


  Recent  FASB  Pronouncement  - In June  1999  the  FASB  issued  Statement  of
  Financial Accounting Standards No. 137, "Accounting for Derivative Instruments
  and Hedging  Activities"  ("SFAS  137").  SFAS 137 is an amendment to SFAS 133
  "Accounting  for  Derivative  Instruments  and Hedging  Activities."  SFAS 137
  establishes accounting and reporting standards for all derivative instruments.
  SFAS 137 is effective  for fiscal  years  beginning  after June 15, 2000.  The
  Company does not have any derivative instruments and accordingly, the adoption
  of SFAS 137 will have no impact on the Company's financial position or results
  of operations.






                                       11
<PAGE>
                             Williams Controls, Inc.
                Management's Discussion and Analysis (continued)
         (Dollars in thousands, except share and per share information)



  Results of Operations
  Three months  ended June 30, 2000  compared to the three months ended June 30,
  1999

  Sales

  Sales from continuing operations increased $2,273, or 14.4%, to $18,022 in the
  third  quarter of fiscal 2000 from $15,749 in the third quarter of fiscal 1999
  primarily due to higher unit sales volumes in the Company's Vehicle Components
  segment.

  Sales in the Vehicle Components segment increased $2,696, or 18.1%, to $17,563
  in the third quarter of fiscal 2000 over levels  achieved in the third quarter
  of fiscal 1999 primarily due to increased  sales at PPT. Sales from continuing
  operations  in the  Company's  Electrical  Components  and GPS business  units
  decreased $423, or 48.0%, due to decreased unit sales of electrical components
  and the lack of a substantive contract at the GPS unit.

  Gross margin

  Gross margin from  continuing  operations  was $3,808 or 21.1% of sales in the
  third quarter of 2000,  compared to $4,383 or 27.8% of sales in the comparable
  1999 period.  Gross margin  decreased $575 in the third quarter of fiscal 2000
  as a result of reduced gross margins at the Vehicle  Components  business unit
  of $102  and at the  Electrical  Components  and GPS  business  unit of  $473.
  Reduced  margins at the Vehicle  Components  business unit were  primarily the
  result of a decrease in higher margin truck ETC sales.  The reduction in truck
  ETC sales at the Vahicle  Components  business unit is the result of a general
  slowdown in heavy and medium truck business  casued by rising  interest rates,
  higher fuel costs and the high number of used trucks  currently on the market.
  This slowdown in heavy and medium truck sales is expected to continue into the
  fourth fiscal quarter and into fiscal 2001.  Reduced margins at the Electrical
  Components  and GPS  unit  were  primarily  the  result  of  reduced  sales of
  electrical  components  and  lack  of  a  substantive  GPS  contract  with  no
  corresponding reduction in fixed overhead.

  The  Company's  plastic  injection   molding   subsidiary,   Premier  Plastics
  Technologies, Inc. ("PPT"), the operating results of which are included in the
  Vehicle Components segment,  reported a decreased loss from operations of $305
  to ($186) for the three months ended June 30, 2000  compared to ($491) for the
  same period of 1999.  Sales,  gross margin (loss) and  operating  loss for the
  three months ended June 30, 2000 were $3,721, $226, and ($186),  respectively,
  compared to $1,309, ($267) and ($491) in the prior fiscal period. The increase
  in sales is the result of new business  that was awarded and began  production
  in the second  quarter of fiscal  2000.  The Company  has signed a  definitive
  agreement for the merger of PPT into 3DM International, Inc. ("3DMI"). No loss
  is  expected  to be  realized  under  the terms of the  definitive  agreement.
  Closing of the  transaction  is subject to customary  closing  conditions  and
  3DMi's  payment of all  advances  relating  to PPT under the  secured  lending
  facility with the Bank,  subject to 3DMi obtaining  sufficient  financing.  In
  addition,  the  Company  has  entered  into  an  operating  agreement  with an
  affiliate of the potential  buyer is managing the operations of PPT during the
  interim period until the sale is consummated.

  Operating expenses

  Operating  expenses for continuing  operations  decreased $3,752, or 48.1%, to
  $4,046 in the third  quarter of fiscal  2000  compared  to $7,798 in the third
  quarter  of  fiscal  1999,  primarily  as a result  of the  $5,278  loss  from
  impairment in assets recognized in the fiscal 1999 period, partially offset by
  an increase of $1,051 in research and development expenses. Operating expenses
  as a percentage of net sales from continuing  operations decreased to 22.5% in
  the third  quarter of fiscal 2000  compared to 49.5% in the second  quarter of
  fiscal 1999.






                                       12
<PAGE>

                             Williams Controls, Inc.
                Management's Discussion and Analysis (continued)
         (Dollars in thousands, except share and per share information)


   Results of Operations
   Three months ended June 30, 2000  compared to the three months ended June 30,
   1999 (continued)

   Research and development expenses for continuing operations increased $1,051,
   or 103.3%,  to $2,068  during the third  quarter of fiscal  2000  compared to
   $1,017 in the third  quarter of fiscal 1999.  As a  percentage  of sales from
   continuing operations,  research and development expenses increased from 6.5%
   to 11.5%. Research and development expenses were increased for development of
   the  automotive ETC and  adjustable  foot pedal products  related to the 1999
   acquisition of ProActive  pedals and support of new product  development  for
   existing customers and for development of sensor-related  products.  Research
   and development expenses as a percentage of sales are expected to decrease in
   the fourth quarter of fiscal 2000 and in the fiscal year ending September 30,
   2001  as  the  focus  shifts  to   production   of   automotive   pedals  and
   sensor-related products.

   Administration expenses for continuing operations increased $452 or 44.8%, in
   the third  quarter of fiscal  2000 to $1,462  compared to $1,010 in the third
   quarter of fiscal  1999.  Administration  expenses as a percent of sales from
   continuing  operations  increased to 8.1% in the third quarter of fiscal 2000
   compared to 6.4% in the third  quarter of fiscal 1999.  Administration  costs
   increased primarily as a result of increased  administration costs of $176 at
   PPT to support  increased  plastic molding  contracts and the amortization of
   intangible assets as a result of an acquisition completed in the third fiscal
   quarter of 1999.

   Interest and Other Expenses

   Interest  expense from continuing  operations  increased $473, or 121.6%,  to
   $862 in the third  quarter of fiscal 2000 from $389 in the second  quarter of
   fiscal 1999. The increase was primarily the result of the following  factors:
   interest expense on the convertible  subordinated  debt issued in April 2000,
   increased  debt  owing to a Bank  during the  period  ended June 30,  2000 as
   compared to the same period in 1999 and a decreased allocation of interest to
   the discontinued  Agricultural Equipment Segment.  Allocated interest expense
   included in discontinued  operations for the quarters ended June 30, 2000 and
   1999 was $68 and $235, respectively.

   Discontinued operations

   No loss on the discontinued  operations of the Agricultural Equipment Segment
   was reported in the three months ended June 30, 2000 or 1999.  An expense for
   estimated  loss on disposal was  originally  recorded in September  1998.  As
   additional  information was gained, an additional  expense for estimated loss
   on disposal was recorded in September  1999. On May 4, 2000 Hardee  Williams,
   Inc., the primary component of the Agriculatural Equipment Segment, was sold.

   Net sales from the Agricultural  Equipment Segment declined $1,391, or 75.2%,
   to $459 in the third  quarter of fiscal 2000  compared to $1,850 in the third
   quarter  of  fiscal  1999.  The loss  from  operations  for the  Agricultural
   Equipment  Segment decreased $487 to a loss of $143 due to a $138 decrease in
   gross margin and $349 decrease in operating expenses.

   Net earnings (loss) allocable to common shareholders

   Net  earnings  (loss)  allocable  to common  shareholders  was  $(727) in the
   quarter  ended June 30, 2000  compared to ($2,527) in the  comparative  prior
   year period due to a decreased loss from operations.

   The effective  income tax rate was 38.4% for the quarters ended June 30, 2000
   and 1999.






                                       13
<PAGE>

                             Williams Controls, Inc.
                Management's Discussion and Analysis (continued)
         (Dollars in thousands, except share and per share information)


   Results of Operations
   Nine months  ended June 30, 2000  compared to the nine months  ended June 30,
   1999

   Sales

   Sales from continuing  operations  increased  $5,090, or 11.0%, to $51,495 in
   the nine  months  ended June 30, 2000 from  $46,405 in the nine months  ended
   June 30, 1999. The Company's Vehicle Components business unit produced $5,314
   or 12.0% more sales due to higher  unit sales  volumes.  The  increase in the
   Vehicle  Components  business  unit  resulted  primarily  from $3,394  higher
   plastic injection molding sales and automotive pedal sales. However, this was
   partially offset by $224 or 10.1% less sales in the Electrical Components and
   GPS business unit due to lower unit sales volumes.

   Gross margin

   Gross margin from decreased $2,708, or 19.4%, to $11,235  compared to $13,943
   in the nine months  ended June 30,  1999.  Gross margin  decreased  $2,119 or
   15.5%,  in  the nine months ended June 30,  2000 in the  Vehicle   Components
   segment  due  to  increased   gross  margin loss  approximating ($630) at the
   plastic injection molding subsidiary, increased information technology costs,
   decreased  absorption of overhead related to lower finished goods and work in
   process  inventory  levels,  as well as the impact from  product mix shifting
   slightly   away  from  higher  margin  ETC  sales.    Increased   information
   technology costs include the continued  implementation  of  a new  enterprise
   resource  planning  system  which  was  installed  in  July 1999,  additional
   expenses incurred for continued  support  of  an enterprise wide area network
   and  website  development.   The  Electrical Component and GPS segment margin
   decreased  $589,  from $248 in the nine months ended June 30, 1999  to ($341)
   in the  comparable  current  period,  primarily  the result of fixed overhead
   combined with declining  sales at the electronic components operations offset
   by  increased  margins of $414 at the GPS operation,  primarily the result of
   the completion of a GPS contract in the  current fiscal year.  Gross  margins
   as a percent of sales  decreased to 21.8% in the nine months  ended  June 30,
   2000  compared to 30.0% in the nine months  ended June 30, 1999.

   The  Company's  plastic  injection  molding   subsidiary,   Premier  Plastics
   Technologies,  Inc.  ("PPT"),  the operating results of which are included in
   the Vehicle Components segment, reported an increased loss from operations of
   $1,088 for the nine months ended June 30, 2000 compared to the same period of
   1999. Sales, gross margin (loss) and operating loss for the nine months ended
   June 30, 2000 were  $7,517,  ($909),  and ($2,088)  respectively  compared to
   $4,123, ($279) and ($1,000) in the prior fiscal period. The increase in sales
   is the result of new business  that was awarded and began  production  in the
   second quarter of fiscal 2000. The Company has signed a definitive  agreement
   for the  merger  of PPT into 3DM  International,  Inc.  ("3DMI").  No loss is
   expected to be realized under the terms of the definitive agreement.  Closing
   of the  transaction  is subject to  customer  closing  conditions  and 3DMI's
   payment of all advances  relating to PPT under the secured  lending  facility
   with the Bank, subject to 3DMI obtaining sufficient  financing.  In addition,
   the Company has entered into an operating  agreement  whereby an affiliate of
   the  potential  buyer is managing  the  operations  of PPT during the interim
   period until the sale is consummated.

   Operating expenses

   Operating  expenses decreased $1,579, or 12.8%, to $10,767 in the nine months
   ended June 30, 2000  compared  to $12,346 in the nine  months  ended June 30,
   1999 primarily as a result of $2,556 increased research and development costs
   and $1,263 increased administration costs offset by $120 less selling expense
   and $5,278 of loss on impaired assets recognized in the previous fiscal year.
   Operating  expenses  as a  percentage  of sales was 20.9% in the nine  months
   ended June 30, 2000 and 26.6% in the same period of 1999.  Operating expenses
   decreased  $1,456,  or 14.6%,  in the nine months  ended June 30, 2000 in the
   Vehicle Components segment including the impairment loss described above, and
   decreased  $123,  or  5.2%,  in the  Electrical  Components  and GPS  segment
   compared to the prior year period.






                                       14
<PAGE>

                             Williams Controls, Inc.
                Management's Discussion and Analysis (continued)
         (Dollars in thousands, except share and per share information)


   Results of Operations
   Nine months  ended June 30, 2000  compared to the nine months  ended June 30,
   1999 (continued)


   Research and  development  expenses  increased  $2,556,  or 95.3%,  to $5,239
   during the nine  months  ended June 30,  2000  compared to $2,683 in the nine
   months  ended  June  30,  1999.  As  a  percentage  of  sales,  research  and
   development  expenses increased from 5.8% to 10.2%.  Research and development
   expenses were increased to support new product development for the automotive
   and truck ETC and  adjustable  foot pedal  products,  and for  development of
   sensor-related products and for existing customers.  Research and development
   expenses  as a  percentage  of sales are  expected  to decrease in the fourth
   quarter of fiscal 2000 and in the fiscal year  ending  September  30, 2001 as
   the focus  shifts to  production  of  automotive  pedals  and  sensor-related
   products.

   Administration  expenses  increased  $1,263 in the nine months ended June 30,
   2000 as  compared  to the  same  period  in 1999.  The  primary  reasons  are
   increased  costs of $473 to  support  the  increased  volume  of sales at the
   plastic injection molding subsidiary,  increased  amortization of intangibles
   totaling $387 as a result of an acquisition  completed in fiscal 1999 as well
   as  start-up  costs  related  to  the  implementation  of  operations  at the
   automotive  pedal plant,  which is expected to commence  operations in August
   2000.

   Interest and Other Expenses

   Interest  expense  increased $866 to $2,053 in the nine months ended June 30,
   2000 from $1,187 in the nine months ended June 30, 1999.  The reasons for the
   increase were increased debt owing to a Bank,  increased capital leases and a
   decreased allocation of interest to the discontinued  Agricultural  Equipment
   Segment.  Allocation of interest to the discontinued  Agricultural  Equipment
   Segment  decreased by $229 in fiscal 2000 compared to fiscal 1999 as a result
   of significantly decreased net assets at this segment. In addition,  issuance
   of subordinated debt in April 2000 increased  interest expense  approximately
   $41.

   Discontinued operations

   No loss on the discontinued  operations of the Agricultural Equipment Segment
   was reported in the nine months  ended June 30, 2000 or 1999.  An expense for
   estimated  loss on disposal was  originally  recorded in September  1998.  As
   additional  information was gained, an additional  expense for estimated loss
   on disposal was recorded in September 1999. On May 4, 2000,  Hardee Williams,
   Inc., the primary component of the Agricultural Equipment Segment, was sold.

   Net sales from the Agricultural Equipment Segment declined $1,738 or 30.7% to
   $3,915 in the nine months ended June 30, 2000  compared to $5,653 in the nine
   months ended June 30, 1999.  The decline in sales was  primarily due to lower
   unit sales attributable to a poor farm economy.  The loss from operations for
   the Agricultural  Equipment Segment decreased $710 to $867 from $1,577 in the
   prior fiscal period as a result of reduced administration costs.

   Net earnings (loss) allocable to common shareholders

   Net earnings (loss) allocable to common shareholders was $(1,458) in the nine
   months ended June 30, 2000 compared to ($319) in the prior fiscal year due to
   decreased  earnings from operations  driven by lower gross margins and higher
   operating costs and interest expense, as described above.

   The effective  income tax rate for  continuing  operations  was 38.4% for the
   nine months ended June 30, 2000 and 1999.






                                       15
<PAGE>




                                     Part II

Item 1.   Legal Proceedings

               Hardee  Manufacturing  v.  Hardee  Williams,  Inc.  and  Williams
          Controls, Inc., Horry County, South Carolina (2000-CP-26-194):  In May
          2000,   litigation   was   commenced   against  the  Company  and  its
          wholly-owned  subsidiary,  Hardee  Williams,  Inc.  alleging  the late
          payment of interest resulting in default under the terms of a $750,000
          promissory  note  issued in  connection  with the  acquisition  of the
          assets of Hardee  Manufacturing  in February  1995. The Company denies
          the  allegations  and  intends  to  vigorously   defend  this  action.
          currently  this matter is in a preliminary  stage and no discovery has
          commenced.

Item 2.   Changes in Securities and Use of Proceeds

               On April 26,  2000,  the  Company  completed  the  issuance of an
          aggregate of 7.5%  convertible  subordinated  debentures due March 31,
          2003.  Taglich  Brothers,  Inc.  acted  as  placement  agent  for this
          offering.  Net proceeds to the Company were $1,965,000 after deducting
          expenses   of   the  offering   and  placment  agent   commissions  of
          approximately  175,000.  The debentures are convertible into shares of
          the Company's  common stock at a conversion  price of $2.00 per share.
          In  addition,  the  Company  also  issued  to  the  purchasers  of the
          debentures,  warrants  to acquire an  aggregate  of 214,900  shares of
          common  stock at an  exercise  price of $2.375 per share,  exercisable
          until April  2003.  The  placement  agent was issued  placement  agent
          warrants to acquire an  aggregate  of 71,150  shares of the  Company's
          common  stock at an  exercise  price of $2.40 per  share,  exercisable
          until April 2003. The offer and sale of the  debentures,  warrants and
          placement  agent  warrants  was exempt from  registration  pursuant to
          Section 4(2) of the Securities  Act of 1933, as amended,  and Rule 506
          of  Regulation  D  promulgated  thereunder,  for offers and sales made
          solely  to  "accredited  investors"  as  defined  under  Rule  501  of
          Regulation D.

Item 3.   Defaults Upon Senior Securities

          None

Item 4.   Submission of Matters to a Vote of Security Holders

          None

Item 5.   Other Information

          None


Item 6.   Exhibits and Reports on Form 8-K

           (a) Exhibits

                  4.1 - Form of Debenture  with  respect to  the  Company's 7.5%
                        Convertible  Subordinated  Debentures.   Incorporated by
                        reference  to  the Company's  Registration  Statement o
                        Form S-3, Commission File No. 333-43006.
                                                          -----

                 27.1 - Financial Data Schedule


           (b) Reports on Form 8-K
                 None










                                       16
<PAGE>







                             Williams Controls, Inc.

                                    Signature


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




                                         WILLIAMS CONTROLS, INC.




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




                                         By:  /s/  Kim L. Childs
                                            ------------------------------------
                                            Kim L. Childs,
                                            Corporate Controller and
                                            Principal Accounting Officer








Date:  August 21, 2000














                                       17
<PAGE>










                            Williams Controls, Inc.

                                    Signature


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



                                         WILLIAMS CONTROLS, INC.





                                         By:
                                            ------------------------------------
                                            Thomas W. Itin, Chairman and
                                            Chief Executive Officer



                                         By:
                                            ------------------------------------
                                            Kim L. Childs, Corporate Controller
                                            and Principal Accounting Officer





Date: August 21, 2000















                                       17