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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                         SEC File No:  000-18083
                                                                      ----------

                                  (Check One):
   __Form 10-K    __Form 20-F    __Form 11-K    xx Form 10-Q   __Form N-SAR
                                                --

                         FOR PERIOD ENDED: June 30, 2000
                                          --------------

                       [ ] Transition Report on Form 10-K
                       [ ] Transition Report on Form 20-F
                       [ ] Transition Report on Form 11-K
                       [ ] Transition Report on Form 10-Q
                       [ ] Transition Report on Form N-SAR

       For the Transition Period Ended: __________________________________

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.

      Nothing in this form shall be construed to imply that the Commission
                 has verified any information contained herein.

      If the notification relates to a portion of the filing checked above,
            identify the Item(s) to which the notification relates:
       ------------------------------------------------------------------



<PAGE>

                         PART I - REGISTRANT INFORMATION


                             Williams Controls, Inc.
                             -----------------------
                             Full Name of Registrant


                                      N/A
                            -------------------------
                            Former Name if Applicable

                              14100 SW 72nd Avenue
            ---------------------------------------------------------
            Address of Principal Executive Office (Street and Number)

                             Portland, Oregon 97224
                            ------------------------
                            City, State and Zip Code


                        PART II - RULES 12b-25(b) and(c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]  (a)  The reasons described  in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

[X]  (b)  The subject annual report, semi-annual  report,  transition  report on
          Form 10-K,  Form 20-F,  Form 11-K or Form N-SAR,  or portion  thereof,
          will be filed on or before the  fifteenth  calendar day  following the
          prescribed  due date;  or the subject  quarterly  report of transition
          report on Form 10-Q, or portion thereof will be filed on or before the
          fifth calendar day following the prescribed due date; and

[ ]  (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.


PART III - NARRATIVE

State below in reasonable  detail the reasons why the Form 10-K, Form 20-F, Form
11-K, Form 10-Q, Form N-SAR, or the transition report or portion thereof,  could
not be filed within the prescribed time period. (Attach extra sheets if needed.)

     The  Registrant is unable to file its Quarterly  Report on Form 10-Q within
     the prescribed time period as a result of  difficulties  encountered in the
     compilation  and  evaluation  of certain  information  that is  required to
     complete the preparation of the interim  consolidated  financial statements
     for the quarter ended June 30, 2000.


PART IV - OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification:

            Kim Childs, Corporate Controller             (520) 684-8617
          ------------------------------------     -----------------------------
                       (Name)                      (Area Code)(Telephone Number)

     (2)  Have all other periodic  reports required under Section 13 or 15(d) of
          the  Securities  Exchange Act of 1934 or Section 30 of the  Investment
          Company  Act of 1940  during  the  preceding  12  months  (or for such
          shorter)  period  that  the  registrant  was  required  to  file  such
          report(s) been filed? If the answer is no, identify report(s).

                  [X] Yes  [ ] No

     (3)  Is it anticipated that any significant change in results of operations
          from  the  corresponding  period  for the  last  fiscal  year  will be
          reflected  by the  earnings  statements  to be included in the subject
          report or portion thereof?

                  [ ] Yes  [X] No

          If  so,  attach  an  explanation  of  the  anticipated   change,  both
          narratively and quantitatively, and, if appropriate, state the reasons
          why a reasonable estimate of the results cannot be made.



<PAGE>


                             Williams Controls, Inc.
                 -----------------------------------------------
                  (Name of Registrant as specified in charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date:  August 14, 2000                By:  /s/ Thomas W. Itin
       ---------------                    --------------------------------------
                                               Thomas W. Itin,
                                               Chief Executive Officer


INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.



                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  Criminal
Violations (See 18 U.S.C. 1001).