THIS DOCUMENT IS A COPY OF THE FORM 10-Q FILED ON 5-15-00 PURSUANT TO A RULE 201
TEMPORARY HARDSHIP EXEMPTION.



                                  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 March 31, 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
April 30, 2000: 19,917,478

<PAGE>

                             Williams Controls, Inc.

                                      Index


                                                                         Page
                                                                        Number

Part I.  Financial Information

  Item 1.       Financial Statements

                Consolidated Balance Sheets, March 31, 2000 (unaudited)
                   and September 30, 1999                                 1

                Unaudited Consolidated Statements of Operations,
                   three and six months ended March 31, 2000 and 1999     2

                Unaudited Consolidated Statements of Cash Flows,
                   six months ended March 31, 2000 and 1999               3

                Notes to Unaudited Consolidated Financial Statements      4-8

  Item 2.       Management's Discussion and Analysis
                   of Financial Condition and Results of Operations       9-14


Part II.  Other Information

  Item 1.      Legal Proceedings                                          15

  Item 2.      Changes in Securities and Use of Proceeds                  15

  Item 3.      Defaults Upon Senior Securities                            15

  Item 4.      Submission of Matters to a Vote of Security Holders        15

  Item 5.      Other Information                                          15

  Item 6.      Exhibits and Reports on Form 8-K                           15

                    Signature Page                                        16







<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>
                                                                               March 31,           September 30,
                                                                                 2000                  1999
ASSETS                                                                        (unaudited)
                                                                            -------------------------------------
Current Assets:
  Cash and cash equivalents                                                           $  750              $2,323

  Trade and other accounts receivable, less allowance of
      $257 and $484 in 2000 and 1999, respectively                                    11,507              11,187
  Inventories                                                                         10,277               9,828
  Deferred income taxes and other                                                      4,480               4,325
  Net assets held for disposition                                                      1,128                 360
                                                                            -----------------   -----------------
   Total current assets                                                               28,142              28,023

Property plant and equipment, net                                                     20,752              20,775
Investment in and note receivable from affiliate                                       5,782               6,152
Net assets held for disposition                                                          340                 500
Goodwill and intangible assets, net                                                    5,468               5,764
Deferred income taxes                                                                  3,168               3,025
Other assets                                                                             231                 265
                                                                            ----------------    -----------------
   Total assets                                                                      $63,883             $64,504
                                                                            ================    =================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Accounts payable                                                               $    10,022             $ 9,223
  Accrued expenses                                                                     3,582               3,449
  Current portion of long-term debt and capital leases                                 5,642               5,193
  Estimated loss on disposal                                                             138               1,000
                                                                            -----------------   -----------------
   Total current liabilities                                                          19,384              18,865

Long-term debt and capital lease obligations                                          23,927              24,743
Other liabilities                                                                      3,060               2,690

Commitments and contingencies

Shareholder' Equity:
  Preferred stock ($.01 par value, 50,000,000 authorized; 78,500 and
     80,000 issued and outstanding at March 31, 2000 and September 30,
     1999, respectively)                                                                   1                   1
  Common stock ($.01 par value, 50,000,000 authorized; 19,917,478 and
     19,898,728 issued and outstanding at March 31, 2000 and September 30,
     1999, respectively)                                                                 199                 199
  Additional paid-in capital                                                          21,611              21,574
  Accumulated deficit                                                                (3,422)             (2,691)
  Treasury stock (130,200 shares at March 31, 2000 and September
     30, 1999)                                                                         (377)               (377)
  Note Receivable                                                                      (500)               (500)
                                                                            -----------------   -----------------
   Total shareholder' equity                                                          17,512              18,206
                                                                            -----------------   -----------------
    Total liabilities and shareholders' equity                                       $63,883             $64,504
                                                                            =================   =================

</TABLE>

      The accompanying notes are an integral part of these balance sheets.
                                       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 months       Three months        Six months        Six months
                                                                   Ended              Ended              Ended             Ended
                                                                 March 31,          March 31,          March 31,         March 31,
                                                                   2000               1999               2000               1999
                                                               --------------     --------------     --------------    -------------

Sales                                                              $  17,596          $  16,257         $   33,473          $ 30,656
Cost of sales                                                         13,915             11,396             26,046            21,411
                                                               --------------     --------------     --------------    -------------
Gross margin                                                           3,681              4,861              7,427             9,245

Operating expenses:
  Research and development                                             1,474                893              3,171             1,541
  Selling                                                                425                511                865             1,008
  Administration                                                       1,578                769              2,685             1,684
                                                               --------------     --------------     --------------     ------------
    Total operating expenses                                           3,477              2,173              6,721             4,233
                                                               --------------     --------------     --------------     ------------

Earnings from  operations                                                204              2,688                706             5,012


Other (income) expenses:
   Interest income                                                      (40)               (97)              (110)             (222)
   Interest expense                                                      562                325              1,191               798
   Other (income) expense, net                                          (28)                  -               (36)               112
   Equity interest in loss of affiliate                                  150                 63                370               253
                                                               --------------     --------------     --------------     ------------
     Total other expenses                                                644                291              1,415               941
                                                               --------------     --------------     --------------     ------------


Earnings (loss) before income tax expense (benefit)                    (440)              2,397              (709)             4,071
Income tax expense (benefit)                                           (169)                920              (272)             1,563
                                                               --------------     --------------     --------------     ------------


Net earnings (loss)                                                    (271)              1,477              (437)             2,508
Dividends on preferred stock                                           (147)              (150)              (294)             (300)
                                                               --------------     --------------     --------------     ------------
Net earnings (loss) allocable to common shareholders               $   (418)          $   1,327         $    (731)          $  2,208
                                                               ==============     ==============     ==============     ============


Basic and diluted net earnings per common share                    $  (0.02)          $    0.07         $   (0.04)          $   0.12
                                                               ==============     ==============     ==============     ============
</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>


                                                                              Six months             Six months
                                                                                Ended                  Ended
                                                                           March 31, 2000          March 31, 1999
                                                                          ------------------    ---------------------
Cash flows from operating activities:
  Net earnings (loss)                                                             $   (437)               $    2,508
Adjustments to reconcile net earnings (loss) to net cash from continuing
operations:
  Depreciation  and amortization                                                      1,439                      898
  Equity interest in loss of affiliate                                                  370                      253
Changes in working capital of continuing operations:
  Receivables                                                                         (319)                      565
  Inventories                                                                         (449)                      689
  Accounts payable and accrued expenses                                                 785                  (1,026)
  Other                                                                                 335                     (90)
                                                                          ------------------    ---------------------
Net cash provided by operating activities of continuing operations                    1,724                    3,797

Cash flows from investing activities:
  Payments for property, plant and equipment                                        (1,148)                  (1,308)

Cash flows from financing activities:
  Repayments of long-term debt and capital lease obligations                        (2,368)                  (3,797)
  Borrowing under term notes                                                          1,800                    2,500
  Payments of preferred dividends                                                     (147)                    (300)
  Proceeds from issuance of common stock                                                 36                      119
                                                                          ------------------    ---------------------
Net cash used in financing activities of continuing operations                        (679)                  (1,478)

Net cash used in discontinued operations                                            (1,470)                  (1,002)

                                                                          ------------------    ---------------------
Net increase (decrease) in cash and cash equivalents                                (1,573)                        9


Cash and cash equivalents at beginning of period                                      2,323                    1,281

                                                                          ==================    =====================
Cash and cash equivalents at end of period                                        $     750               $    1,290
                                                                          ==================    =====================

Supplemental disclosure of cash flow information:
  Interest paid                                                                   $   1,170               $      737
  Income taxes paid                                                               $       -               $      495
  Income tax refunds                                                              $       -               $      328
                                                                          ==================    =====================

Supplemental disclosure of non-cash investing and financing activities:
  Note receivable for capital lease obligation                                    $       -               $    3,200
                                                                          ==================    =====================
  Tax benefits related to stock options                                           $       1               $      113
                                                                          ==================    =====================
  Capital lease obligations incurred                                              $     200               $      354
                                                                          ==================    =====================
  Preferred dividends accrued not paid                                            $     147               $        -
                                                                          ==================    =====================

</TABLE>







        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
                             Williams Controls, Inc.
              Notes to Unaudited Consolidated Financial Statements
               Three and Six Months ended March 31, 2000 and 1999
                (Dollars in thousands, except per share amounts)


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,  including  its
Agricultural  segment.  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 six months  ended March 31,  2000 and 1999 was $(271) and  $1,477,  and
     $(437)  and  $2,508  respectively,  and  consisted  solely of net  earnings
     (loss). As of March 31, 2000, accumulated other comprehensive income (loss)
     was $(3,422) and consisted of accumulated deficit.

                                       4
<PAGE>
4.   Earnings (loss) per Share

     Basic  earnings per share  ("EPS") and diluted EPS are  computed  using the
     methods prescribed by Statement of Financial  Accounting Standards No. 128,
     "Earnings Per Share".  Basic EPS is calculated  using the  weighted-average
     number of common  shares  outstanding  for the  period and  diluted  EPS is
     computed  using the  weighted-average  number of common shares and dilutive
     common equivalent shares outstanding.

     Following is a reconciliation  of basic EPS and diluted EPS from continuing
     operations:

<TABLE>
<CAPTION>
<S>                                      <C>                                <C>


                                               Three Months Ended                 Three Months Ended
                                                 March 31, 2000                     March 31, 1999
                                         -------------------------------    --------------------------------
                                                                 Per                                Per
                                                                Share                              Share
                                         Income     Shares     Amount       Income     Shares      Amount
       Earnings (loss) from
         operations                      $ (271)                            $1,477
       Less-Preferred stock dividends      (147)                              (150)
                                         --------                           --------
       Basic EPS-
         Earnings (loss) from
         operations allocable to
         common shareholders               (418)  19,786,742    $(0.02)      1,327   18,327,711      $ 0.07
                                                              ----------                          ----------
       Effect of dilutive securities -
         Stock options and warrants            -           -                     -      453,278
         Convertible preferred stock           -           -                   150    2,903,010
                                         -------- -----------               -------- -----------
       Diluted EPS -
        Earnings (loss) from
        continuing operations allocable
        to common shareholders            $(418)  19,786,742    $(0.02)     $1,477   21,683,999      $ 0.07
                                         -------- ----------- ----------    -------- -----------  ----------



                                                Six Months Ended                   Six Months Ended
                                                 March 31, 2000                     March 31, 1999
                                         -------------------------------    --------------------------------
                                                                 Per                                Per
                                                                Share                              Share
                                         Income     Shares     Amount       Income     Shares      Amount
       Earnings(loss) from operations     $(437)                             $2,508
       Less-Preferred stock dividends      (294)                              (300)
                                         --------                           --------
       Basic EPS -
        Earnings (loss) from operations
        allocable to common shareholders   (731)  19,782,585    $(0.04)       2,208  18,288,667      $ 0.12
                                                              ----------                          ----------
       Effect of dilutive securities -
         Stock options and warrants            -           -                      -     303,365
         Convertible preferred stock           -           -                    300   2,899,650
                                         -------- -----------               -------- -----------
       Diluted EPS -
        Earnings (loss) from continuing
        operations allocable to
        common shareholders                $(731)  19,782,585   $(0.04)      $2,508  21,491,682      $ 0.12
                                         -------- ----------- ----------    -------- -----------  ----------
</TABLE>

     At March 31, 2000 and 1999,  the Company had options and warrants  covering
     3,412,106 and 893,236 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 fiscal  2000
     conversion  of the  preferred  shares  would  have  been  antidilutive  and
     therefore was not  considered in the  computation  of diluted  earnings per
     share.

                                       5
<PAGE>

5.   Inventories

     Inventories consisted of the following:

                                        March 31,              September 30,
                                          2000                     1999
                                   -------------------     ---------------------

     Raw materials                     $   7,505                 $   6,867
     Work in process                         934                       697
     Finished goods                        1,838                     2,264
                                   -------------------      --------------------
                                       $  10,277                 $   9,828
                                   ===================      ====================

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

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,  advance 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%,  advance $800 under
     Term Loan I (subject to  adjustment  for a subsequent  appraisal of certain
     equipment), and advance 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. 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
     7). The Bank agreed that none of the proceeds received by the Company would
     be paid to the Bank.

     In addition,  under the  amendments  to the credit  facility with the Bank,
     certain  financial  covenants  were  revised.  The  amendments  require the
     Company to maintain  certain  tangible  net worth,  which  requirement  was
     $10,800 at March 31, 2000;  achieve  certain  consolidated  net income from
     continuing operations,  which requirement was $300 for the six months ended
     March 31, 2000;  and maintain a debt service  coverage ratio (as defined in
     the  agreement).  The Company was not in compliance  with the latter two of
     its financial  covenants as of and for the six months ended March 31, 2000.
     The Company has obtained a waiver of noncompliance  from the Bank and is in
     the process of amending its covenants for future periods. Additionally, the
     Bank has  indicated  it will  extend the due dates of the above  loans from
     April 30, 2000 to June 30, 2000.  In addition,  the amendment to the credit
     facility provides for additional capital leases during each fiscal year not
     to exceed $2,500.  The Company paid the Bank $50 and $20, respectively, for
     the amendments to the credit facility.

     The Company has a real estate loan due to a bank,  originally  due December
     5, 1999, which due date has been extended to June 15, 2000.


7.   Convertible Subordinated Debt

     In April 2000, the Company issued 7.5% convertible  subordinated debentures
     totaling  $2,140,  due March 31, 2003.  Net  proceeds to the Company  after
     expenses,  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. 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.

                                       6
<PAGE>
8.   Agriculture Equipment Segment

     In  May,   2000,   the  Company   completed  the  sale  of  its  previously
     discountinued Agriculture Equipment Segment operation.  Proceeds at closing
     were $1,760 in cash and notes 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.  Additional  proceeds,
     approximating  $1,200,  are expected to be realized on or before  September
     30,  2000 from the future  sale of  existing  inventory  to the  buyer.  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 until April 30, 2001.
     No loss in excess of that  previously  provided was realized as a result of
     the sale of the discountinued Agriculture Equipment Segment.


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  ended  September  30,  1999.  The
     technological  feasibility  of  the  acquired  technology,   which  has  no
     alternative future use, had not been established prior to the purchase. The
     allocation of the purchase price also resulted in $1,820 being allocated to
     developed  technology,  which is being  amortized over a seven year period.
     The excess of the purchase price over the fair value of the assets acquired
     and  liabilities  assumed of $2,162 was  recorded as goodwill  and is being
     amortized on a straight line basis over a 15 year period.

     The following  unaudited  proforma  results of operations for the three and
     six months  ended March 31, 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           Six Months
                                              Ended                  Ended
                                           March 31, 1999       March 31, 1999
                                           --------------       ---------------

     Sales                                    $ 16,284               $ 30,786
     Operating income                            1,973                  3,496
     Earnings from continuing operations           936                  1,468
     Net earnings per share - basic                .04                    .06
     Net earnings per share - diluted              .04                    .06


     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").

10.    Reclassifications

       Certain amounts previously  reported in the statements of operations for
       the six months ended March 31, 1999 have been reclassified to conform to
       current fiscal year presentation.

                                       7
<PAGE>

11.    Segment Information
<TABLE>
<CAPTION>
<S>                                                        <C>                 <C>                 <C>               <C>

                                                           Three months        Three months       Six months          Six months
                                                              Ended               Ended              Ended               Ended
                                                           March 31, 2000     March 31, 1999     March 31, 2000      March 31, 1999
                                                          ---------------     --------------     ---------------    ---------------

Sales by classes of similar products from
continuing operations
Vehicle  components                                          $   16,908          $ 15,542            $   31,932         $   29,313
Electrical components and GPS                                       688               715                 1,541              1,343
                                                          ---------------     --------------     ---------------     --------------
                                                             $   17,596          $ 16,257            $   33,473         $   30,656
                                                          ===============     ==============     ===============     ==============

Earnings (loss) from continuing operations
Vehicle                                                      $      470          $  3,301          $    2,120           $    6,443
components Electrical components  and GPS                          (266)             (613)             (1,414)              (1,431)
                                                          ---------------     --------------     ---------------     --------------

                                                             $      204          $  2,688          $      706           $    5,012
                                                          ===============     ==============     ===============     ==============

Capital expenditures
Vehicle                                                      $      766          $    445          $      961           $    1,100
components Electrical components and GPS                            183               168                 187                  208
                                                          ---------------     --------------     ---------------     --------------


Total capital expenditures                                   $     949           $    644          $    1,148           $    1,308
                                                          ===============     ==============     ===============     ==============


Depreciation and amortization
Vehicle components                                           $     646           $    400          $     1264           $     700
Electrical components and GPS                                       72                114                 175                 198
                                                          ---------------     --------------     ---------------     --------------

Total depreciation and amortization                          $     718           $    514          $    1,439           $    898
                                                          ===============     ==============     ===============     ==============


Identifiable assets
Vehicle components                                                                                 $   45,013           $ 41,791
Electrical components and GPS                                                                          11,620              8,340
Corporate                                                                                               5,782              5,887
                                                                                                 ---------------    ---------------
Total assets - continuing operations                                                                   62,415             56,018
Agricultural equipment - discontinued operations                                                        1,468              7,240
                                                                                                 ===============    ===============
Total assets                                                                                       $   63,883         $   63,258
                                                                                                 ===============    ===============
</TABLE>




The Company has classified the investment in and note  receivable from affiliate
as  a  corporate  asset  under  identifiable  assets.  Identifiable  assets  for
discontinued segments reflect the net assets held for disposition.

                                       8
<PAGE>

Item 2.
                             Williams Controls, Inc.
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                (Dollars in thousands, except per share amounts)



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  facilities  and  capital  raised from
private placements. The Company anticipates that cash generated from operations,
bank  borrowings  and from  private  placements  will be  sufficient  to satisfy
working capital and capital expenditure  requirements for current operations for
the next twelve  months.  At March 31, 2000, the Compan's  working  capital was
$8,754  compared to $9,158 at September  30, 1999 and the current ratio was 1.45
at March 31,  2000  compared  to 1.49 at  September  30,  1999.  Cash flows from
continuing  operations were $1,797 for the first six months ended March 31, 2000
compared  to $3,797 for the first six months of fiscal  1999.  In the six months
ended March 31, 2000, the primary reason for the decline in net cash provided by
operating  activities of continuing  operations  was decreased  earnings.  Also,
higher receivable and inventory  balances  contributed to the decline,  but were
more than offset by higher  depreciation and amortization and increased accounts
payable.  The Company's  discontinued  operations used cash of $1,470 and $1,002
for the six months  ended  March 31, 2000 and 1999,  respectively.  Cash used by
discontinued  operations  increased  primarily  because of reduced sales at this
segment.  In May  2000  the  Company  completed  the  sale  of its  discontinued
Agricultural Equipement segment (see Note 8).

In February 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%,  advance  $800 under Term Loan I (subject to
adjustment for a subsequent appraisal of certain equipment), and advance certain
lesser amounts as a result of the change in eligibility of certain  receivables.
Terms of the amendment  included that 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. 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.

In April,  2000, the Company  issued 7.5%  convertible  subordinated  debentures
totaling $2,140,  due March 31, 2003. Net proceeds to the Company after expenses
were $1,965 and was 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.  The Bank  waived  the  requirement  to pay  $1,000 of the
proceeds  obtained  from  the  private  placement  of  convertible  subordinated
indentures in repayment of Term Loan IV.

The Company is subject to certain financial  covenants under its credit facility
with the Bank. The Company is required to maintain  certain  tangible net worth,
which  requirement was $10,800 at March 31, 2000,  achieve certain  consolidated
net income (loss) from continuing operations, which requirement was $300 for the
six months ended March 31, 2000; and maintain a debt service  coverage ratio (as
defined in the  agreement).  The Company was in compliance with the tangible net
worth  requirement at March 31, 2000. The Company was not in compliance with the
net income (loss)  requirement  or the debt service  coverage ratio at March 31,
2000. The Bank has waived  compliance with the covenants  covering  consolidated
net income (loss) from continuing  operations and debt service coverage ratio at
March 31,  2000,  and  intends  to amend the  agreement  to  establish  adjusted
covenants during the third fiscal quarter.

Term Loan III,  previously  payable in three monthly  installments of $139 (plus
interest)  with the remaining  balance due on April 30, 2000,  and Term Loan IV,
previously due April 30, 2000 or upon the receipt of the proceeds from a private
placement, have had their due dates extended by the bank until June 30, 2000.

                                       9
<PAGE>

The Company is exploring various  alternatives for obtaining  additional capital
to support the Company's  projected growth,  additional research and development
costs  expected  to be  incurred  to support  such growth and for the payment of
current maturities of debt. In addition, the Company will continue to assess the
availability of capital from the private  placement  market.  Should the Company
not be able to raise  additional  funds to  repay  the debt due in June  2000 of
$3,599, 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  variable
interest rate debt. A  hypothetical  10 percent  change in interest  rates as of
March 31, 2000 would change the Company's cash interest expense by approximately
$227 on an annual basis.

Recent FASB Pronouncements - 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 is expected to
have no impact on the Company's financial position or results of operations.

                                       10
<PAGE>
                             Williams Controls, Inc.
                     Management's Discussion and Analysis of
                              Results of Operations

                (Dollars in thousands, except per share amounts)

Results of Operations
Three months ended March 31, 2000 compared to
the three months ended March 31, 1999

Overrview

Sales from continuing  operations  increased  $1,339, or 8.2%, to $17,596 in the
second  quarter of fiscal 2000 from $16,257 in the second quarter of fiscal 1999
due to higher unit sales volumes in the Company's Vehicle Components segment.

Earnings  from  continuing  operations  decreased  $2,484 to $204 in the  second
quarter of fiscal 2000 from  $2,688 in the second  quarter of fiscal  1999.  The
decrease was the result of  increased  cost of sales,  research and  development
expenses  and  administration  costs,  partially  offset by  increased  sales as
described above.

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 $1,095
in the three  months  ended March 31, 2000  compared to the same period of 1999.
Sales,  gross margin (loss) and operating  loss for the three months ended March
31, 2000 were  $2,566,  ($702),  and ($1,095)  respectively  compared to $1,377,
($74) and ($320) 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. PPT has been experiencing operating problems resulting from several
factors,  including  inefficient  production  from  defective  molds supplied by
customers,  a high  material  scrap rate and high  material  usage rate and from
operating problems on the manufacturing floor. In addition, PPT hired additional
employees in  anticipation  of new business  awarded by a customer,  one-half of
which  was  subsequently  withdrawn.  In March  2000,  the  Company  retained  a
consulting  firm to evaluate  PPT's  operating  problems,  assess its  workforce
levels,  and  evaluate the  profitability  of various  products.  Based upon the
review and an ongoing analysis of economic effects of various alternatives,  the
Company is considering its strategic  alternatives  including possibly disposing
of the operation. While no formal decision has been made regarding the potential
disposition of PPT, the Company has signed a non-binding letter of intent with a
buyer  that,  if  completed,  would  result  effectively  in the sale of PPT. In
addition,  the  Company  has  entered  into an  operating  agreement  whereby an
affiliate  of the  potential  buyer will  operate PPT during the interim  period
until  the  sale,  if  any,  is  consummated.  The  Company  is  evaluating  its
alternatives with respect to obtaining the greatest  shareholder value with this
subsidiary  and  expects to have a plan in place by the end of the third  fiscal
quarter of 2000.

The  effective  income tax rate was 38.4% for the quarters  ended March 31, 2000
and 1999, respectively.

Sales

Sales from continuing  operations in the Vehicle  Components  segment  increased
$1,366,  or 8.8%,  to $16,908 in the second  quarter of fiscal  2000 over levels
achieved in the second  quarter of fiscal 1999  primarily  due to higher at PPT.
Sales from continuing  operations in the Company's Electrical Components and GPS
segments  decreased  $25,  or  3.5%,  due to  lower  unit  sales  of  electrical
components.

                                       11
<PAGE>

Gross Margin


Gross  margin from  continuing  operations  was $3,681 in the second  quarter of
fiscal  2000  compared  to $4,861 in the second  quarter of fiscal  1999.  Gross
margin  decreased  $1,057 or 22.4%,  in the second quarter of fiscal 2000 in the
Vehicle  Components  segment due to reduced gross margins of $628 at the plastic
injection  molding  operation and increased  costs for  implementation  of a new
enterprise resource planning system and decreased absorption of overhead related
to  lower  inventory  levels  at one of its  plants.  The  gross  margin  in the
Electrical  Components  and GPS  segment  decreased  $123  to $27 in the  second
quarter of fiscal 2000 from $150 in the prior  period  primarily  as a result of
reduced sales of electrical  components and certain fixed overhead costs.  Gross
margins as a percent of sales decreased to 20.9% in the second quarter of fiscal
2000 compared to 29.9% in the second quarter of fiscal 1999.

Operating Expenses

Operating expenses for continuing operations increased $1,304, or 60%, to $3,477
in the second quarter of fiscal 2000 compared to $2,173 in the second quarter of
fiscal 1999.  Operating  expenses as a percentage  of net sales from  continuing
operations  increased to 19.8% in the second  quarter of fiscal 2000 compared to
13.4% in the second quarter of fiscal 1999.

Research and development  expenses for continuing  operations increased $581, or
65%, to $1,474 during the second  quarter of fiscal 2000 compared to $893 in the
second  quarter  of  fiscal  1999.  As a  percentage  of sales  from  continuing
operations,  research and  development  expenses  increased  from 5.5%% to 8.4%.
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.

Administration expenses for continuing operations increased $809 or 105%, in the
second  quarter of fiscal 2000 to $1,578  compared to $769 in the second quarter
of fiscal 1999.  Administration  expenses as a percent of sales from  continuing
operations  increased to 9.0% in the second  quarter of fiscal 2000  compared to
4.7% in the  second  quarter  of fiscal  1999.  Administration  costs  increased
primarily  as a  result  of  increased  administration  costs  of $144 at PPT to
support increased plastic molding contracts and $363 at the ProActive subsidiary
primarily  related to the  amortization  of intangible  assets as a result of an
acquisition completed in the third fiscal quarter of 1999.

Selling expenses decreased $86, or 2.4% of sales in the second quarter of fiscal
2000 compared to 3.1% of sales in fiscal 1999.

Interest and Other Expenses

Interest expense increased $237, or 73%, to $562 in the second quarter of fiscal
2000 from $325 in the second  quarter of fiscal  1999 due to higher  debt levels
and higher interest rates. Additionally,  allocated interest expense included in
discontinued  operations  for the quarters ended March 31, 2000 and 1999 was $44
and $107,  respectively.  Interest  income  decreased  $57, or 59% in the second
quarter of fiscal 2000 due primarily to interest on a state tax refund in fiscal
1999.

Discontinued operations

No loss on the discontinued  operations of the Agriculture Equipment Segment was
reported  in the three  months  ended  March 31,  2000 or 1999.  An expense  for
estimated  loss  on  disposal  was  recorded  in  September   1998.   Additional
information was gained, and an additional expense for estimated loss on disposal
was recorded in September 1999.

Net sales from the Agriculture  Equipment  segment declined $20, or 1% to $2,007
in the second quarter of fiscal 2000 compared to $2,027 in the second quarter of
fiscal 1999. The loss from  operations  for the  Agriculture  Equipment  segment
decreased $63 to $255 due to a $139  increase in gross  margins  offset by a $76
increase in operating expenses.

                                       12
<PAGE>


Results of Operations
Six months ended March 31, 2000 compared to the six months ended March 31, 1999


Overview

Sales from continuing  operations  increased  $2,817, or 9.2%, to $33,473 in the
six months  ended March 31, 2000 from  $30,656 in the six months ended March 31,
1999 due to higher  unit  sales  volumes  in the  Company's  Vehicle  Components
segment,  and higher sales from a GPS contract,  partially  offset by lower unit
sales volumes of  electrical  components in the  Electrical  Components  and GPS
segment.

Earnings from continuing operations decreased $4,306 to $706 in fiscal 2000 from
$5,012 in fiscal 1999. Earnings from continuing  operations  decreased $4,323 in
the  Company's  Vehicle  Components  segment  due to  increased  cost of  sales,
increased  research and development  costs and increased  administration  costs.
Losses from continuing operations decreased $17 in the Electrical Components and
GPS segment due to decreased  research and development  costs,  mostly offset by
lower gross margins of $116 due to certain fixed overhead costs.

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 $1,903
for the six months  ended  March 31,  2000  compared to the same period of 1999.
Sales, gross margin (loss) and operating loss for the six months ended March 31,
2000 were $3,796,  ($1,135), and ($1,903) respectively compared to $2,814, ($12)
and ($509) 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. PPT has been experiencing operating problems resulting from several
factors,  including  inefficient  production  from  defective  molds supplied by
customers,  a high  material  scrap rate and high  material  usage rate and from
operating problems on the manufacturing floor. In addition, PPT hired additional
employees in anticipation of new business  awarded by a customer,  approximately
one-half  of which  was  subsequently  withdrawn.  In March  2000,  the  Company
retained a consulting  firm to evaluate PPT's operating  problems,  assess PPT's
workforce levels, and evaluate the profitability of various products. Based upon
the review and an ongoing analysis of economic effects of various  alternatives,
the  Company  is  considering  its  strategic  alternatives  including  possibly
disposing of the operation. While no formal decision has been made regarding the
potential  disposition  of PPT, the Company has signed a  non-binding  letter of
intent with a buyer that, if completed,  would effectively result in the sale of
PPT. In addition, the Company has entered into an operating agreement whereby an
affiliate  of the  potential  buyer will  operate PPT during the interim  period
until  the  sale,  if  any,  is  consummated.  The  Company  is  evaluating  its
alternatives with respect to obtaining the greatest  shareholder value with this
subsidiary  and  expects to have a plan in place by the end of the third  fiscal
quarter of 2000.

Net  earnings  (loss)  allocable  to common  shareholders  was ($734) in the six
months  ended  March 31,  2000  compared  to $2,208  in the  prior  fiscal  year
primarily due to the reasons discussed above.

The effective income tax rate was 38.4 % for the six months ended March 31, 2000
and 1999, respectively.

Sales

Sales from continuing  operations in the Vehicle  Components  segment  increased
$2,619,  or 8.9%,  to $31,932 in the six months ended March 31, 2000 over levels
achieved  in the six  months  ended  March  31,  1999 due  primarily  to  higher
passenger  vehicle ETC sales of $1,393 and plastic  injection  molding  sales of
$920, offset by lower truck ETC sales of $732. Sales from continuing  operations
in the Company's Electrical Components and GPS segment increased $198, or 14.8%,
due to increased  sales from a GPS contract of $395,  partially  offset by lower
unit sales of electrical components.

                                       13
<PAGE>

Gross margin

Gross margin from  continuing  operations  decreased  $1,818,  or 20%, to $7,427
compared  to  $9,245  in the six  months  ended  March 31,  1999.  Gross  margin
decreased  $1,702 or 19%, in the six months  ended March 31, 2000 in the Vehicle
Components  segment due to decreased  margins at the plastic  injection  molding
subsidary  as well as increased  costs for  implementation  of a new  enterprise
resource  planning  system and  decreased  absorption  of overhead at one of the
plants.  The Electrical  Component and GPS segment margin  decreased  $116, from
$100 in the six  months  ended  March  31,  1999 to ($16) in the  prior  period,
primarily  the result of fixed  overhead  combined with  declining  sales at the
electronic  components operations offset by increased margins of $188 at the GPS
operation.  Gross  margins as a percent of sales  decreased  to 22.2% in the six
months ended March 31, 2000  compared to 30.2% in the six months ended March 31,
1999.

Operating expenses

Operating  expenses  increased $2,488, or 59%, to $6,721 in the six months ended
March 31,  2000  compared  to  $4,233 in the six  months  ended  March 31,  1999
primarily as a result of increased  research and development costs of $1,630 and
increased  administration costs of $1,001. Operating expenses as a percentage of
sales was 20.1% in the six  months  ended  March 31,  2000 and 13.8% in the same
period of 1999.  Operating  expenses increased $2,621, or 51%, in the six months
ended March 31, 2000 in the Vehicle  Components  segment and decreased  $133, or
8.7%, in the Electrical  Components  and GPS segment  compared to the prior year
period.

Research and development  expenses  increased  $1,630, or 106%, to $3,171 during
the six months  ended March 31, 2000  compared to $1,541 in the six months ended
March 31, 1999.  As a percentage  of sales,  research and  development  expenses
increased from 5.0% to 9.5%. 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.

Administration  expenses increased $1,001 in the six months ended March 31, 2000
as  compared  to the same period in 1999.  The  primary  reasons  are  increased
administration to support the increased volume of sales at the plastic injection
molding  subsidiary and increased  amortization of intangibles as a result of an
acquisition completed in fiscal 1999.

Interest and Other Expenses

Interest expense  increased $393, or 49% to $1,191 in the six months ended March
31, 2000 from $798 in the six months ended March 31,  1999.  The reasons for the
increase  were  higher  debt  levels  and  higher  interest  rates  as well as a
decreased  allocation  of interest  to the  discontinued  Agriculture  Equipment
Segment  of  $142 in  fiscal  2000  compared  to  fiscal  1999  as a  result  of
significantly  decreased net assets at this segment.  Interest income  decreased
$112 in the six months  ended March 31, 2000  compared to the same prior  period
primarily due to interest on a state tax refund of $85 which was received in the
fiscal 1999 period.

Discontinued operations

No losses on the discontinued  operations of the Agriculture  Equipment  Segment
was  reported in the six months  ended  March 31,  2000 or 1999.  An expense for
estimated  loss  on  disposal  was  recorded  in  September   1998.   Additional
information was gained, and an additional expense for estimated loss on disposal
was recorded in September 1999.

Net sales from the  Agriculture  Equipment  segment  declined  $347,  or 9.1% to
$3,456 in the six months  ended  March 31,  2000  compared  to $3,803 in the six
months  ended March 31,  1999.  The decline in sales was due to lower unit sales
attributable  primarily to a poor farm economy. The loss from operations for the
Agriculture  Equipment  segment  decreased  $224 to $723  from $947 in the prior
fiscal period as a result of reduced administration costs.


                                       14
<PAGE>




                                     Part II

Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities and Use of Proceeds

         None

Item 3.  Defaults Upon Senior Securities

         None

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

         On March 24,  2000 the  Company  held its annual  meeting of
         stockholders.  The  stockholders  re-elected  one  director  and
         approved an amendment to increase the number of shares  available  for
         grant under the  Company's  1995 Stock Option Plan from
         200,000 to 400,000 shares.

         The  tabulation of votes cast for the election of the director and
         amendment to the  Company's  1995 Stock Option Plan are as
         follows:

         Proposal Number One - Election of Director

                                             For                        Withheld
         Timothy S. Itin                  11,693,400                     174,090

         Proposal Number Two - Amendment to the 1995 Stock Option Plan

<TABLE>
<CAPTION>
<S>      <C>                              <C>               <C>              <C>              <C>

         Increased Shares from               For            Against          Abstentions      Not Voted
         200,000 to 400,000               11,654,286         198,631            13,773       10,870,604
</TABLE>


Item 5.  Other Information

         None


Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits
              27 - Financial Data Schedule
(b)      Reports on Form 8-K
              None

                                       15
<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.





                                      /s/  Gerard A. Herlihy
                                      ------------------------
                                      Gerard A. Herlihy,
                                      Chief Financial Officer



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








Date:  May 15, 2000







                                       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:
                                      Gerard A. Herlihy, Chief Financial Officer



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






Date: May 15, 2000






                                       16