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: December 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 January
31, 2001: 19,921,114


<PAGE>


                             Williams Controls, Inc.

                                      Index


                                                                           Page
                                                                          Number

Part I.  Financial Information

  Item 1.  Financial Statements

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

           Unaudited Consolidated Statements of Operations,
             three months ended December 31, 2000 and 1999
             (as restated)                                                  2

           Unaudited Consolidated Statements of Cash Flows,
             three months ended December 31, 2000 and 1999
             (as restated)                                                  3

           Notes to Unaudited Consolidated Financial Statements            4-7

  Item 2.  Management's Discussion and Analysis
             of Financial Condition and Results of Operations              8-11


Part II.  Other Information

  Item 1.  Legal Proceedings                                                12

  Item 2.  Changes in Securities and Use of Proceeds                        12

  Item 3.  Defaults Upon Senior Securities                                  12

  Item 4.  Submission of Matters to a Vote of Security Holders              12

  Item 5.  Other Information                                                12

  Item 6.  Exhibits and Reports on Form 8-K                                 12

           Signature Page                                                   12








<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>

                                                                          December 31,
                                                                              2000                 September 30,
                                                                          (unaudited)                  2000
                                                                       -------------------    ---------------------
                           ASSETS
Current Assets:
   Cash and cash equivalents                                                 $      -                 $      30
   Trade and other accounts receivable, less allowance of $895 and
     $508 at December 31, 2000 and September 30, 2000, respectively            10,731                    11,357
   Inventories                                                                  7,115                     8,016
   Other current assets                                                         1,119                     1,158
                                                                       -------------------    ---------------------
     Total current assets                                                      18,965                    20,561

   Property plant and equipment, net                                           18,854                    21,486
   Investment in and note receivable from affiliate                             1,615                     1,615
   Goodwill and intangible assets, net                                          5,021                     5,165
   Other assets                                                                   189                       322
                                                                       -------------------    ---------------------
     Total assets                                                            $ 44,644                 $  49,149
                                                                       ===================    =====================

            LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

Current Liabilities:
   Accounts payable                                                          $ 11,628                 $  11,363
   Accrued expenses                                                             4,873                     4,574
   Non-refundable deposit                                                         500                       500
   Current portion of long-term debt and capital leases                        21,634                    21,802
                                                                       -------------------     --------------------
      Total current liabilities                                                38,635                    38,239

Long-term debt and capital lease obligations                                    4,124                     4,567
Other liabilities                                                               3,431                     3,259
Convertible subordinated debt, net                                              2,051                     2,040

Commitments and contingencies

Shareholders' equity (deficit):
   Preferred stock ($.01 par value, 50,000,000 authorized;
      78,400 issued and outstanding at December 31, 2000
      and September 30, 2000)                                                       1                         1
   Common stock ($.01 par value, 50,000,000 authorized;
      19,921,114 issued at December 31, 2000 and
      September 30, 2000)                                                         199                       199
   Additional paid-in capital                                                  21,744                    21,744
   Accumulated deficit                                                        (24,664)                  (20,023)
   Treasury stock (130,200 shares at December 31, 2000
      and September 30, 2000)                                                    (377)                     (377)
   Note receivable                                                               (500)                     (500)
                                                                       -------------------     --------------------
      Total shareholders' equity (deficit)                                     (3,597)                    1,044
                                                                       -------------------     --------------------

        Total liabilities and shareholders' equity (deficit)                 $ 44,644                 $  49,149
                                                                       ===================     ====================




        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)


                                                Three months       Three months
                                                   Ended              Ended
                                                December 31,       December 31,
                                                    2000               1999
                                                                   (as restated,
                                                                    see Note 3)
                                               --------------     --------------

Sales                                             $14,979            $15,877
Cost of sales                                      12,624             11,386
                                               --------------     --------------
Gross margin                                        2,355              4,491

Operating expenses:
  Research and development                            945              1,697
  Selling                                             428                440
  Administration                                    2,415              1,852
  Loss on impairment of assets                      1,996                  -
                                               --------------     --------------
    Total operating expenses                        5,784              3,989
                                               --------------     --------------

Earnings (loss) from operations                    (3,429)               502

Other (income) expenses:
   Interest income                                      -                (70)
   Interest expense                                 1,073                629
   Other (income) expense, net                         (8)                (8)
   Equity interest in loss of affiliate                 -              1,366
                                               --------------     --------------
     Total other expenses                           1,065              1,917
                                               --------------     --------------


Loss from operations before
   income tax benefit                              (4,494)            (1,415)
Income tax benefit                                      -                103
                                               --------------     --------------

Net loss                                           (4,494)            (1,312)

Dividends on preferred stock                          147                147
                                               --------------     --------------
Net loss allocable to common
  shareholders                                    $(4,641)           $(1,459)
                                               ==============     ==============


Net loss per common share - basic                 $ (0.23)           $ (0.07)
                                               ==============     ==============
Weighted average shares used in per share
  calculation basic                              19,790,914         19,776,843
                                               ==============     ==============

Net loss per common share - diluted               $ (0.23)           $ (0.07)
                                               ==============     ==============
Weighted  average  shares  used in per  share
calculation - diluted                            19,790,914         19,776,843
                                               ==============     ==============





        The accompanying notes are an integral part of these statements.

                                       2
<PAGE>


                             Williams Controls, Inc.
                      Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)


                                              Three months        Three months
                                                 Ended               Ended
                                              December 31,        December 31,
                                                  2000                1999
                                                                  (as restated,
                                                                   see Note 3)
                                             --------------      ---------------
Cash flows from operating activities:
  Net loss                                     $ (4,494)            $ (1,312)
Adjustments  to reconcile net loss
  to net cash provided by operations:
      Depreciation and amortization                 967                  721
      Equity interest in loss of affiliate            -                1,366
      Loss from impairment of assets              1,996                    -
Changes in working capital:
      Receivables, net                              626                  834
      Inventories                                   901                 (928)
      Accounts payable and accrued expenses         564                  813
      Other                                         355                  153
                                             --------------      ---------------
Net cash provided by operating activities           915                1,647


Cash flows from investing activities:
  Payments for property, plant and equipment       (187)                (199)
                                             --------------      ---------------
Net cash used in investing activities              (187)                (199)


Cash flows from financing activities:
  Net repayments of long-term debt and capital
    lease obligations                              (611)              (2,480)
  Preferred dividends                              (147)                (147)
  Proceeds from issuance of common stock              -                   37
                                             --------------      ---------------
Net cash used in financing activities              (758)              (2,590)


Net decrease in cash and cash equivalents           (30)              (1,496)

Cash and cash equivalents at beginning of
  period                                             30                2,323
                                             --------------      ---------------
Cash and cash equivalents at end of period     $      -             $    827
                                             --------------      ---------------

Supplemental disclosure of cash flow
  information:
      Interest paid                            $     545            $    648
                                             --------------      ---------------
      Income taxes paid (refund)               $    (158)           $     15
                                             --------------      ---------------
      Capital leases for equipment             $       -            $    175
                                             --------------      ---------------



        The accompanying notes are an integral part of these statements.

                                      3
<PAGE>

                             Williams Controls, Inc.
              Notes to Unaudited Consolidated Financial Statements
                  Three Months ended December 31, 2000 and 1999
           (Dollars in thousands, except share and 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.  These  forward-looking  statements are subject to
     the business and economic risks faced by the Company  including the ability
     of the Company to generate or obtain sufficient working capital to continue
     its operations.  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"); 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, 2000 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.   Restatement

     During the fourth quarter of the year ended September 30, 2000, the Company
     applied the provisions of Emerging Issues Task Force 99-10 "Percentage Used
     to  Determine  the  amount of Equity  Method  Losses"  (EITF  99-10) in the
     calculation  of Equity  Interest in Loss of Affiliate  in its  Consolidated
     Financial  Statements.  This  pronouncement  provides for the percentage of
     ownership to be determined by the liquidation  order of the investment held
     to the total of each  particular  level of investment  held by the investor
     contained  in the  financial  statements  of the  investee.  The  Company's
     investment  in Ajay  Sports,  Inc.,  an  affiliate,  consists of common and
     preferred stock and notes  receivable.  For the first three quarters of the
     year ended September 30, 2000, the Equity Interest in Loss of Affiliate was
     computed  utilizing only the  percentage of common stock  ownership held by
     the Company in Ajay. The effect of EITF 99-10 in the fourth quarter of 2000
     was to  substantially  increase the  Company's  equity  interest in loss of
     affiliate  from amounts that were  recorded  using only the  percentage  of
     common stock  ownership.  EITF 99-10 was effective for the Company's  first
     quarter  of  fiscal  2000,  accordingly,   the  Company  has  restated  its
     previously  reported quarterly amounts to reflect the proper application of
     EITF 99-10. The effect of this restatement on the operating results for the
     three months ended December 31, 1999 is as follows:

                                              As Previously
                                                 Reported           As Restated
                                            ------------------     -------------

        Loss from operations before
             income tax benefit                 $    (269)           $ (1,415)

        Net loss                                     (166)             (1,312)

        Net loss allocable to common
             shareholders                            (313)             (1,459)


        Net loss per common share - basic           (0.02)              (0.07)

        Net loss per common share - diluted         (0.02)              (0.07)

     No  additional  income tax benefit was  recorded in the three  months ended
     December 31, 1999 as a result of the  restatement of the Equity Interest in
     Loss of Affiliate.


4.   Going Concern Matters

     The accompanying  consolidated financial statements have been prepared on a
     going concern basis,  which  contemplates the realization of assets and the
     satisfaction  of liabilities  in the normal course of business.  During the
     quarters ended December 31, 2000 and 1999, the Company  incurred  losses of
     $4,494 and $1,312,  respectively.  In addition,  accounts payable increased
     from  $11,363  at  September  30,  2000 to  $11,628 at  December  31,  2000
     including  significant  amounts which are past due; the  Company's  working
     capital deficit increased from ($17,678) at September 30, 2000 to ($19,670)
     at December 31, 2000; and stockholders' equity has decreased from $1,044 at
     September 30, 2000 to a deficit of $(3,597) at December 31, 2000.  Also, as
     described in Note 8 to the Unaudited Consolidated Financial Statements, the
     Company was not in  compliance  with its debt  covenants  for debt with its
     primariy  bank (the Bank) and the  Company has  extended  the debt due with
     another bank.  The Company was also in default on debt payments to the Bank
     for Bank Term  Loans III and IV.  Although  a  forebearance  agreement  was
     reached with the Bank through the original  terms of the loans,  no waivers
     have been  obtained  and the default has not been cured.  Furthermore,  the
     credit agreement with the Company's  primary bank matures on July 11, 2001.
     As a result,  although the  forebearance  agreement was reached the Company
     has classified its debt owed to the Bank of $20,013 as current  liabilities
     in the accompanying Consolidated Balance Sheet at December 31, 2000. During
     the three months ended December 31, 2000, the Company reached the borrowing
     capacity under its credit  agreement and required an  overadvance  from its
     primary bank to support  operations.  Due to the lack of borrowing capacity
     under the credit  facility,  the Company's  working  capital  deficit,  the
     Company's debts,  including accounts payable, and other factors as outlined
     herein, the Company has a significant lack of liquidity.  Accordingly,  the
     Company's  continuation as a going concern is dependent  upon,  among other
     things,  its  ability  to  generate   sufficient  cash  flow  to  meet  its
     obligations  on a timely  basis,  to comply  with the  terms of its  credit
     agreement,  to  obtain  additional  financing  or  refinancing  as  may  be
     required, and ultimately to attain profitability.

                                       4
<PAGE>

     The above matters raise a substantial  doubt about the Company's ability to
     continue as a going  concern.  The financial  statements do not include any
     adjustments  relating to the  recoverability  and  classification  of asset
     carrying amounts or the amount and classification of liabilities that might
     result should the Company be unable to continue as a going concern.

5.   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  (loss) for the three months
     ended  December 31, 2000 and 1999 was $(4,494) and $(1,312),  respectively,
     and  consisted  solely of net loss.  As of December 31,  2000,  accumulated
     other  comprehensive  loss  was  $(24,664)  and  consisted  of  accumulated
     deficit.

6.   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:

<TABLE>
<CAPTION>
<S>                                      <C>       <C>          <C>          <C>      <C>         <C>
                                               Three Months Ended                  Three Months Ended
                                                December 31, 2000                  December 31, 1999
                                                                                     (as restated)
                                         --------------------------------    -------------------------------
                                                                  Per                                Per
                                                                 Share                              Share
                                           Loss      Shares      Amount        Loss      Shares     Amount

       Net loss from operations          $(4,494)                             $(1,312)
       Less-Preferred stock dividends       (147)                                (147)
                                         ---------                           ---------
       Basic EPS-
         Net loss allocable to
         common shareholders             $(4,641)   19,790,914   $ (0.23)     $(1,459)  19,776,843   $(0.07)
                                                                =========                          =========
       Effect of dilutive securities -
         Stock options and warrants            -           -                        -           -
         Convertible preferred stock           -           -                        -           -
         Convertible subordinated debt         -           -                        -           -
       Diluted EPS -                     ---------  ----------                --------  ----------
         Net loss allocable to
         common shareholders             $(4,641)   19,790,914   $ (0.23)     $(1,459)  19,776,843   $(0.07)
                                         ========= ============ =========    ========= =========== =========
</TABLE>

     At  December  31, 2000 and 1999,  the  Company  had  options  and  warrants
     covering 3,690,629 and  3,558,797  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 both
     periods,  conversion of the preferred  shares and convertible  subordinated
     debt would have been  antidilutive  and therefore was not considered in the
     computation of diluted earnings per share.

7.   Inventories

     Inventories consisted of the following:

                                       December 31,            September 30,
                                           2000                     2000
                                   -------------------     ---------------------
       Raw material                      $4,922                    $6,108
       Work in process                      965                     1,088
       Finished goods                     1,228                       820
                                   ===================     =====================
                                         $7,115                    $8,016
                                   ===================     =====================


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


8.   Debt

     On June 30, 1998, the Company  restructured its credit facility with a bank
     (the "Bank") to consist of a revolving credit facility of up to $16,500,  a
     $3,100 term loan (Term Loan I) and a $2,700 real estate  loan.  In December
     1998,  the Company  borrowed  $2,500 under Term Loan II. In July 1999,  the
     Company  borrowed $2,500 under Term Loan III. In February 2000, the Company
     borrowed $1,000 as an overadvance  (Term Loan IV) of its credit  agreement.
     Under the revolver,  the Company can borrow up to $14,000 (as per amendment
     to  the  credit   agreement)  based  upon  a  borrowing  base  availability
     calculated using specified  percentages of eligible accounts receivable and
     inventory.  The revolver bears interest at the Bank's prime rate plus 2.00%
     (11.50% at December  31,  2000.) The Real Estate and Term Loan I loans bear
     interest  at the  Bank's  prime  rate  plus  2.25% and Term Loan III and an
     overadvance bear interest at the banks prime rate plus 3.25%. The loans and
     the revolving credit facility mature on July 11, 2001. The Real Estate loan
     is being  amortized  over twenty  years and Term Loan I is being  amortized
     over seven years with all remaining  principal  outstanding due at July 11,
     2001. The advance under Term Loan II was repaid during 2000.  Term Loan III
     is being amortized over eighteen months,  with an original maturity date of
     February 2000. The overadvance is non-amortizing  with an original maturity
     of July 15, 2000.  Subsequent  amendments to the credit agreement  provided
     for  payment  by  November  15,  2000,  of  both  Term  Loan  III  and  the
     overadvance.  The Company did not repay Term Loan III or the overadvance as
     per the amended due date,  and is in default  under the terms of the credit
     agreement under this provision.  All loans are secured by substantially all
     of the assets of the Company.


                                       5
<PAGE>

     The loan agreement prohibits payment of dividends by the Company except for
     the Series A  Preferred  dividend,  and  requires  the  Company to maintain
     minimum  working  capital of $12,000 and  minimum  tangible  net worth,  as
     defined, of $11,500.  The loan also prohibits  additional  indebtedness and
     common stock repurchases  except for through the use of proceeds from stock
     options exercised,  and restricts capital  expenditures to an amount not to
     exceed $10,500 for the two years ended September 30, 1999 and not to exceed
     $2,500  annually  thereafter.  In  addition,  the loan  limits  incremental
     operating lease obligations to $600 annually. Fees under the loan agreement
     include  an  unused  revolver  fee of .25%  and a  prepayment  penalty  fee
     declining  from 3% in 1998 to 0.5% in the year 2001.  The prepayment fee is
     waived if the loan is repaid  with  proceeds  from the sale of assets or is
     refinanced with an affiliate of the Bank. At December 31, 2000, the Company
     was not in  compliance  with its debt  covenants for debt with the Bank and
     was in default on debt payments to the Bank for Bank Term Loans III and IV.
     No  waivers  have  been  obtained  and  the  default  has not  been  cured.
     Furthermore,  the credit agreement with the Company's  primary bank matures
     on July 11, 2001.  As a result,  although the  forebearance  agreement  was
     reached,  the  Company  has  classified  all of its  debt  with the Bank of
     $20,013  as a current liability in the  accompanying  Consolidated  Balance
     Sheet at December 31, 2000. (See Note 1)


9.   Subsequent Event - Secured Subordinated Debt

     In February 2001, the Company  issued 12% secured  subordinated  debentures
     totaling  $5,000,  due March 1, 2002.  Net  proceeds to the  Company  after
     expenses,  were $4,576 and were used primarily for the payment of bank debt
     obligations.  The  debentures  are  secured by  mortgages  on certain  real
     property  owned  by  the  Company,  subordinate  to  certain  other  senior
     indebtedness  (as  defined).  In  addition,  the  Company  issued  to  each
     purchaser  of  debentures  a three  year  warrant  that  together  with the
     debentures may be used to purchase  common stock of the Company,  par value
     $0.01 per share, at $1.375 per share for each $2.00 of principal  amount of
     debentures  purchased.  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 number of warrants issued to the purchasers.


10.  Dispositions

     PPT
     ---

     In July 2000,  the  Company  entered  into an  agreement  to sell PPT,  its
     plastic injection molding subsidiary,  subject to certain conditions.  This
     transaction has not been consummated and is now no longer being pursued. As
     a result of the inability to sell PPT and after  reviewing PPT's history of
     operating  problems,  workforce levels and profitability,  the decision was
     made in February 2001, to close the operations of PPT. Management of PPT is
     in the  process  of winding up the  affairs  of PPT and has  evaluated  the
     realizability of the assets of PPT based on the closure.  Accordingly,  the
     Company has  recorded an  impairment  loss on PPT's  property,  plant,  and
     equipment of $1,996 and has also  established  additional  reserves of $100
     and $598 for  obsolete and excess  inventory  and  estimated  uncollectible
     accounts  receivable,  respectively.  Net sales and loss from operations of
     PPT were  $2,200 and  $(3,606)  and $1,230 and $(808) for the three  months
     ended December 31, 2000 and 1999, respectively.

     Geofocus
     --------

     On October 25, 2000, the Company announced it had signed a letter of intent
     for the sale of the GPS equipment subsidiary,  GeoFocus,  Inc. Subsequently
     the letter of intent was terminated.  Accordingly, GeoFocus continues to be
     consolidated in the accompanying  consolidated financial statements.  Total
     assets  of  GeoFocus  at  December  31,  2000  were  not  material  to  the
     consolidated financial statements.  Net sales and income (loss) of GeoFocus
     were $128 and $(147) and $388 and $33 for the three months  ended  December
     31, 2000 and 1999, respectively.


11.  Reclassifications

     Certain  amounts  previously  reported in the  financial  statements  as of
     September  30, 2000 and for the three months  ended  December 31, 1999 have
     been reclassified to conform to current fiscal year presentation.








                                       6
<PAGE>

12.    Segment Information

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

                                                                  Three months       Three months
                                                                     Ended               Ended
                                                                  December 31,       December 31,
                                                                      2000               1999
                                                                 ---------------     --------------

Sales by classes of similar products
Vehicle components                                                      $14,652            $15,024
Electrical components and GPS                                               327                853
                                                                 ---------------     --------------
                                                                        $14,979            $15,877
                                                                 ===============     ==============

Earnings (loss) from operations
Vehicle components
  Before loss on impairment of assets                                   $(  241)            $1,649
  Loss on impairment of assets                                           (1,996)                 -
                                                                 ---------------     -------------
  Total vehicle components                                               (2,237)             1,649
Electrical components and GPS                                            (1,192)            (1,147)
                                                                 ---------------     --------------
                                                                        $(3,429)            $  502
                                                                 ===============     ==============

Identifiable assets
Vehicle components                                                      $32,255            $46,383
Electrical components and GPS                                            10,504              9,085
Corporate                                                                 1,885              6,251
                                                                 ---------------     --------------
Total assets - continuing operations                                     44,644             61,719
                                                                 ---------------     --------------
Agricultural equipment - discontinued operations                              -                698
                                                                 ---------------     --------------
Total assets                                                            $44,644            $62,417
                                                                 ===============     ==============

Capital expenditures
Vehicle components                                                      $   182            $   195
Electrical components and GPS                                                 5                  4
                                                                 ---------------     --------------
Total capital expenditures                                              $   187            $   199
                                                                 ===============     ==============


Depreciation and amortization
Vehicle components                                                      $   903            $   618
Electrical components and GPS                                                64                103
                                                                 ---------------     --------------
Total depreciation and amortization                                     $   967            $   721
                                                                 ===============     ==============
</TABLE>


                                       7
<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

As shown in the  consolidated  financial  statements  during the quarters  ended
December  31,  2000 and  1999,  the  Company  incurred  losses of  $(4,494)  and
$(1,312), respectively. In addition, accounts payable has increased from $11,363
at  September  30, 2000 to $11,628 at December  31, 2000  including  significant
amounts  which are past due,  and the  Company's  working  capital  deficit  has
increased  from a deficit of  $(17,678)  at  September  30, 2000 to a deficit of
$(19,670) at December 31, 2000;  and  stockholders'  equity has  decreased  from
$1,044 at  September  30, 2000 to a deficit of $(3,597)  at December  31,  2000.
Also, as described in Note 8 to the Unaudited Consolidated Financial Statements,
the Company was not in compliance  with its debt covenants with the Bank and was
in  default  on debt  payments  to the Bank for Bank  Term  Loans III and IV. No
waivers have been  obtained  and the default has not been cured,  and although a
forebearance  agreement was reached with the Bank through the original  terms of
the  loans,  all of the debt with the Bank of  $20,013  has been  classified  as
current liabilities in the accompanying  Consolidated  Balance Sheet at December
31,  2000.  During the first  quarter of fiscal  2001,  the Company  reached the
borrowing  capacity under its credit  agreement and required an overadvance from
its primary bank to support  operations.  Due to the lack of borrowing  capacity
under the credit facility,  the Company's working capital deficit, the Company's
debts,  including  accounts payable,  and other factors as outlined herein,  the
Company  has  a  significant  lack  of  liquidity.  Accordingly,  the  Company's
continuation  as a going  concern is dependent  upon,  among other  things,  its
ability to generate  sufficient  cash flow to meet its  obligations  on a timely
basis, to comply with the terms of its credit  agreement,  to obtain  additional
financing  or  refinancing  as  may  be  required,   and  ultimately  to  attain
profitability.

In addition,  due to the Company's  financial  difficulties,  it has substantial
outstanding  payables with  essentially  all of its suppliers of raw  materials,
components and services. As a result of these long outstanding  payables,  these
vendors  could decide to  discontinue  the  Company's  supply of raw  materials,
components  and  services  which  could  cause  a  disruption  in the  Company's
production  and  operations.  The  Company's  business,   prospects,   financial
condition and results of operations may be materially adversely affected by such
a  disruption  or  delay.

The Company was able to raise $4,576 net of expenses from a Private Placement in
February  2001.  The  $4,576  raised  was in  the  form  of  $4,950  of  secured
subordinated debentures which are due March 1, 2002, bearing interest at 12% and
include  warrants to purchase the Company's common stock at $1.375 per share for
each  $2.00 of  principal  amounts of the  debentures  purchased.  Although  the
Company is out of  compliance  with its Bank's  debt  covenants,  a  forbearance
agreement  effective  through the terms of the loans has been agreed to with the
bank. The Company  engaged an investment  banking firm to investigate  strategic
alternatives available,  including selling all or part of the Company to a third
party or  raising  sufficient  equity  and/or  debt  financing  to  support  the
operations  of the  Company.  On February 22, 2001 the board of directors of the
Company announced that based on the review of these strategic  alternatives,  it
will  immediately  pursue  a sale of the  company  or its  individual  operating
subsidiaries as a means to maximize value to its  shareholders.  The Company has
retained the  investment  banking  firm of W.Y.  Campbell & Co. to assist in the
sale of the Company and its operating  units.  The Company has obtained  outside
debt  financing and a forbearance  from the Bank to enable the Company to pursue
the sale process,  however,  additional  financing may be required to accomplish
this.  There is no assurance  that the Company  will be able to obtain  adequate
working  capital in the  amounts  needed to sustain its  operations  or sell its
business or parts of it in a timely fashion. If the Company is not successful in
these  pursuits it may be forced into a  reorganization  under the United States
Bankruptcy Code.

The above  matters  raise a  substantial  doubt about the  Company's  ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments  relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might result should
the Company be unable to continue as a going concern.

Cash  decreased $30 at December 31, 2000  compared to September  30, 2000.  Cash
flow from  operations  decreased  from $1,647 for the quarter ended December 31,
1999 to $915 for the quarter ended December 31, 2000. The decrease was primarily
due to the increase in the net loss between  years.  The positive cash flow from
operations for 2001 differs from the net loss from operations  primarily because
of non cash operating  expenses of $967 for  deprecation  and  amortization,  an
impairment loss on assets at PPT of $1,996, a decrease in receivables of $626, a
decrease in inventory of $901,  and an increase in accounts  payable and accrued
expenses of $564.

Cash flow from  financing  activities  was a use of $758 for the  quarter  ended
December 31, 2000  compared to $2,590 for the quarter  ended  December 31, 1999,
reflecting net payments on debt of $375, $236 on capital lease obligations,  and
$147 for preferred stock dividends.




                                       8

                             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

Guaranty of  Affiliate  Debt
----------------------------
United States National Bank has notified the Company that it intends to exercise
its rights  under the  Company's  guaranty  of $1.3  million of the debt of Ajay
Sports, Inc. ("Ajay"),  an affiliate of the Company.  The Company's former chief
executive  officer,  Thomas W. Itin, who is an officer and  shareholder of Ajay,
has  guaranteed  this  obligation  to the Company,  along with certain loans and
investments  made by the Company to and in Ajay. Mr. Itin has taken the position
that, as a result of his retirement,  this guarantee and his other guarantees of
certain loans and investment in and to Ajay are no longer in effect. The Company
disagrees with the position taken by Mr. Itin.


Delisting from the Nasdaq National Market
-----------------------------------------
The Company  received  notice from the Nasdaq Stock Market that its net tangible
assets are below the required minimum for listing on the Nasdaq National Market.
The Company is currently  pursuing  various  alternatives to maintain listing on
the Nasdaq.  If the Company's  securities are delisted from the Nasdaq  National
Market, it may apply for listing on the Nasdaq SmallCap Market, provided at that
time it meets the  requirement  for  inclusion on that market.  If the Company's
securities  do not meet the  requirement  for  inclusion of the Nasdaq  SmallCap
Market,  the price of its common stock may be obtained on either the  electronic
bulletin board or on pink sheets.


Recent  Appointment of New CEO and CFO
--------------------------------------
The Company  has  recently  obtained a new CEO and CFO. On January 8, 2001,  the
board of directors  named Thomas K. Ziegler as chief  executive  officer,  chief
operating  officer and  president of the Company,  replacing  Thomas W. Itin who
retired from those same positions.  In addition on January 17, 2001, the Company
hired Dennis E. Bunday as chief financial officer.


Market Risk
-----------
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 end of period
interest rates would have a material effect on the Company's cash flow.


Recent FASB Pronouncements
--------------------------
In June 2000 the FASB issued  Statement of Financial  Accounting  Standards  No.
138, "Accounting for Certain Derivative  Instruments and Hedging Activities - an
amendment of FASB Statement No. 133" ("SFAS 138").  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
133,  as  amended  by SFAS  137 and 138  establishes  accounting  and  reporting
standards  for all  derivative  instruments.  SFAS 133 and 138 are effective for
fiscal years beginning after June 15, 2000. The Company adopted the new standard
in the period ended December 31, 2000. The Company has made an assessment of its
potential  derivative  instruments  and based on that assessment the adoption of
SFAS  133 and 138 has had no  impact  on the  Company's  financial  position  or
results of operations.



                                       9
<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 December 31, 2000 compared to the three months ended December
31, 1999, as restated (Note 3)


Sales
-----

Total sales  decreased  $898, or 5.6%, to $14,979 in the first quarter of fiscal
2001 from  $15,877 in the first  quarter of fiscal 2000  primarily  due to lower
unit sales volumes in the Company's Vehicle Components and Electrical Components
and GPS business segments.

Sales in the Vehicle  Components  segment  decreased $371 or 2.5%, to $14,652 in
the first  quarter of fiscal 2001 over levels  achieved in the first  quarter of
fiscal 2000 while the Electrical Components and GPS business segment experienced
a decrease in sales of $526 or 61.7%.  In the Vehicle  Components  segment,  PPT
increased  its plastic  injection  molding  sales  $1,041,  Aptek  increased its
automotive pedals sales $1,000,  and NESC increased its sales by $353.  However,
the  increases  were offset,  primarily  because  Williams  Controls  Industries
experienced  decreased  sales of  $2,750  primarily  in the  sale of  electronic
throttle controls (ETC). In the Electrical Components and GPS segment, decreased
sales resulted from lower unit sales of electrical components.


Gross margin and Impairment Loss
--------------------------------

Gross  margin  from  continuing  operations  was $2,355 or 15.7% of sales in the
first  quarter of 2001,  compared to $4,491 or 28.3% of sales in the  comparable
fiscal 2000 period. Gross margin decreased $2,136 or 47.6%, in the first quarter
of fiscal  2001.  In the  Vehicle  Components  business  segment,  gross  margin
decreased  $1,416 or 31.2% during the first quarter ended December 31, 2000 from
$4,534 for the first  quarter  ended  December  31, 1999 due  primarily to lower
sales levels,  decreased  absorption of overhead related to lower finished goods
inventory  levels, as well as the impact from product mix shifting slightly away
from higher margin ETC sales and incurred losses from PPT as discussed below.

The Electrical  Components and GPS segment also  recognized an increase in gross
margin loss of $720 from prior year quarter to date margin loss of $43. This was
primarily due to declining sales at the electronic components operations.

The  Company's  plastic  injection  molding and tooling  subsidiary  (PPT),  the
operating results of which are included in the Vehicle Components business unit,
reported  an  increase in loss from  operations  of $2,798 in the first  quarter
ended December 31, 2000 compared to the prior fiscal quarter loss. Sales,  gross
margin  (loss) and operating  loss for the quarter ended  December 31, 2000 were
$2,200,   $(853),   and  $(3,606)   compared  to  $1,230,   $(432)  and  $(808),
respectively,  in the prior fiscal quarter. In February 2001,  management of the
Company  announced  that it would close the  operations  of its PPT  subsidiary.
Management  is in the process of winding up the affairs of PPT and has evaluated
the  realizability of the assets of PPT based on the closure.  Accordingly,  the
Company has recorded an impairment loss on PPT's property,  plant, and equipment
of $1,996 in the  quarter  ended  December  31,  2000.  It has also  established
reserves  of $100 and $598 for  obsolete  and  excess  inventory  and  estimated
uncollectible accounts receivable, respectively.


Operating expenses
------------------

Operating expenses before loss on impairment of assets were $3,788 for the three
months ended December 31, 2000 compared to $3,989 for the comparable fiscal 2000
period,  a  decrease  of $201,  or 5.0% as a result of  decreased  research  and
development expenses. Operating expenses before loss on impairment of assets, as
a percentage  of net sales,  increased  to 25.3% in the first  quarter of fiscal
2001 compared to 25.1% in the comparable 2000 quarter.

Research  and  development  expenses  decreased  $752,  to $945 during the first
quarter of fiscal 2001 compared to $1,697 in the comparable  fiscal 2000 period.
As a percent of sales, research and development expenses decreased from 10.7% to
6.3%.  Research and  development  expenses were decreased by $212 in the Vehicle
Components  business  segment and by $540 in the  Electrical  Components and GPS
business segment.  This is primarily due to significant  expenditures and higher
payroll for employees  working for the Chrysler RS Program in early fiscal 2000.
This  program was  cancelled  during the latter half of fiscal  2000.  Last year
research and development  expenses 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. This year the
focus has shifted to  production of  adjustable  foot pedals and  sensor-related
products.

Administrative  costs  increased  $563 to $2,415  during the first quarter ended
December 31, 2000.  This was primarily  due to $137  decrease in the  Electrical
Components  and GPS  business  segment  offset by $700  increase  in the Vehicle
Components  business segment which includes the $513 reserve established for PPT
estimated uncollectible accounts receivable.




                                       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 December 31, 2000 compared to the three months ended December
31, 1999, as restated (Note 3)

Interest and Other Expenses
---------------------------

Interest  expense  increased  $444, or 70.6%,  to $1,073 in the first quarter of
fiscal 2001 from $629 in the first quarter of fiscal 2000  primarily  because of
the increased debt borrowing,  costs incurred in Company's attempt to refinance,
and interest expense no longer  allocated to the discontinued  operations of the
Agricultural Equipment segment which was sold in May of 2000. Interest allocated
to the discontinued Agricultural Equipment segment was $26 for the quarter ended
December 31, 1999.

The Company recognized no share of equity income (loss) in its affiliate,  Ajay,
for the quarter ended December 31, 2000 due to  unavailability  of  information.
The Company's  share of any loss is not expected to be material  based on Ajay's
previously  reported  results for  continuing  operations  for the period  ended
September  30, 2000 and the  Company's  percentage  to be used for recording its
equity  interest in results of  affiliate.  As such,  current  figures  report a
decrease  in  recognized  equity  loss in Ajay of $1,366 for the  quarter  ended
December 31, 2000 compared to the quarter ended  December 31, 1999 primarily due
to Ajay's prior year's losses from discontinued operations.


Net earnings available to common shareholders
---------------------------------------------

Net earnings (loss) allocable to common shareholders was $(4,641) in the quarter
ended  December  31, 2000  compared to  $(1,459) in the  comparative  prior year
period due to decreased  gross margins,  increased  administrative  and interest
expense and loss on  impairment of assets at PPT,  offset by decreased  research
and development expense and equity interest in loss of affiliate.

The  effective  income  tax rates were  0.00% and 7.28% for the  quarters  ended
December 31, 2000 and 1999, respectively. The Company is in a net operating loss
carryforward  position  and is  providing  a  100%  valuation  allowance  on all
deferred tax assets in the current fiscal year due to going concern issues.



                                       11
<PAGE>



                                     Part II

Item 1.   Legal Proceedings

          None

Item 2.   Changes in Securities and Use of Proceeds

          None

Item 3.   Defaults Upon Senior Securities

          On November 15,  2000,  the Company  defaulted  under the terms of its
          credit  agreement with the Bank when it failed to repay Term Loans III
          and  IV in  the  remaining  principal  amounts  of  $694  and  $1,000,
          respectively,  both due on November 15, 2000. As of December 31, 2000,
          the Company was not in  compliance  with its debt  covenants  with the
          Bank.  No waivers  have been  obtained  and the  default  has not been
          cured,  and although a forebearance  agreement was reached in February
          2001 with the Bank,  all of the debt with the Bank of $20,013 has been
          classified as current  liabilities  in the  accompanying  Consolidated
          Balance Sheet at December 31, 2000.

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
               None

(b)       Reports on Form 8-K
               None


                                       12
<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 K. Ziegler
                                                    ----------------------------
                                                    Thomas K. Ziegler
                                                    President and
                                                    Chief Executive Officer



                                                By: /s/ Dennis E. Bunday
                                                    ----------------------------
                                                    Dennis E. Bunday,
                                                    Chief Financial Officer








Date:  March 21, 2001








                                       13
<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.






                                                    ----------------------------
                                                    Thomas K. Ziegler
                                                    Presidend and
                                                    Chief Executive Officer




                                                    ----------------------------
                                                    Dennis E. Bunday,
                                                    Chief Financial Officer






Date:  March 21, 2001





                                       13