****SECURITIES          AND EXCHANGE COMMISSION**Washington,       D.C. 20549
FORM 10-KSB

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

For the fiscal          year ended September 30, 2004

OR

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

For the transition          period from Not Applicable to Not Applicable

Commission          file number: 0-147

**HICKOK          INCORPORATED**

(Name of smallbusiness issuer in its charter)
**
****Ohio ****34-0288470 **(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) **10514 Dupont Avenue, Cleveland, Ohio ****44108 **(Address of principal executive offices) (Zip Code) **
**
Issuer's telephonenumber **(216) 541-8060**

Securities          registered pursuant to

Section 12(b)          of the Act:NONESecurities       registered pursuant to Section 12(g) of the Act:

Class ACommon Shares, $1.00 par value(Title     of  Class)
**

Check whether          the issuer (1) filed all reports required to be filed by Section 13   or   15(d)  of the Securities Exchange Act during the past 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 forthe  past 90 days.   **Yes  [X]  No[ ]**

Check if thereis no disclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained in this form, and no disclosure will be contained, to thebest of registrant's knowledge, in definitive proxy or information statements          incorporated by reference in Part III of this Form 10-KSB or any amendment         to this Form 10-KSB. **[X]**

             State issuer's revenues for its most recent fiscal year. $15,721,038

As of December          9, 2004, the Registrant had 762,588 voting shares of Class A Common    Stock      outstanding and 454,866 voting shares of Class B Common Stock   outstanding.      As of such date, non-affiliates held 709,657 shares of  Class A Common  Stock    and 233,098 shares of Class B Common Stock. Asof  December 9, 2004,  based    on the closing price of $6.95 per Class ACommon  Share on the Over  The Counter  Bulletin Board, the aggregate marketvalue  of the Class A Common   Stock held  by such non-affiliates was approximately  $4,932,116. There is   no trading market in the shares of Class B Common Stock.

Documents Incorporated          by Reference:**PART OF FORM 10-KSB ****DOCUMENT INCORPORATED          BY REFERENCE **Part III (Items 9,          10, 11, 12, 13 and 14) Portions of the Registrant's          Definitive Proxy Statement to be used in connection with its Annual    Meeting      of Shareholders to be held on February 23, 2005.

Except as otherwise      stated,    the information contained in this Form 10-KSB is as of September      30, 2004.

For the fiscal          years ended September 30, 2003 and 2004, Hickok Incorporated had revenues         of less than $25,000,000 and less than $25,000,000 in outstanding  voting       and non-voting common equity held by non-affiliates. As a result,  Hickok      met the definition of a small business issuer under Regulation  S-B and   has   elected to submit its future periodic reports in accordance  with the   disclosure   requirements for small business issuers under Regulation   S-B.

Table of Contents
**PART I.**ITEM 1. DESCRIPTION          OF BUSINESS
ITEM 2. DESCRIPTION OF PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERSTO  A  VOTE   OF  SECURITY     HOLDERS
**PART II.**ITEM 5. MARKET FOR COMMONEQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. MANAGEMENT'S DISCUSSION ANDANALYSIS     OF  FINANCIAL     CONDITION AND RESULTS
ITEM 7. FINANCIAL STATEMENTS
ITEM 8. CHANGES IN AND DISAGREEMENTS  WITH   ACCOUNTANTS    ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 8A. CONTROLS AND PROCEDURES
ITEM 8B. QUANTITATIVE AND QUALITATIVE DISCLOSURES       ABOUT MARKET RISK
F-1: REPORT OF INDEPENDENT REGISTERED   PUBLIC ACCOUNTING FIRM
F-2: CONSOLIDATED BALANCE SHEET
F-3: LIABILITIES AND STOCKHOLDERS' EQUITY
F-4: CONSOLIDATED STATEMENT OF INCOME
F-5: CONSOLIDATED STATEMENT OF STOCKHOLDERS'      EQUITY
F-6: CONSOLIDATED STATEMENT OF CASH  FLOWS

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**1. NATURE OF OPERATIONS
2. SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES
3. SHORT-TERM INVESTMENTS
4. SHORT-TERM FINANCING
                5. LEASES
6. STOCK OPTIONS
7. CAPITAL STOCK, TREASURY STOCK, AND   CONTRIBUTED       CAPITAL
8. INCOME TAXES
9. EARNINGS PER COMMON SHARE
10. EMPLOYEE BENEFIT PLANS
11. GOODWILL
12. SEGMENT AND RELATED INFORMATION
13. TENDER OFFER
14. QUARTERLY DATA (UNAUDITED)
SELECTED FINANCIAL DATA

**PART III.**ITEM 9. DIRECTORS, EXECUTIVE       OFFICERS , PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION16(a)      OF  THE EXCHANGE ACT
ITEM 10. EXECUTIVE COMPENSATION
ITEM 11. SECURITY OWNERSHIP OFCERTAIN     BENEFICIAL      OWNERS  AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS
ITEM 12. CERTAIN RELATIONSHIPSAND   RELATED     TRANSACTIONS
ITEM 13. EXHIBITS
               ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
        

SIGNATURES
EXHIBIT INDEX
REPORT OF INDEPENDENT REGISTEREDPUBLIC    ACCOUNTING    FIRM AS TO CONSOLIDATED   SCHEDULES
SCHEDULE VIII - VALUATION AND QUALIFYING    ACCOUNTS
SCHEDULE IX - SHORT-TERM BORROWINGS

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**PART          I**
**

**ITEM 1. DESCRIPTION          OF BUSINESS**

General          Development of Business

Hickok Incorporated          was organized in 1915 as an Ohio corporation, and first offeredits    securities      to the public in 1959. Except as otherwise stated,the terms   "Company"   or  "Hickok" as used herein mean Hickok Incorporatedand its  two wholly-owned      subsidiaries, Supreme Electronics Corp. andWaekon Corp.

In February          1995 the shareholders approved a change in the Company's name to Hickok       Incorporated from The Hickok Electrical Instrument Company.Hickok develops       and manufactures products used by companies in the transportationindustry.       Primary markets served are automotive, aircraft, and locomotivewith  sales     to both original equipment manufacturers (OEM's) and to theautomotive    aftermarket.

Until the          mid 1980's Hickok was known primarily for its ability to develop and    manufacture     electronic instruments for electronic servicers, precision     indicating instruments    for aircraft, locomotive, and industrial applications,     and electronic teaching    systems for vocational schools. For the past   nineteen   years the Company  has used this expertise to develop and manufacture   electronic   diagnostic tools and equipment used by automotive technicians   in the automotive   market. This is now the Company's largest businesssegment.   The Company continues   to design and manufacture precision indicatinginstruments.   This segment  represents less than 15% of the Company's currentrevenue.

By the early          1990's the Company had become dependent on a few large OEM customers     for    the majority of its business. After recognizing this dependency  the   Company    tried several approaches to expand both its customer base  and  its product    lines utilizing its existing expertise and acquisitions  but  only had modest    success. The Company then determined that it was crucial  that it expand    its  automotive business by designing products and opening  sales channels   to the  automotive aftermarket. In February 1998 the Company  added new products   and  customers within the automotive aftermarket with  the acquisition of  Waekon  Industries, a privately owned company in Kirkwood,   Pennsylvania. Waekon manufactured  a variety of testing equipment used by   automotive technicians.

In addition,          the Company embarked on programs to design tools specifically tailored       to  the needs of the automotive aftermarket and develop a variety of  sales     channels  to the market. Since the acquisition, the Waekon name  is used   by  the Company  as a trademark to market its products to technicians  in  the automotive aftermarket  and for certain emission inspection grade  equipment    it manufactures. Also  the name Waekon-Hickok is used as atrademark  for   higher complexity equipment  primarily aimed at automotiveservice shops  as a shop tool. The Hickok brand  is used for a family of productsthat are  related to OEM grade tools sold  to automotive dealerships andmanufacturers.

The Company's          operations are currently concentrated in the United States of America.       Sales  are primarily to domestic customers although the Company also  makes     sales  to international customers through domestically based distribution       companies.  The Company established select market international service     center  arrangements  during fiscal 1995.

Recent   Developments

Since      the late 1990s the Board of Directors of the Company had numerous discussions      at regularly scheduled board meetings as to the costs associated, benefit      to shareholders and other matters concerning the Company's public reporting      status. With the advent of the Sarbanes-Oxley legislation in 2002 and  other    changes in securities laws these discussions intensified. At aDecember    2003   meeting the Board decided to seriously review the benefit/expense  relationship   for the Company and its' shareholders relative to the Company'spublic reporting   status. At a   February 2004 meeting the Board directedmanagement and the   Audit Committee   to obtain an appraisal and fairnessopinion related to  a possible tender  offer for the Company's shares heldby owners of 99 or fewer shares, and to further refine estimates of the expensesand benefits to shareholders related to the Company remaining public. At a special      meeting of the Board of Directors held on June 30, 2004, the Board concluded      a tender offer at a price of $10.00 per share was appropriate.  On August 11, 2004 the Company mailed to all shareholders an Offer to Purchase      for Cash all of its common shares held by shareholders that owned 99 or fewer    Class A common shares as of the close of business on August 2, 2004, subject    to the terms set forth in the Offer to Purchase and inthe  related Letter    of Transmittal and Supplement to Offer to Purchasefor Cash dated October    29, 2004. The purpose of the tender offer was generallyto reduce the number of shareholders of record to fewer than 300 to allowthe Company to terminate its' reporting obligation under the Securities Actof 1934. The tender offer was extended and expired on December 15, 2004.

The Board of Directors    and management pursued this offer      under the belief that the Company derives    little benefit from the status     of being a public company. In addition, the    costs associated with certain   provisions  of the Sarbanes-Oxley Act, which are   requiredto  be in place   in fiscal 2005  become even more significant given   oursize  and the relative   benefits we  can derive from being public.  Although      well intended,    Sarbanes-Oxley compliance could mean significant increases      for the Company in annual accounting,    legal and insurance costsfor remaining public and    could  significantly    affect the size of theBoard of Directors and the    time management  will be able to   devote tooperating the business. 

During the tender    offer a number     of brokerage firms  transferred nominees    from "street name" to individual registered shareholders   of Hickok Class A common stock    thereby creating additionalshareholders of record. As a  result these transfers     prevented the outcomesought by the Company.     At the close of the tender offer on December 15,2004 the Company purchased  6189 shares from 147 shareholders of record andseveral brokerage firms for $61,890. Following the completion of the tenderoffer the number of shareholders of record of the Company was approximately 400. Accordingly the Company has not beenable to terminate  its' registration obligations under the Securities Actof 1934 and expects  to incur additional expense in order to comply withthe provisions of the Sarbanes-Oxley  Act.

Operating          Segment Information

The Company's          operations are combined into two reportable business segments: 1)  indicators        and gauges and 2) automotive diagnostic tools and equipment.  Reference     is  made to "Segment and Related Information" incorporated in the following      financial  statements.

Indicators          and Gauges

For over ninetyyears the Company has developed and manufactured precision indicating instrumentsused in aircraft, locomotives and other applications. In recent years theCompany has specialized in aircraft and locomotive cockpit instruments. Withinthe aircraft market, instruments are sold primarily to manufacturers or servicersof business and pleasure aircraft. Within the locomotive market, indicatorsare sold to both original equipment manufacturers and to operators of railroadequipment. The Company added pressure gauges to its offerings to locomotivecustomers in 1996. Indicators and gauges represented approximately 10% of the Company's sales for fiscal2004 and 13% for fiscal 2003. A grouping of products, DIGILOG Instruments,       were certified with the FAA during fiscal 2002. The DIGILOG instrument       is   a customizable indicator that is a combination analog/digitalindicator        for  the aircraft market. It can be adapted to display awide variety    of   aircraft  parameters. The Company expects these instrumentsto have   broad   appeal in  the aircraft retrofit market, a new market forthe Company.

Automotive          Diagnostic Tools and Equipment

In the mid          1980's the Company began to concentrate on designing and marketing   instruments       used to diagnose automotive electronic systems. These products  were initially      sold to Ford Motor Company but are now sold both to Ford  and to the aftermarket      using jobbers, wholesalers andmobile distributors.   The Company increased      its aftermarket businesswith the acquisition,   in February 1998, of Waekon      Industries, a manufacturer of a variety  of testing equipment used by automotive     technicians. Leveraging on this  acquisition, the Company has designed and    introduced a number of new products  that increased product offerings in  the Waekon productline significantly.  The acquisition added new distribution     resourcesand new products for  the American aftermarket market coverage.    Additional distribution resources    have been added since the acquisition  and  the Company now has full North    American aftermarket market coverage.  Theaftermarket currently accounts    for approximately 79% of the Company's automotivediagnostic   and specialty tool sales.   In fiscal 2003 it represented approximately60%.   As a whole, automotive   diagnostic tools and equipment representedapproximately   90% of the Company's   sales for fiscal 2004 and 87% forfiscal 2003.

Fastening          control systems are some of the automotive products sold by theCompany.         Fastening instrumentation is used to monitor and controlpneumatic  and    electric   tools that tighten threaded fasteners in orderto provide  high    quality joint   control and documentation. With the introduction of products    such as the  pulse tool control and Windows based user station  software  the  Company is  expanding its customer base to include tool distributors    and heavy equipment  manufacturers. Recently single spindle air and pulse    tool controls, first  introduced in 1999, have become an important product    grouping that is expanding  the Company's penetration into heavy equipment    manufacturers.  In addition,  the Company has determined that the technology    used for these  fastening control  and documentation systems could have  applicability  to the automotive service  market.

New products          are an important part of the marketing package that enables growth   in   the    aftermarket. The Company maintains a increased engineeringstaff    skilled    in electronic and packaging design and in diagnosing vehicle   systems.  During    fiscal 2004 the Company devoted a substantial partof   its' engineering   resources  to two opportunities that could result in substantial  future sales.   There  is significant risk that these opportunities  could  be delayed or disappear,    however, the Company has chosen to accept  the risks.  As a result only three new   products were introduced to the aftermarket during the year compared to six or more product introductions in the previous several years. The Company   uses the Waekon brand for products that are primarily expected to sell to   individual technicians and for older products used in emissions inspection testing.   The Company uses the Waekon/Hickok   brand for products primarily targeted  toward shop purchase. The Hickok brand  is used for shop type products that  concentrate on high-level diagnostic   technologies generally single OEM focused.  Two of the three productsintroduced    to the aftermarket during fiscal 2004  were Waekon brand andone was Waekon/Hickok    brand. There were no Hickok brand  products introduced.In spite of the  limited  new product  introductions during  fiscal 2004revenues for aftermarket  products  increased  19%.

Packaging,          sales collateral for both users and sales channels, and field support      are    also an important element of product packages that the Company  offers.     The Company has continued to increase its' Sales and Marketing  expenses   as  the contribution of the aftermarket to total revenue hasexpanded.  The   ratio   of Sales/Marketing expense to aftermarket revenuehas been above  industry   norms for the past number of years. The Companydetermined that  this investment   in Sales/Marketing was necessary in orderto establish     itself in the aftermarket.    During fiscal 2004 theCompany continued     to concentrate on expanding services   that have proveneffective in increasing     aftermarket penetration. These initiatives  includedfurther enhancements     to the lead follow-up system and customer technical support and greater    emphasis on distributor promotion creative supportin  lieu of national  advertising.   During 2004 the Company decided to delayan Internet business   to business  capability   for representatives and distributorsthat the Company now intends to implement during fiscal 2005.

The Company          has developed a reputation of innovative tools for automotive diagnostics.          The intent is to leverage that reputation as the Company introduces    new    offerings. Being innovative causes a need to often train the technician      market  on the benefits of the product. An example of this is the On-Car      Injector  Flow Bench (OCIFB) the Company introduced several years ago  to the aftermarket.    Sales   of the product have been slowly increasing  as the market begins  to  understand   its' value. Recently a major OEMbecame   interested in the  products  ability   to substantially reduce their"no  trouble found" warranty  returns of fuel injectors.  The Company   hasbeen  adapting the OCIFB to increase its' utility  in the  OEM's diagnostic  processes.  No sales have resulted from these efforts  in  fiscal 2004and there  is a risk that no sales will ever result, however   it does represent a large potential opportunity.

NGS is a diagnostictool primarily used on Ford vehicles to diagnose electronic systems. Thisunit and software upgrades for the unit continued to represent over 25% ofthe Company's sales in fiscal 2004, down from 38% in fiscal 2003. The Companysells the product both to Ford dealerships and aftermarket service shops.The NGS unit provides aftermarket shops the same capability dealerships havefor diagnosing and servicing vehicles. Recently Ford introduced a new diagnostictool called VCM that works with the NGS on a new generation of vehicles thatuses CAN protocol for the diagnostic link. Ford has begun to transition theVCM from NGS to using a PDA device as the interface to the technician. Fordhas been receiving some resistance from the NGS customer base on this transitionplan. The Company plans to introduce the capability for the NGS to addressCAN protocol vehicles without use of the VCM early in calendar 2005. Theintroduction is expected to extend the useful life of the NGS product intothe foreseeable future.

In fiscal       2004  the Company participated in an emissions program of the State of   Pennsylvania  that had a major influence on the increased revenue and profitability   of the year. The Company has a gas cap testing product offering that contributed     substantially to 2004 emissions revenues because multiple PA program vendors     incorporated our tester in their offerings. As other state programs are   implemented  the Company will have the opportunityto  participate with two   products. The  Waekon/Hickok E-Test Platform developed for Pennsylvania and    the gas cap  testing product that is used by other participants in such  programs   on their offerings. We also use the gascap tester on our platform.  In addition,   the Company is involved in aprogram for the state of California   emissions    testing that involvesmeasurements of leaks in vehicle evaporative   emissions    systems. Thedevelopment efforts for this program have taken   more than a  year and areon-going. The program is very large and there are  a limited  number of competitors.In addition, the Company holds several  patents in technology that are applicable.Although we have chosen to participate  we recognize there is risk that theprogram could be delayed further or even .canceled

Sources          and Availability of Raw Materials

Raw materials          essential to the business are acquired from a large number of United     States     of America manufacturers and some materials are now purchased    from European     and Southeast Asian sources. Materials acquired from the  electronic components     industry include transistors, integrated circuits,    resistors, capacitors,     switches, potentiometers, micro controllers,  and  other passive parts. Fabricated    metal or plastic parts are generally  purchased  from local suppliers or manufactured  by the Company from raw materials. In general, the required  materials are  available, if ordered with sufficient  lead times, from multiple  sources at  current prices.

Importance          of Patents, Licenses, Franchises, Trademarks and Concessions

The Company          presently has several patents and patent applications that relate  to   certain     of its products. The Company does not consider that any one patent  or group    of patents is material to the conduct of its business   as a whole.   The Company    believes that its position in the industry is  dependent upon   its present   level of engineering skill, research,sales  relationships,  production techniques    and service rather than uponits  ownership of patents.  Other than the names    "Hickok" and "Waekon",the  Company does not have any material licenses,  trademarks, franchisesor concessions.

Seasonality

The Company          believes that with the growing importance of the automotive aftermarket        to its business there is a seasonality affecting its revenues. Typically       the first and fourth quarters tend to be weaker than the other twoquarters.        During fiscal 2004 the Pennsylvania emissions program coincidedwith   the   second and third quarters exaggerating the seasonality associated with  the   aftermarket. Other programs may not coincide and as a resultany seasonality     aspect to revenues can be overwhelmed by delivery of largeprojects and   operating  results can fluctuate widely from quarter to quarterand year  to year.

Practices          Relative to Working Capital Items

The nature          of the Company's business requires it to maintain sufficient levels    of   inventory  to meet rapid delivery requirements of customers. TheCompany      provides its  customers with payment terms prevalent in the industry.

Dependence          on Single or Few Customers

During the          fiscal year ended September 30, 2004, sales to Ford and GeneralMotors       Corporation  accounted for approximately 19% and 3% respectivelyof the    consolidated   sales  of the Company. This compares with 20% and8% respectively    during  the prior  fiscal year. The Company has no long-term contractual   relationships   with either Ford or General Motors. The loss of business  from Ford without   a corresponding  increase in business from new or existing   customers would   have a material  adverse effect on the Company.

Backlog

At September          30, 2004, the unshipped customer order backlog totaled $1,606,000  compared        to $1,522,000 at September 30, 2003 and $1,580,000 at September  30,  2002.      The slight increase in fiscal 2004 is primarily due to increased    orders    for indicators and gauges of $345,000. The increase was offset   in part by   a decrease in automotive diagnostic products to OEM's andthe   aftermaket,    fastening systems and emissions of $35,000, $38,000and $187,000   respectively.    The slight decrease in fiscal 2003 was primarily due to  lower orders for  indicators   and gauges, and fastening controlproducts  of $138,000 and $291,000  respectively.   The decrease was offsetin part  by an increase in automotive  diagnostic products,  specifically,emission  products of $362,000.

Government          Contract Renegotiation

No major portionof the business is open to renegotiation of profits or termination of contractsor subcontracts at the election of the Government. The amount of revenuederived from Government contracts is currently minimal and not material.

Competitive          Conditions

The Company          is engaged in a highly competitive industry and faces competition  from     domestic  and international firms. Several of the Company's competitors     have  greater  financial resources and larger sales organizations than  the   Company.  Competition  with respect to the Company's diagnostic tool  business   arises  from the existence  of a number of other significantmanufacturers     in the  field, such as Snap-On,  SPX Corporation, Teradyne,and Vetronix    which dominate  the available market  in terms of total sales.With regard    to fastening systems  products, competition  comes both fromcompanies that   make the equipment to control fastening tools  and from toolmakers themselves.   Specific companies  include Atlas Copco, Cooper Tool,and Stanley. The instrumentation   industry  is composed primarily of companiesthat specialize  in the production   of particular  items as compared  toa full line of instruments.  The Company     believes that  its competitiveposition in this field is in the area of   smaller,  specialized  products,an area in which the Company  has operated   since 1915  and in which  theCompany has established itself  competitively   by offering  high-quality, high-performance products in comparison to high-volume,   mass-produceditems.

Research          and Development Activities

The Company          expensed as incurred product development costs of $2,127,641 in2004,      $1,961,901    in 2003 and $1,874,858 in 2002. These expendituresincluded      engineering  product support and development of manuals forboth of the    Company's  business  segments.

Compliance          with Environmental Provisions

The Company's          capital expenditures, earnings and competitive position are notmaterially          affected by compliance with federal, state and local environmental  provisions       which have been enacted or adopted to regulate the distribution  of materials       into the environment.

Number          of Persons Employed

Total employment          by the Company at September 30, 2004 was 160 employees. None ofthe    employees      are represented by a union. The Company considers itsrelations    with its    employees to be good.

Financial Information          Concerning Foreign and Domestic Operations and Export Sales

During the fiscal          year ended September 30, 2004, all manufacturing, research anddevelopment           and administrative operations were conducted in theUnited States   of   America.     Revenues derived from export sales approximated$403,000   in  2004, $501,000     in 2003, and $566,000 in 2002. Shipmentsto Canada   make  up the majority   of  export sales. 

Corporate Governance

The Company's    positions of Chairman of the Board and Chief Executive Officer are held  by  separate persons. The current Board members include six independentdirectors    and one of Hickok's executive officers. The Board of Directors    has determined that James T. Martin and Hugh S. Seaholm, members of the AuditCommittee, satisfy the criteria adopted by the Securities and Exchange Commissionto serve as "audit committee financial experts" and are independent directors.    In addition, the Board has a compensation committee made up of two independent    directors. 

The Company has       historically    operated under informal ethical guidelines, under which  the    Company's    principal executive, financial, and accounting officers,  are heldaccountable.     In accordance with these guidelines, the Company has always promoted honest,    ethical and lawful conduct throughout the organization  and  has adopted a written Code of Ethics. 

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**ITEM 2. DESCRIPTION       OF PROPERTIES**

As of December 1,          2004 the Company had facilities in the United States of Americaas   shown      below:                      **LOCATION ****SIZE ****DESCRIPTION ****OWNED OR LEASED **Cleveland, Ohio 37,000 Sq. Ft. Two-story brick construction;    used for corporate administrative      headquarters, marketing and product    development with limited manufacturing. Owned Greenwood, Mississippi 63,000 Sq. Ft. One-story modern concreteblock construction; used for manufacturing      instruments, test equipment,and fastening systems products. Leased, with annual    renewal options extending through 2061. 

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**ITEM 3. LEGAL PROCEEDINGS**

The Company          is not a party to any material legal proceedings.

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**ITEM 4. SUBMISSION          OF MATTERS TO A VOTE OF SECURITY HOLDERS**

Not Applicable.

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**
**PART          II**
**

**ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS**

a) MARKET          INFORMATION

During fiscal   2004 our Class A Common Shares were traded on the Nasdaq Small Cap Market   through April 14, 2004 when our Class A Common Shares were delisted atour   request. After that time,        Class A Common Shares are currentlytraded   on The Nasdaq Over-The-Counter Bulletin       Board Marketunder the symbol HICKA.OB.  There     is no market   for the Registrant's Class B Common Shares.

The following table          sets forth the per share range of high and low bids (Over-The-Counter   Bulletin Board) and high and low closing prices (Nasdaq Small Cap Market)   for the Registrant's       Class A Common Shares for the periods indicated.   The Over-The-Counter Bulletin Board prices reflect   inter-dealerprices    without retail markup, markdown or commissions. Data  was supplied   byNasdaq.**PRICES FOR THE YEARS ENDED: ** **September 30, 2004 ****September 30, 2003 ****HIGH ****LOW ****HIGH ****LOW **First Quarter 4.60 3.80 5.00 3.41 Second Quarter 8.15 4.26 4.60 3.51 Third Quarter 6.14 3.25 4.10 3.40 Fourth Quarter 7.75 4.50 4.25 3.70 

b) HOLDERS

As of December16, 2004, there were approximately 346 shareholders ofrecord          of the Company's outstanding Class A Common Shares and 5holders of   record      of the Company's outstanding Class B Common Shares.

c) DIVIDENDS

The Company          has not paid dividends on its Class A and Class B Common Sharessince      fiscal    2000. The declaration and payment of future dividendsis restricted,      under    certain circumstances, by the provisions of theCompany's bank    credit  agreement    when borrowings are outstanding. Suchrestriction is   not expected  to materially    limit the Company's abilityto pay dividends    in the future,  if declared.   In addition, pursuant tothe Company's Amended    Articles of  Incorporation,   no dividends may bepaid on Class B Common   Shares until cash dividends of   ten cents per shareper fiscal year are  paid on Class A Common Shares. Any   determination topay cash dividends in the future will be at the discretion   of the Boardof Directors after taking into account various factors, including   the Company'sfinancial condition, results of operations and current and  anticipated cashneeds.

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**ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION          AND RESULTS OF OPERATIONS**

Introduction

Until the          mid 1980's Hickok was known primarily for its ability to develop and    manufacture     electronic instruments for electronic servicers, precision     indicating instruments    for aircraft, locomotive, and industrial applications,     and electronic teaching    systems for vocational schools. For the past   nineteen   years the Company  has used this expertise to develop and manufacture   electronic   diagnostic tools and equipment used by automotive technicians   in the automotive   market. This is now the Company's largest businesssegment.   The Company generated   approximately 90% of its fiscal 2004 revenuefrom   designing and manufacturing   diagnostic tools for automotive diagnostics.   These tools enable automotive   service technicians to identify problems  in the rapidly increasing number   of electronics systems in automobiles.

Ten years          ago two large automotive OEM companies comprised over 80% of the company's         business. Further a substantial portion of this business was contingent       on large programs initiated by these OEM's on a year to year basis. The    Company   recognized that the OEM's were changing and that the likelihood     of these  yearly large programs was diminishing.As a result the Company    initiated a strategy to use existing technicaland manufacturing expertise    and to develop  sales and marketing skillsapplicable to the automotive  aftermarket.  The strategy was aided using theacquisition of Waekon Industries  in 1998.  The Company uses Waekon as thebrand of its' products that are primarily intended as a technician's personaltool. The acquisition of Waekon immediately gave the Company aftermarket productsand access to certain sales channels to that market. Since that time theCompany has further expanded those sales    channels and added many new productofferings. Those efforts have caused   aftermarket revenues to steadily riseand OEM dependence has steadily declined.   In fiscal 2004 about 79% of theCompany's revenue was from aftermarket customers.

As a result          of the Waekon acquisition the Company acquired two products that were     applicable    to emissions inspection programs as accessories to the major     platforms offered  by large companies participating in such programs. Starting    from these initial  products the Company designed and patented new offerings    for the emissions  programs. Our gas cap testing products have become the    defacto standard of  gas cap testing and most major vendors use our gas cap  testers  in their equipment  when gas captesting is specified. The Company developed   an ability to test for  leaksin vehicle evaporative systems (gas tanks)  several years ago as a result of a New Jersey state  emissions testing  initiative. The Company spent significant development resources on the program.  Subsequently New Jersey decided not to implement the program. California  announced a similar initiative in mid 2003. The Company decided to pursue  this opportunity and has devoted  significant resources to the development.  Recently the Company  signedan exclusive supply agreement with a major emissions  testing company  forthe tank testing product. Although the Company is optimistic  the California program will be implemented, there is a significant risk it  will not be. Further,  if the program is implemented the timing is not certain.

The timing          of order releases and large program implementations in the Company's     automotive     diagnostic equipment business can cause wide fluctuations    in the Company's     operating results both on a quarter-to-quarter and  a  year-to-year basis.    Orders for such equipment can be large, are subject    to customer schedules,    and may result in substantial variations inquarterly    and yearly sales and   earnings. For thecurrent opportunities  the Company feels it hasadequate resources to meet the requirements associated with the programs inwhich it is involved.  Fiscal 2004 compared to the previous severalfiscal years is typical   of  the fluctuations these large programs can cause.An element  of the large   operating loss in fiscal 2003 was the inabilityof the Company  to reduce  expenses and still be able to maximize the opportunity the Pennsylvania  emissions program offered. Fiscal 2004 resulted in substantial revenue growth   and profitable  operations because of the added revenuethe emissions program   afforded.

The Company's          indicator product revenue increased 15% in fiscal 2004 althoughits'     percentage     of Company total revenues decreased from 13% in fiscal 2003    to 10% in 2004.    Fiscal 2002 and 2003 revenues were depressed as a result    of the national   economic conditions and the effect of the September 11,    2001 terrorist attack   on aircraft markets. During 2004 the Company perceived    a slight recovery  in aircraft sales that it anticipates will continue in   2005. Further, the Company's Digilog products have added new customers to  this segment that the Company anticipates will continue togrow in importance   to indicator revenues. Management feels that resourcesdedicated to this  segment are adequate at the present time.Looking     forward,   the introduction of new automotive diagnostic   products to the    aftermarket   on a regular basis is very important for   the growth of the   business segment.   Expenditures for product development   have been and will   continue to be significant   to the Company's operations.   Because of the large  sales opportunities the Company   is simultaneously   addressing development  resources are stretched. Management   is taking steps  to add resources to  support new product needs and consequentlyexpenditures  for product development are expected to  increase modestly.Marketing and  Sales has also  become a significant expense.  As revenue growscertain revenue  variable sales  and marketing expenses such  as commissionsgrow also. With  the increased  reliance on aftermarket for  our revenuesthe need for promotional  and other  marketing related activities  grow also.  In addition, management  intends to  increase marketing resources  slightly  in fiscal 2005.

The Company's          order backlog as of September 30, 2004 totaled $1,606,000 as compared      to   $1,522,000 as of September 30, 2003 and $1,580,000 as of September    30,  2002.   The slight increase in fiscal 2004 is primarily due to increased     orders for  indicators and gauges of $345,000. The increase was offset  in   part by a decrease  in automotive diagnostic products to OEM's andthe  aftermaket,     fastening systems and emissions of $35,000, $38,000 and$187,000  respectively.     The slight decrease in fiscal 2003 was primarily due to  lower orders for   indicators   and gauges and fastening controlproducts  of $138,000 and $291,000   respectively.   The decrease was offsetin part  by an increase in automotive   diagnostic products,   specifically,emissions  products of $362,000. Most   of the backlog at September   30,2004 is expected  to be shipped by the end  of the current fiscal year.

Reportable          Segment Information

Effective          September 30, 1999, the Company adopted Financial Accounting Standards       No.  131, Disclosures about Segments of an Enterprise and Related Information.          The Standard requires segment information disclosures based onhow    management       evaluates operating performance and resource allocations.   The Company   has    determined that it has two reportable segments: 1)indicators    and gauges    and 2) automotive related diagnostic tools andequipment.

Indicators          and Gauges

This segment          consists of products manufactured and sold primarily to companies  in   the    aircraft and locomotive industry. Within the aircraft market,  the  primary    customers are those companies that manufacture or service  business  and pleasure   aircraft. Within the locomotive market, indictors  and gauges  are sold to  both original equipment manufacturers and to operators  of railroad    equipment.

Automotive          Diagnostic Tools and Equipment

This segment          consists primarily of products designed and manufactured to support    the    testing or servicing of automotive systems using electronic means   to measure    vehicle parameters. These products are sold to OEM's andto   the aftermarket    using several brand names and a variety of distribution   methods. Included    in this segment are products used for state required   testing of vehicle  emissions.   Also included in this segment are fastening   control products  used primarily   by large manufacturers to monitor and  control the "nut running  process" (the  controlled tightening of threaded  fasteners) in assembly plants.  This equipment  provides high quality joint  control and documentation.

Results          of Operations

Sales for          the fiscal year ended September 30, 2004 increased to $15,721,038,   an   increase    of approximately 42% from fiscal 2003 sales of $11,037,946.    This  increase    in sales was volume-driven and attributable primarily  to  higher  product  sales of approximately $5,018,000. Service sales in fiscal  2004 decreased  by approximately $335,000 and the reduction was volume related   compared to  fiscal 2003. The increase in product sales occurred in both  the indicator  and gauges, and the automotive diagnostic equipment segment.  The dollar increases were approximately $199,000 and $4,819,000 respectively.   Within the automotive diagnostic products, aftermarket sales increased by   approximately $5,550,000 offset by a decline in fasteningsystems product   sales and automotive diagnostic products to OEM's of approximately $361,000   and $366,000 respectively. Emission product sales included inaftermarket   products increased   approximately $4,931,000,  due primarilyto the Pennsylvania   emissions program   completed during the first threequarters of the fiscal   year. Non-emission    aftermarket sales increasedby approximately $619,000.Fiscal 2005 salesof products, other than emissions      product, are expected to continue at2004 levels. Two opportunities, one    involving emissions testing and onenon-emissions product, could have a  significant impact  on 2005 revenuesbut they are subject to a number of uncertainties.Product sales  were $14,206,561 in fiscal   2004 comparedto $9,188,843 in fiscal 2003. The current level of service  revenue is expectedto continue for fiscal 2005.

Sales for          the fiscal year ended September 30, 2003 declined to $11,037,946,  a  decrease      of approximately 11% from fiscal 2002 sales of $12,391,642.    This decrease      in sales was volume-driven and attributable primarily   to lower product   sales  of approximately $1,200,000. Service sales in fiscal   2003 decreased   by approximately  $200,000 and the reduction was volume  related compared  to fiscal 2002. The  reduction in product sales occurred  in both the indicator   and gauges, and  the automotive diagnostic equipment  segments. The dollar   reductions were approximately $400,000and $800,000  respectively. While an  emphasis has been placed on increasingsales in the  aftermarket, there was  only a slight dollar amount increaseduring fiscal  2003. Product sales were  $9,188,843 in fiscal 2003 comparedto $10,365,358  in fiscal 2002.

Cost of products          sold in fiscal 2004 was $7,124,920 or 50.2% of net product sales compared         to $4,997,533 or 54.5% of net product sales, respectively, in fiscal    2003.    Cost of products sold during fiscal 2002 was $5,247,825 or 50.6%    of net  product sales. The decrease in the percentage of cost of products    sold to  product sales between fiscal 2004 and 2003 was due primarily to   higher product  sales which absorbed more of the fixed costs and to a change   in product mix.  The increase in the percentage of cost of products sold  to product sales between fiscal 2003 and fiscal 2002 was due primarily to  a change in product mix as sales of lower margin automotive diagnostic products    to the aftermarket   and other markets represent a larger portion of total    product sales. The  cost of products sold percentage in fiscal 2005 is expected to be comparable to the percentage in fiscal 2004.

Cost of services          sold in fiscal 2004 was $924,575 or 61.0% of net service sales compared        to $1,114,269 or 60.3% respectively in fiscal 2003. Cost of services   sold     during fiscal 2002 was $1,136,324 or 56.1% of net service sales.   The increase     in the cost of services sold as a percentage of net service   sales between     fiscal 2004 and 2003 was due primarily to a lower sales   volume for chargeable     repairs and higher warranty related costs associated   with the automotive    diagnostic products. The dollar decrease was due primarily   to a lower sales    volume of chargeable repairs. The increase in the cost   of services sold  as  a percentage of net service sales between fiscal 2003   and 2002 was due  primarily  to a lower sales volume for chargeable  repairs.   The percentage  of cost of  services sold relative to net service  sales is  expected to continue  at current  levels in fiscal 2005.

Product development          expenditures in fiscal 2004 were $2,127,641 or 15.0% of productsales      compared    to $1,961,901 or 21.4%, respectively, in fiscal 2003.Product      development    expenditures during fiscal 2002 were $1,874,858or 18.1%    of  product sales.    The dollar increase between fiscal 2004and fiscal   2003  was due primarily    to increased labor cost while thepercentage decrease     was due to a higher    product sales volume in thecurrent fiscal year  compared   to the prior year.    The dollar increasebetween fiscal 2003 and fiscal  2002 was due primarily    to increased laborcost while the percentage  increase   was due to lower product  sales volumein fiscal 2003 compared  to fiscal  2002. Fiscal 2002 benefited  from an entireyear of cost reductions  which  were implemented in fiscal 2001.  It is anticipatedthat the amount  spent  on product development will increase  modestly infiscal 2005 in order  to  continue supporting the ongoing need to developa steady flow of new diagnostic  products for the automotive aftermarketand emissions programs.

Marketing          and administrative expenses amounted to $4,752,997 which was 30.2%   of   net    sales in fiscal 2004, $4,216,551 or 38.2% of net sales in fiscal    2003  and    $3,894,173, or 31.4% of net sales in fiscal 2002. The percentage    decrease      in fiscal 2004 was due to the increase in the level oftotal     sales for   the  current fiscal year. Marketing expenses were approximately    $2,725,000   in fiscal year 2004 compared to $2,648,000 a year ago. Within    marketing expenses,   increases were in commissions for both non-emission    and emission automotive   product sales ($169,000) and promotional expenses    ($81,000), offset in part   by a decrease in other variable sales expenses    such as royalties ($21,000)   and collection expenses ($172,000). Administrative    expenses were approximately   $2,028,000 during the current fiscal year  compared  to $1,569,000 a year ago.  The dollar increase was due primarily  to higher  administrative labor costs  primarily employee bonus provisions  that took  effect during the current year  ($384,000) compared to no bonus  provisions  in the prior fiscal year. Also  contributing to the higheradministrative     expenses in the current fiscal  year was an increase inoutside professional     fees ($123,000) incurred primarily   due to theCompany's Odd-Lot Tender    Offer in an effort to deregister its  Class Astock. The percentage of sales   increase in fiscal 2003 was due primarily  to lower net sales during fiscal   2003 versus fiscal 2002. Marketing expenses  were approximately $2,648,000   in fiscal 2003 compared to $2,328,000 infiscal   2002. Within marketing  expenses, increases were in commissions($25,000),   royalties ($49,000),  collection expenses ($132,000) and salesand promotional   expenditures ($86,000).  Administrative expenses were approximately$1,569,000   during fiscal 2003  compared with $1,553,000 in fiscal 2002.Fiscal 2002 benefited  from an entire  year of cost reductions which wereimplemented during fiscal  2001.The Companyanticipates that marketing  expenses     will increase modestly and administrativeexpenses will also increase  modestly   due to anticipated additional publiccompany reporting requirements   taking   effect in fiscal 2005.

Interest chargeswere $1,558 in fiscal 2004 compared with $3,243 in fiscal 2003 and $7,706in fiscal 2002. The decrease in interest charges in fiscal 2004 compared          to fiscal 2003 was due to a reduction in employees deferred compensation         balances during the current fiscal year. The decrease in interest charges        in fiscal 2003 compared to fiscal 2002 was due to a reduction in employees        deferred compensation balances and "end of lease" termination during   fiscal     2003.

Other income          in fiscal 2004, 2003 and 2002 consisted primarily of interest income     on   short-term investments, proceeds from the sale of scrap metal shavings     associated   with the emissions product and discounts on purchases. Other     income of $53,523    in fiscal 2004 compares with other income of $49,895     in fiscal 2003. The   change was primarily due to an increase in proceeds     from the sale of scrap   metal. Other income of $49,895 in fiscal 2003  compares   with other income  of $30,850 in fiscal 2002. The change wasprimarily  due   to an increase in  interest income on short-term investmentsas a result    of positive cash flow  from operating activities. In latefiscal 2004 the    Company decided to invest  a portion of its excess cashin mutual funds  in  hopes of obtaining a better  investment return on thecash. The Company  anticipates    maintaining these investments for fiscal2005.

Income taxes          in fiscal 2004 were $183,100 which represents an effective tax rate    of   22%.  Income taxes in fiscal 2003 were a negative $471,000 whichrepresents       a recovery  of income taxes at a 39% effective tax rate.Income taxes   in   fiscal 2002 were $17,200 which represents a 6.6% effectivetax rate.   The  tax rates in fiscal 2004 and fiscal 2002 were lower thanthe normal  tax  rate  of 37% due to the utilization of research and developmenttax credits.  The  recovery rate in fiscal 2003 exceeded the normal tax rateof 37% due  to the  recognition of both current and prior year research anddevelopment    tax  credits. It is anticipated that the effective tax ratein fiscal 2005     will  be consistent  with 2004.Management   anticipates    that future  business will generate sufficienttaxable income   (approximately    $3,200,000)  during the carryforward periodto fully realize   the deferred    tax benefits.Thedeferred tax  benefits begin    to expire in 2019.

Net income          in fiscal 2004 was $659,770, or $.54 per share which was an increase     of   $2,432,968 compared with a net loss of $1,773,198, or $1.45 pershare,     in   fiscal 2003. The net income in fiscal 2002 was $244,406, or$.20 per    share.   The change in fiscal 2004 versus fiscal 2003 was primarilydue  to  increased   sales as a result of the State of Pennsylvania emissions program.  Also contributing    to the increase was improved gross product margins. The net loss in fiscal    2003 includes a $1,038,542 (net of tax) charge from a change in accounting    for goodwill, resulting from the adoption of SFAS No. 142 in October 2002.    The remaining net loss of $734,656 was primarily the result of lower sales    due to the economic climate in the aircraft and automotive markets. The  change  in fiscal 2003 versus fiscal 2002 was primarily due to higher sales,  improved  gross product and service margins and cost reductions measures in 2002.

Liquidity          and Capital Resources

Current assets          of $9,262,588 at September 30, 2004 were 5.8 times current liabilities       and  the total of cash, short-term investments and receivables was3.3    times    current  liabilities. These ratios compare to 8.2 and 4.4respectively     at   the end of fiscal 2003. Total current assets increasedby approximately      $1,729,000  from the previous year end due primarilyto an increase in   cash,   short-term  investments and inventory of approximately$391,000,  $1,034,000   and $569,000  respectively. The increase was offsetin part by a decrease   in accounts receivable  of approximately $249,000.The decrease  in accounts   receivable was due primarily  to a lower salesvolume in the  fourth quarter.

Working capital          at September 30, 2004 was $7,653,528 as compared to $6,611,140 a year     ago.    The increase was due primarily to an increase in cash, short-term      investments    and inventory of approximately $391,000, $1,034,000and    $569,000   respectively,    offset by an increase in accounts payable,accrued   payroll   and related expenses  and accrued expenses of approximately$122,000,   $477,000   and $84,000 respectively  and a reduction in accountsreceivable   of $249,000.

During the          fiscal year the Company's business may require an increase in inventory        of work-in-process and finished goods in order to meet anticipated delivery       schedules. Whenever there may be a requirement to increase inventory  in   fiscal  2005 there will be a negative but temporary impact on liquidity.    The Company  believes that internally generated funds will provide sufficient     liquidity  to meet ongoing working capital requirements.

Internally          generated funds in fiscal 2004 were $1,490,981 and were adequate to   fund     the Company's primary non-operating cash requirements consisting    of capital     expenditures of $104,031 and purchase of Class A shares of   $13,202. The   primary  reason for the positive cash flow from operations    in fiscal 2004 was net income   of $659,770  and the reduction in accounts  receivable and   an increase in  accrued payroll  and related expenses.Internally  generated   funds in fiscal  2003 were $243,857  and were adequateto fund  the Company's   primary non-operating   cash requirements  consistingof capital expenditures   and debt payments of  $129,976 and $11,334  respectively. The primary reason   for the positive cash  flow in fiscal 2003  was thereductions in accounts   receivable and inventory,  and the receipt of refundableincome  taxes. In   fiscal 2002 internally generated  funds were $1,924,625and were adequate   to fund the Company's primary non-operating   cash requirements  consisting   of capital expenditures of $206,534 and debt   payments of$37,575.  The primary  reason for the positive cash flow from operationsin fiscal  2004 was net income of $244,406  and the reduction in accountsreceivable  and inventory.    The Company  expects internally generatedfunds in  fiscal 2005 from operating   activities  to be adequate to fundapproximately  $280,000 of capital expenditures.   Most of the capital expenditureswill  be made to upgrade information technology     and manufacturing equipment.

In February          2004 the Company renewed its credit agreement with its financial lender.        The agreement expires in February 2005 and provides for asecured revolving        credit facility of $1,000,000 with interest at theprime commercial  rate.      Throughout fiscal 2004 the Company had no outstanding  balance under this     loan facility. The agreement is secured by the Company's  accounts   receivable,     inventory, equipment and general intangibles. The credit  agreement contains     affirmative covenant requirements related to tangible  net worth minimums    of $9,000,000, maintenance of a debt to tangible net  worth ratio of not  more   than 1.00 to 1.00 and an interest coverage ratio  of not less than 1.25 to   1.00. The revolving credit facility is subject  to annual review by the Company's   lender. Although no determination  has  been made to seek renewal of the credit   agreement, the Company believes   that, given its current financial condition,   renewal at the existingamount   could be obtained on acceptable terms.

Off-Balance          Sheet Arrangements

Hickok has          no off-balance sheet arrangements (as defined in Regulation S-KItem     303    paragraph (a)(4)(ii)) that have or are reasonably likely tohave   a  material    current or future effect on its financial condition,changes    in financial    condition, revenues or expenses, results of operations,  liquidity,   capital    expenditures or capital resources.

Critical          Accounting Policies

The Company          describes its significant accounting policies in the notes to the  consolidated        financial statements included in the Company's Annual  Report on Form   10-KSB.     However, in response to the SEC's Release No.  FR-60, "Cautionary   Advice   Regarding Disclosure About Critical Accounting  Policies", issued   December   12, 2001, the Company has identified thepolicies  it believes  are most critical   to an understanding of the Company'sfinancial  statements.   Since application    of these accounting policiesinvolves the exercise of  judgment and use of   estimates, actual resultscould differ  from those estimates.

Revenue Recognition          - Revenue is recognized as manufactured items are shipped to customers,        legal title has passed, and all significant contractual obligations  of   the   Company have been satisfied. Revenue from development contracts  is  recorded   as agreed upon milestones are achieved.

Inventory          Valuation and Reserves - Inventories are valued at the lower ofcost     or   market using the first-in, first-out (FIFO) method. The Company's  business      may require an increase in inventory of component parts, work-in-process       and finished goods in order to meet anticipated delivery schedulesof   customers.     However, we are responsible for excess and obsolete inventory   purchases   in  excess of inventory needed to meet customer demand forecasts,   as well   as inventory purchases generally not covered by supply agreements,   or parts   that become obsolete before use in production. If our forecasts   change or   excess inventory becomes obsolete, the inventory reservesincluded    in our   financial statements may be understated.

Deferred Taxes- Deferred income taxes are provided for temporary differences between financialand tax reporting in accordance with the provisions of Financial AccountingStandards Board Statement No. 109, "Accounting for Income Taxes." Significantfactors considered by the Company in estimating the probability of the realizationof deferred taxes include expectations of future earnings and taxable income,as well as application of tax laws in the jurisdictions in which the Companyoperates.

The Company          does not have off-balance sheet arrangements, financing, or other  relationships        with unconsolidated entities or persons, also known as "special purpose      entities" (SPEs).

Impact          of Inflation

In recent          years, inflation has had a minimal effect on the Company because of   low    rates of inflation and the Company's policy minimizing the acceptance    of   long-term fixed rate contracts without provisions permitting adjustment     for  inflation.

Forward-Looking          Statements

The foregoing          discussion includes forward-looking statements relating to the business        of the Company. These forward-looking statements, or other statements    made    by the Company, are made based on management's expectations and  beliefs    concerning   future events impacting the Company and are subject  to uncertainties    and  factors (including, but not limited to, thosespecified   below) which are difficult   to predict and, in many instances,are beyond   the control   of the Company.   As a result, actual resultsof the Company   could differ   materially from those  expressed in or impliedby any such   forward-looking   statements. These uncertainties  and factorsinclude (a)   the Company's dependence   upon a limited number of  customers,including   Ford Motor Company, (b) the   highly competitive industry  inwhich the Company  operates, which includes   several competitors with greater financial resources  and larger sales organizations,     and (c) the acceptance in the marketplace  of new products and/or services     developed or underdevelopment  by the  Company including automotive diagnostic     products,fastening systems  products and indicating instrument products,     and (d)the ability of the Company  to further establish distribution and    a customerbase in the automotive aftermarket,  and (e) the Company's ability    tocapitalize  on market opportunities including  state automotive emissions   programs.

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******ITEM 7. FINANCIAL STATEMENTS**

The following          pages contain the Financial Statements and Supplementary Data as specified         for Item 7 or Part II of Annual Report on Form 10-KSB.

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

**SHAREHOLDERS ANDBOARD OF DIRECTORS****HICKOK     INCORPORATED****CLEVELAND,      OHIO**

We have audited          the accompanying consolidated balance sheets of HICKOK INCORPORATED    as   of  September 30, 2004 and 2003, and the related consolidated statements      of income,  stockholders' equity and cash flows for each of the three  years      in the period  ended September 30, 2004. These financial statements    are    the  responsibility  of the Company's management. Our responsibility    is  to  express  an opinion on these financial statements based on our audits.

We conducted          our audits in accordance with the standards of the Public Company  Accounting        Oversight Board "United States". Those standards require  that we plan    and    perform the audit to obtain reasonable assurancethat  the financial    statements    are free from material misstatement.An audit  includes examining,    on a test  basis, evidence supporting theamounts and disclosures in the   financial  statements.  An audit also includesassessing  the accounting principles    used  and significant  estimates madeby management,  as well as evaluating    the overall financial  statementpresentation. We  believe that our audits    provide a reasonable basis  forour opinion.

In our opinion,          the financial statements referred to above present fairly, in all  material        respects, the consolidated financial position of HickokIncorporated     as   of September 30, 2004 and 2003, and the consolidatedresults of their     operations     and their cash flows for each of the threeyears in the  period   ended September     30, 2004 in conformity with accountingprinciples  generally    accepted in   the United States of America.

As required          by SFAS No. 142 and discussed in note 11 to the financial statements,      the    Company changed its method of accounting for goodwill in 2003.

/s/ Meaden          & Moore, Ltd.

**MEADEN          & MOORE, Ltd.****CERTIFIED      PUBLIC ACCOUNTANTS**

**NOVEMBER          23, 2004****CLEVELAND,      OHIO**                                            

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**F-1**
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**
**CONSOLIDATED BALANCE SHEET****HICKOK     INCORPORATED****SEPTEMBER      30**                      

**ASSETS**
**
|                                                       | **2004**                                                     | **2003**    |
|-------------------------------------------------------|--------------------------------------------------------------|-------------|
|                                                       |                                                              |
| **CURRENT ASSETS: **                             |                                                              |             |
| Cash and cash equivalents                        | $1,739,719                                                   | $1,347,971  |
| Short-term investments          - available for sale  | 2,051,863                                                    | -           |
| Short-term investments          - held to maturity    | -                                                            | 1,018,000   |
| Accounts receivable-less          allowance for  | 1,448,444                                                    | 1,697,549   |
|                                                       | doubtful accounts          of $10,000 ($124,000, 2003)  |
| Inventories-less allowancefor obsolete           | 3,860,225                                                    | 3,291,328   |
|                                                       | inventory of $106,000          ($78,000, 2003)          |
| Deferred income taxes                            | 116,000                                                      | 131,400     |
| Prepaid expenses                                 | 46,337                                                       | 47,381      |
|                                                       |                                                              |
|                                                       | **Total Current Assets **                               | 9,262,588   | 7,533,629 |
|                                                       |                                                              |             |
|                                                       |                                                              |             |
| **PROPERTY, PLANT AND          EQUIPMENT: **     |                                                              |             |
| Land                                             | 229,089                                                      | 229,089     |
| Buildings                                        | 1,478,629                                                    | 1,478,629   |
| Machinery and equipment                          | 2,558,603                                                    | 2,600,444   |
|                                                       |                                                              |
|                                                       | 4,266,321                                                    | 4,308,162   |
| Less accumulated depreciation                    | 3,191,894                                                    | 3,042,178   |
|                                                       |                                                              |
|                                                       | 1,074,427                                                    | 1,265,984   |
|                                                       |                                                              |             |
| **OTHER ASSETS: **                               |                                                              |             |
| Goodwill                                         | -                                                            | -           |
| Deferred income taxes                            | 1,376,000                                                    | 1,578,700   |
| Deposits                                         | 1,750                                                        | 1,750       |
|                                                       |                                                              |
|                                                       | 1,377,750                                                    | 1,580,450   |
|                                                       |                                                              |
|                                                       |                                                              |             |
|                                                       | **Total Assets **                                       | $11,714,765 | $10,380,063 |
|                                                       |                                                              |

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**F-2**
**

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**
**LIABILITIES AND STOCKHOLDERS' EQUITY**
**

20042003**CURRENT LIABILITIES:**Short-term financing$       -$       -Accounts payable416,186294,216Accrued payroll and          related expenses726,192249,051Accrued expenses216,735132,675Accrued stock repurchase33,300-Accrued taxes other          than income82,71389,613Accrued income taxes133,934156,934**  Total Current           Liabilities**1,609,060922,489**STOCKHOLDERS' EQUITY:**Common shares - par          value $1.00Class A 3,750,000          shares authorized, 772,174 (2004)  and 774,470          (2003) shares issued762,588764,884Class B 1,000,000          convertible shares authorized,  475,533 shares          issued454,866454,866Accumulated comprehensive          income (net of tax)34,863-Contributed capital1,592,9421,603,848Treasury shares -          12,916 (2004) and 9,586 (2003)  Class A shares          and 20,667 (2004 and 2003)  Class B shares(639,095)(605,795)Retained earnings7,899,5417,239,771**  Total Stockholders'          Equity**10,105,7059,457,574**  Total Liabilities          and Stockholders' Equity**$11,714,765$10,380,063

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**F-3**
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**
**CONSOLIDATED STATEMENT OF INCOME****HICKOK     INCORPORATED****FOR   THE   YEARS ENDED SEPTEMBER 30**
**
|                                                                                  | **2004**                                                                   | **2003**   | **2002**     |
|----------------------------------------------------------------------------------|----------------------------------------------------------------------------|------------|--------------|
| **NET SALES: **                                                             |                                                                            |            |              |
| Product sales                                                               | $14,206,561                                                                | $9,188,843 | $10,365,358  |
| Service sales                                                               | 1,514,477                                                                  | 1,849,103  | 2,026,284    |
|                                                                                  |                                                                            |
|                                                                                  | **Total Net Sales **                                                  | 15,721,038 | 11,037,946   | 12,391,642 |
|                                                                                  |                                                                            |            |              |
| **COSTS AND EXPENSES: **                                                    |                                                                            |            |              |
| Cost of product sold                                                        | 7,124,920                                                                  | 4,997,533  | 5,247,825    |
| Cost of servicessold                                                        | 924,575                                                                    | 1,114,269  | 1,136,324    |
| Product development                                                         | 2,127,641                                                                  | 1,961,901  | 1,874,858    |
| Marketing and administrative                                                | 4,752,997                                                                  | 4,216,551  | 3,894,173    |
|                                                                                  | expenses                                                              |
| Interest charges                                                            | 1,558                                                                      | 3,243      | 7,706        |
| Other (income) expense                                                      | (53,523)                                                                   | (49,895)   | (30,850)     |
|                                                                                  |                                                                            |
| **Total Costs and Expenses **                                               | 14,878,168                                                                 | 12,243,602 | 12,130,036   |
|                                                                                  |                                                                            |
|                                                                                  | **Income (Loss) before          Provision for Income Taxes **         | 842,870    | (1,205,656)  | 261,606 |
| **Provision For (Recovery          Of)****   Income Taxes:**** ** |                                                                            |            |              |
| Current                                                                     | (18,000)                                                                   | -     | (25,000)     |
| Deferred                                                                    | 201,100                                                                    | (471,000)  | 42,200       |
|                                                                                  |                                                                            |
|                                                                                  | 183,100                                                                    | (471,000)  | 17,200       |
|                                                                                  |                                                                            |
| Income (Loss) before                                                        |                                                                            |            |              |
|                                                                                  | cumulative effect     of change in accounting principle                    | 659,770    | (734,656)    | 244,406 |
| Cumulative effect          of change                                             |                                                                            |            |              |
|                                                                                  | in accounting for     goodwill, net of tax of $536,000                     | -          | (1,038,542)  | - |
|                                                                                  |                                                                            |
|                                                                                  | **Net Income (Loss)**                                                      | $659,770   | $(1,773,198) | $244,406 |
|                                                                                  |                                                                            |
| Income (Loss) per          Common                                           |                                                                            |            |              |
|                                                                                  | share before cumulative     effect of change in accounting principle  | $.54       | $(.60)       | $.20 |
| Cumulative effect          of change                                             |                                                                            |            |              |
|                                                                                  | in accounting for     goodwill                                             | -          | (.85)        | - |
|                                                                                  |                                                                            |
|                                                                                  | **NET INCOME (LOSS)      PER COMMON SHARE - BASIC**                        | $.54       | $(1.45)      | $.20 |
|                                                                                  |                                                                            |
| Income (Loss) per          Common                                           |                                                                            |            |              |
|                                                                                  | share assuming dilution:                                                   |            |              |  |
| Income (Loss) per          Common                                           |                                                                            |            |              |
|                                                                                  | share before cumulative      effect of change in accounting principle      | $.53       | $(.60)       | $.20 |
| Cumulative effect          of change                                        |                                                                            |            |              |
|                                                                                  | in accounting for      goodwill                                            | -          | (.85)        | - |
|                                                                                  |                                                                            |
|                                                                                  | **NET INCOME (LOSS)        PER****COMMON   SHARE -DILUTED**                | $.53       | $(1.45)      | $.20 |
|                                                                                  |                                                                            |            |
| **WEIGHTED AVERAGESHARES OF COMMON STOCK OUTSTANDING **                     | 1,218,913                                                                  | 1,219,750  | 1,219,750    |
|                                                                                  |                                                                            |

**
**F-4**
**

----

**
**CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY****HICKOK     INCORPORATED****FOR   THE   YEARS ENDED SEPTEMBER 30, 2004, 2003, AND 2002**
**
|                                                   |                                      | **COMMON STOCK - ****$1.00  PAR VALUE ** |                   |
|---------------------------------------------------|--------------------------------------|----------------------------------------------------|-------------------|
|                                                   | **RETAINED ****EARNINGS ** | **CLASS A **                                  | **CLASS B ** | **CONTRIBUTED ****CAPITAL ** | **ACCUMULATED COMPREHEN- ****SIVE  INCOME** | **TREASURY ****SHARES ** | **TOTAL ** | **COMPREHEN-****SIVE  INCOME** |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| **Balance at****September****30,   2001**         | $8,768,563                           | $764,884                                           | $454,866          | $1,603,848 | $               - | $(605,795) | $10,986,366 | $              - |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| Net Income                                        | 244,406                              | -                                                  | -                 | - | - | - | 244,406 | 244,406 |
|                                                   |                                      |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| **Balance at****September****30,   2002**         | 9,012,969                            | 764,884                                            | 454,866           | 1,603,848 | - | (605,795) | 11,230,772 | $244,406 |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| Net Loss                                          | (1,773,198)                          | -                                                  | -                 | - | - | - | (1,773,198) | $(1,773,198) |
|                                                   |                                      |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| **Balance at****September****30,   2003**         | 7,239,771                            | 764,884                                            | 454,866           | 1,603,848 | - | (605,795) | 9,457,574 | $(1,773,198) |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| Purchase andRetirement of   Class   Ashares  | -                                    | (2,296)                                            | -                 | (10,906) | - | - | (13,202) | - |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| SharesTendered                                    | -                                    | -                                                  | -                 | - | - | (33,300) | (33,300) | - |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| UnrealizedGain    on  Investments(net    of  tax) | -                                    | -                                                  | -                 | - | 34,863 | - | 34,863 | $34,863 |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| Net Income                                        | 659,770                              | -                                                  | -                 | - | - | - | 659,770 |  659,770 |
|                                                   |                                      |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |
| **Balance at****September****30,   2004**         | $7,899,541                           | $762,588                                           | $454,866          | $1,592,942 | $34,863 | $(639,095) | $10,105,705 | $694,633 |
|                                                   |                                      |
|                                                   |                                      |                                                    |                   |  |  |  |  |  |

See accompanying          summary of accounting policies and notes to financial statements.

**
**F-5**
**

----

**
**CONSOLIDATED STATEMENT OF CASH FLOWS****HICKOK     INCORPORATED****FOR   THE   YEARS ENDED SEPTEMBER 30**
**
|                                                                                                                                                                                                    | **2004**     | **2003**     | **2002**     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|--------------|--------------|
|                                                                                                                                                                                                    |              |
| **CASH FLOWS FROM OPERATING          ACTIVITIES: **                                                                                                                                           |              |              |              |
| Cash received from          customers                                                                                                                                                         | $15,970,143  | $11,761,011  | $13,161,958  |
| Cash paid to suppliers          and employees                                                                                                                                                 | (14,515,317) | (11,793,871) | (11,300,956) |
| Interest paid                                                                                                                                                                                 | (1,558)      | (3,243)      | (7,706)      |
| Interest received                                                                                                                                                                             | 42,713       | 28,826       | 26,841       |
| Income taxes (paid)          refunded                                                                                                                                                         | (5,000)      | 251,134      | 44,488       |
|                                                                                                                                                                                                    |              |
| **Net Cash Provided          by Operating Activities **                                                                                                                                       | 1,490,981    | 243,857      | 1,924,625    |
|                                                                                                                                                                                                    |              |              |              |
| **CASH FLOWS FROM INVESTING          ACTIVITIES:**                                                                                                                                                 |              |              |              |
| Capital expenditures                                                                                                                                                                          | (104,031)    | (129,976)    | (206,534)    |
| Change in deposits                                                                                                                                                                            | -            | 300          | -            |
| Proceeds on saleof assets                                                                                                                                                                     | -       | 1,350        | 4,594        |
| Purchase of short-term    investments                                                                                                                                                              | (2,000,000)  | (2,069,935)  | -            |
| Sale of short-term          investments                                                                                                                                                       | 1,018,000    | 1,051,935    | -            |
|                                                                                                                                                                                                    |              |
| **Net   Cash Used inInvesting Activities **                                                                                                                                                   | (1,086,031)  | (1,146,326)  | (201,940)    |
|                                                                                                                                                                                                    |              |              |              |
| **CASH FLOWS FROM FINANCING          ACTIVITIES: **                                                                                                                                           |              |              |              |
| Payments on lease          obligation                                                                                                                                                         | -            | (11,334)     | (37,575)     |
| Purchase of Class          A shares                                                                                                                                                           | (13,202)     | -            | -            |
|                                                                                                                                                                                                    |              |
| **Net Cash Used inFinancing Activities **                                                                                                                                                     | (13,202)     | (11,334)     | (37,575)     |
|                                                                                                                                                                                                    |              |
|                                                                                                                                                                                                    |              |              |              |
| **Increase (Decrease)          in Cash and Cash Equivalents **                                                                                                                                | 391,748      | (913,803)    | 1,685,110    |
|                                                                                                                                                                                                    |              |              |              |
| **Cash and Cash Equivalents          at Beginning of Year **                                                                                                                                  | 1,347,971    | 2,261,774    | 576,664      |
|                                                                                                                                                                                                    |              |
| **Cash and Cash Equivalents          at End of Year **                                                                                                                                        | $1,739,719   | $1,347,971   | $2,261,774   |
|                                                                                                                                                                                                    |              |
|                                                                                                                                                                                                    |              |              |              |
| See accompanyingsummary of accounting policies and notes to financial statements.                                                                                         |

**
**F-6**

****
**
|                                                                                                                                                                               | **2004**   | **2003**                | **2002**                |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------|-------------------------|
|                                                                                                                                                                               |            |                         |                         |
| **RECONCILIATION OF          NET INCOME TO NET CASH                 PROVIDED BY OPERATING ACTIVITIES: **                                                                 |            |                         |                         |
|                                                                                                                                                                               |            |                         |                         |
| Net Income (Loss)                                                                                                                                                             | $659,770   | $(1,773,198)            | $244,406                |
| **   ADJUSTMENTS        TO RECONCILE  NET INCOME TO NET                    CASH PROVIDED BY OPERATING ACTIVITIES:**                                       |            |                         |                         |
|    Depreciation        and amortization                                                                                                                             | 280,552    | 313,693                 | 468,395                 |
|    Cumulative        effect of change in                      accounting for goodwill                                                                | -          | 1,574,542               | -                       |
|    Loss on disposal        of assets                                                                                                                                | 15,036     | 11,017                  | 16,428                  |
|    Deferred income        taxes                                                                                                                                     | 201,100    | (1,007,0000)            | 42,200                  |
|    **CHANGES        IN ASSETS AND LIABILITIES:**                                                                                                                    |            |                         |                         |
|    Decrease (Increase)        in accounts receivable                                                                                                                | 249,105    | 723,065                 | 770,316                 |
|    Decrease (Increase)        in inventories                                                                                                                        | (568,897)  | 298,215                 | 404,804                 |
|    Decrease (Increase)        in prepaid expenses                                                                                                                   | 1,044      | (10,690)                | 14,540                  |
|    Decrease (Increase)        in refundable income                      taxes                                                                        | -          | 253,000                 | 44,538                  |
|    Increase (Decrease)        in accounts payable                                                                                                                   | 121,970    | (79,808)                | 59,861                  |
|    Increase (Decrease)        in accrued payroll and                      related expenses                                                           | 477,141    | (100,988)               | (13,794)                |
|    Increase (Decrease)        in other accrued                      expenses and accrued taxes other than                      income | 77,160     | 43,875                  | (102,019)               |
|    Increase (Decrease)        in accrued income                      taxes                                                                           | (23,000)   | (1,866)                 | (25,050)                |
|                                                                                                                                                                               |            |
|    Total Adjustments                                                                                                                                                | 831,211    | 2,017,055               | 1,680,219               |
|                                                                                                                                                                               |            |
|                                                                                                                                                                               |            |                         |                         |
|    **Net Cash        Provided by Operating Activities**                                                                                                             | $1,490,981 | $243,857                | $1,924,625              |
|                                                                                                                                                                               |            |
| Non-cash disclosures                                                                                                                                                          |            |                         |                         |
|    Accrued tender        offer                                                                                                                                      | $33,300    | $      - | $      - |
|                                                                                                                                                                               |            |                         |                         |

**
**F-7**
**

----

**
**F-8**

**NOTES TOCONSOLIDATED FINANCIAL STATEMENTS****HICKOK     INCORPORATED****SEPTEMBER      30, 2004, 2003 AND 2002**
**

**1. NATURE OF OPERATIONS**

Hickok Incorporated          and its wholly-owned domestic subsidiaries ("Company") develop and   manufacture       products used by companies in the transportation industry.   Among the  products     are indicators and gauges sold to companies inaircraft   and locomotive  markets.  On a much larger scale, the Company manufactures  diagnostic equipment  used  by automotive technicians to test the various  electronic systems in  automobiles.  Also within the automotive segment, the Company manufactures  equipment to  control the nut running processin  assembly plants. The Company  serves the  automotive, locomotive andgeneral  aviation markets predominately  in North  America. Sales in theCompany's  principal product classes, as a  percent of  consolidated sales,are as follows:

 **Product Classes                ****2004****2003****2002**Automotive Test Equipment  86.9% 78.5% 76.8% Fastening Systems 1.45.8 5.5Indicating Instruments 10.413.015.1Other Product Classes 1.32.7 2.6**Total ** 100.0% 100.0% 100.0% 

Current operating          properties consist of a manufacturing plant in Greenwood, Mississippi,       and  a corporate headquarters, marketing and product development facility       in Cleveland,  Ohio.

**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

*Principles          of Consolidation :*The   consolidated     financial statements include the accounts   of Hickok Incorporated   and its    wholly-owned domestic subsidiariessince   date of acquisition.  Significant    intercompany transactions andbalances   have been eliminated  in the financial    statements.

*Concentration          of Credit Risk :*The   Company    sells its products and services primarily to customersin the  United States    of America and to a lesser extent overseas. Allsales are  made in United   States of America dollars. The Company extends   normal credit  terms to its   customers. Customers in the automotive industry   (primarily  original equipment   manufacturers) comprise 29% of outstanding   receivables  at September 30, 2004  (38% in 2003). Sales to two customers   approximated  $3,000,000 and $440,000   (2004),$2,200,000 and $840,000(2003),   $3,000,000  and $1,100,000 (2002).

*Use of          Estimates in the Preparation of Financial Statements :*The   preparation     of financial statements in conformity with   generally accepted   accounting    principles requires management to make   estimates and assumptions   that may    affect the reported amounts ofcertain   assets and liabilities   and disclosure    of contingencies at thedate of  the financial statements,   and the reported    amounts of revenueand expenses  during the reporting  period. Actual results    could differfrom those estimates.

*Revenue          Recognition :*The   Company    records sales as manufactured items are shipped   to customers on  an FOB shipping   point arrangement, at which time title   passes and the earnings  process is   complete. Revenue from development  contracts represent agreements  to provide   training related programs to  technicians and engineers and are  recorded as  service revenue. Revenue from these contracts is recognized   as agreed upon  milestones are achieved. The customer does not have a right   to return merchandise  unless defective or warranty related and there are   no formal customer acceptance  provisions.  The Company warrants certain products   against defects for periods  ranging  primarily from 12 to 36 months. Charges   against income for warranty  expense  and sales returns and allowances were   immaterial during each of thethree   years in the period ending September    30, 2004. An estimate forfuture   warranty claims of $49,881 (2004) and  $-0-  (2003) is included in"Accrued    expenses".

*Product          Development Costs :*Product     development   costs, which include engineering production   support, are  expensed   as incurred.   Research and development performed   for customers  represents   no more than  1% of sales in each year. The arrangements  do not include a  repayment obligation   by the Company.

*Cash and          Cash Equivalents :*For   purposes     of the Statement of Cash Flows, the Company   considers all highly   liquid   debt instruments purchased with a maturity   of three months or less   to be  cash equivalents. From time to time the  Company maintains cash balances   in  excess of the FDIC limits. The cash  balance at September 30, 2004 amounted    to $1,739,719.

*Short-term Investments          :*Investments       are comprised of marketable securities in the   form of mutual funds or   short-term     corporate notes. Marketable securities   are classified as available-for-sale       and are recorded at their fair   market value. Unrealized gains or losses     resulting from changes infair   value are recorded as a component of comprehensive     income (loss).Short-term   corporate debt securities are considered as held-to-maturity     with the   cost approximating the market value and a maturity date ofless     than  one year from the date of purchase.

*Accounts Receivable          :*The   Company    establishes an allowance for doubtful accounts   based upon factors   surrounding    the credit risk of specific customers,   historical trends and  other information.

*Inventories :*Inventories       are valued at the lower of cost (first-in, first-out)   or market and consist      of:**2004****2003**Raw materials and          component parts $2,734,901$2,287,708Work-in-process 435,516330,299Finished products 689,808673,321$3,860,225$3,291,328

*Property,          Plant and Equipment :*Property,      plant  and equipment are carried at cost. Maintenance   and repair costs   are   expensed  as incurred. Additions and betterments   are capitalized. The  depreciation   policy of the Company is generally as  follows:

 
**Class ****Method ****Estimated Useful Lives **Buildings Straight-line 10 to 40 years Machinery and equipment Straight-line 3 to 10 years Tools and dies Straight-line 3 years 

Depreciation,        including depreciation on capitalized leases,   amounted to $280,552(2004),        $313,693 (2003), and $355,830 (2002).

*Valuation          of Long-Lived Assets :*Long-lived       assets such as property, plant and equipment,   goodwill, patents and software      are reviewed for impairment whenever  events or changes in circumstances     indicate  that the carrying amount  may not be recoverable. If the total   of  the expected  future undiscounted  cash flows is less than the carrying   amount  of the asset,  a loss isrecognized   for the difference between the   fair value  and carrying  valueof the asset.

*Intangible          Assets :*Goodwill      is  the excess of the purchase price over the fair   value of net identifiable       assets acquired in business combinations  accounted for as a purchase.   Prior    to adoption of SFAS No. 142 in the  first quarter of fiscal 2003,   the Company    amortized goodwill on astraight-line   basis over 15 to 20  years. Amortization    of intangiblesamounted to $-0-   (2004), $-0- (2003)  and $112,565 (2002).

*Shipping and Handling          Costs :*Shipping      and  handling costs are classified as cost of product   sold.

*Advertising Costs          :*Advertising       costs are expensed as incurred and amounted to$153,194 (2004), $143,496      (2003) and $135,724 (2002).

*Income          Taxes :*The   Company    records income taxes under the provisions of FinancialAccounting   Standards    Board Statement No. 109, "Accounting for IncomeTaxes."

*Income          per Common Share :*Income     per   common share information is computed on the weighted   average number     of shares   outstanding during each period as disclosed   in note 9.

*Adoption          of New Accounting Standards :*In   July   2001,   the Financial Accounting Standards Board issued   SFAS No. 142,  Goodwill   and   Other Intangible Assets.  SFAS No. 142  requires that  goodwill  and intangible   assets with indefinite useful lives  no longer  be amortized,  but instead be  tested for impairment at least annually in  accordance with  its' provisions.   The Company adopted the provisions of  SFAS No. 142 effective   October 1, 2002.  Additionalinformation is disclosed  in note 11. In December   2002, the Financial  AccountingStandards  Board  issued SFAS No. 148, Accounting   for Stock-Based  Compensation- Transition  and Disclosure. This statement   is intended to encouragemore companies  to adopt the fair value method of  accounting and amendsthe  disclosure requirements of SFAS No. 123, Accounting   for Stock-BasedCompensation  to require more prominent disclosure in both   annual and interimfinancial   statements. The Company follows the "disclosure   only" provisionsof SFAS  No. 123, thus the adoption of SFAS No. 148 in March   2003 did notaffect  the Company's results of operations, financial position   or liquidity.Pro  forma information is presented in note 6.

In August          2001, The Financial Accounting Standards Board issued SFAS No. 144,    Accounting      for the Impairment or Disposal of Long-Lived Assets. This    statement addresses      financial accounting and reporting for the impairment    or disposal of long-lived     assets. This statement supersedes FASBStatement     No. 121. The Company adopted    the provisions of SFAS No.144 effective    October 1, 2002. The adoption of  SFAS No. 144 did not impactthe Company's    results of operations, financial    position or liquidity.

In June 2002,          the Financial Accounting Standards Board issued SFAS No. 146, Accounting         for Costs Associated with Exit or Disposal Activities. SFAS No. 146   requires      companies to recognize costs associated with exit or disposal   activities     when they are incurred rather than at the date of a commitment   to an exit     or disposal plan for activities initiated after December 31,  2002. The  Company   adopted the provisions of SFAS No. 146 effective January  1, 2003.  During  2003, the Company had no exit or disposal activities.

In April 2003,The Financial Accounting Standards Board issued SFAS No. 149, Amendment toStatement 133 on Derivative Instruments and Hedging Activities. SFAS No.          149 amends and clarifies the financial accounting and reportingfor    derivative      instruments, including certain derivative instrumentsembedded    in other    contracts  and for hedging activities under SFASNo. 133, Accounting    for   Derivative Instruments and Hedging Activities.This statement is effective      for hedging relationships designated andcontracts entered into or modified      after June 30, 2003, except for theprovisions that relate to SFAS No.   133   Implementation Issues, which willcontinue to be applied in accordance   with   their respective dates. Uponadoption of SFAS No. 149 the Company  had no  derivatives, thus no impacton our consolidated financial statements.

In May 2003,          the Financial Accounting Standards Board issued SFAS No. 150, Accounting         for Certain Financial Instruments with Characteristics of Both Liabilities         and Equity. SFAS No. 150 establishes accounting standards for the classification         and measurement of certain financial instruments with characteristics     of   both liabilities and equity. The Company has nofinancial instruments     with   characteristics of both liabilities and equity,thus the July 1,   2003  adoption   of the provisions of SFAS No. 150 didnot affect the Company's     results of   operations, financial position orliquidity.

In November          2002, the Financial Accounting Standards Board issued Interpretation     No.    45, Guarantor's Accounting and Disclosure Requirements for Guarantees,      including   Indirect Guarantees of Indebtedness of Others. Interpretation      No.45 supersedes InterpretationNo. 34, Disclosures of Indirect Guarantees of Indebtedness of Others, and         provides guidance on the recognition and disclosures to be made by  a  guarantor     in its interim and annual financial statements about its  obligations  under     certain guarantees. The disclosure requirements are  effective for  financial     statements for interim or annual periods ending  after December  15, 2002.    The Company adopted Interpretation No. 45in   the first quarter  of fiscal   2003. Upon adoption of InterpretationNo.  45 the Company did not have any   guarantees other than product warranties, including indirect guarantees  of  indebtedness of others, thus no impact on our consolidated financial statements.

In January          2003, the Financial Accounting Standards Board issued Interpretation     No.    46, Consolidation of Variable Interest Entities. The Interpretation     addresses     the consolidation of variable interest entities, more commonly     referred   to as special purpose entities. The interpretation immediately     applies to   entities created after January 31, 2003, and after July1,   2003  for existing   variable interest entities. The Company has novariable   interest   entities,   thus the July 1, 2003 adoption of the provisions of  Interpretation   No. 46   did not affect the Company's results of operations,   financial position   or   liquidity.

*Reclassifications          :*Certain     prior   year amounts have been reclassified to conform   with current year    presentation.

**3. SHORT-TERM INVESTMENTS**                      **2004****2003****COST****MARKET****COST****MARKET**Short-term corporate      debt securities $                 -$                 -$1,018,000$1,018,000Mutual funds$2,000,000$2,051,863Less Cost2,000,000Gross unrealized gains(losses) on short-term investments51,863Deferred income taxes17,000Accumulated comprehensive    income (net of tax)$34,863

**4. SHORT-TERM FINANCING**

The Company has a          secured credit agreement of $1,000,000 with its financial lender.  The    agreement    expires in February 2005 and provides for a revolving  credit    facility of   $1,000,000 with interest at the bank's prime commercial  rate.    The agreement   is secured by the Company's accounts receivable,  inventory,    equipment and   general intangibles. The credit agreementcontains  affirmative    covenant requirements  related to tangible net worthminimums  of $9,000,000,    maintenance of a ratio  of debt to tangible networth of  not more than 1.00   to 1.00 and an interest  coverage ratio ofnot less than 1.25 to 1.00. The   Company had no borrowings  under this loanfacility during the years ended   September 30, 2004 and 2003.  The Companyis in compliance with its loan  covenants.

**5. LEASES**

*Operating*:The   Company    leases a facility and certain equipment under   operating leases   expiring  through  February 2008.

The Company's          minimum commitments under operating leases are as follows:

 2005$24,309200611,19220076,18020081,545**Total **$43,226

Rental expense          under these commitments was $39,524 (2004), $41,198 (2003) and $49,492       (2002).

*Capital*:During     2000,    the Company purchased equipment under a capital   lease  obligation,      replacing equipment purchased in 1997. The obligation  was payable in monthly     installments of $3,344 including interest at 8.0%  per year until February     2003. The total capital lease obligation  payable  included $44,954 remaining     on the equipment purchased in 1997.  The final  lease payment was made on   January  31, 2003. Interest expense  on this lease  obligation amounted to  $545 during  fiscal 2003.

A facility          held under a capital lease has a net book value of $0 at September   30,    2004.  Future minimum lease payments which extend through 2061 are   immaterial.

**6. STOCK OPTIONS**

Under the          Company's Key Employees Stock Option Plans (collectively the "Employee       Plans")  the Compensation Committee of the Board of Directors has the   authority    to  grant options to Key Employees to purchase up to 47,200  Class A shares,     net  of granted options. The options are exercisable for up to 10 years.    Incentive  stock options are available at an exercise price of not less  than  market price on the date the option is granted.However, options available    to an individual owning more than 10% of theCompany's Class A shares at   the time of grant must be at a price not lessthan 110% of the market price.   Non-qualified stock options may be issuedat such exercise price and on such  other terms and conditions as the Compensation   Committee may determine. No  options may be granted at a price less than  $2.925. Non-cash compensation   expense related  to stock option plans was  $0 for fiscal years ended September   30, 2004, 2003  and 2002. All options  granted under the Employee Plans are   exercisable at  September 30, 2004.

The Company's          Outside Directors Stock Option Plans (collectively the "Directors  Plans")        provide for the automatic grant of options to purchase up to 45,000  shares      (less 33,000 options which were either canceled, expired  or unissued)    of   Class A common stock over a five year period to members   of the Board    of Directors  who are not employees of the Company, atthe   fair market value    on the date  of grant. All options granted underthe   Directors Plans become    fully exercisable  on February 19, 2007.

Transactions involving          the plans are summarized as follows:**Weighted Average ****Exercise ****Weighted Average ****Exercise ****Weighted Average ****Exercise ****2004 ****Price ****2003 ****Price ****2002 ****Price ****Option Shares ****Employee Plans: **Outstanding October          1, 129,900$6.58151,400$6.66123,150$7.99  Granted ----44,3003.55 Canceled (4,900)9.71(21,500)7.10(16,050)8.31Exercised ------Outstanding September          30,(2004-$3.13 to $17.25 per share) 125,0006.46129,9006.58151,4006.66Exercisable September          30, 125,0006.46129,9006.58151,4006.66**Director Plans: **Outstanding October          1, 39,000$8.6242,000$9.7336,000$10.76Granted 6,0007.256,0003.676,0003.55Canceled --(9,000)10.49--Exercised ------Outstanding September          30,(2004-$3.55 to $18.00 per share) 45,0008.4439,0008.6242,0009.73Exercisable September          30, 33,3339.5228,00010.6130,00011.83

The following isa summary of the range of exercise prices for stock options outstanding and          exercisable under the Employee Plans and the Directors Plans atSeptember          30, 2004.                                            **Employee Plans****Outstanding**** Stock****Options****Exercisable****Weighted****Average****Share  Price****Weighted****Average****Remaining****Life**Range of exercisePrices:$3.13 - 5.0080,150$3.787.8$7.13 - 10.7537,900$9.454.0$17.256,950$17.252.0125,000$6.25

| **Directors Plans**      | **Outstanding****Stock****Options** | **Weighted****Average****Share  Price** | **Weighted****Average****Remaining****Life** | **Number of****Stock****Options****Exercisable** | **Weighted****Average****Share****Price** |
|--------------------------|-------------------------------------|-----------------------------------------|----------------------------------------------|--------------------------------------------------|-------------------------------------------|
| Range of exerciseprices: |                                     |                                         |                                              |                                                  |                                           |
| $3.55 - 4.25             | 16,000                              | $3.81                                   | 7.7                                          | 10,333                                           | $3.91                                     |
| $7.13 - 8.50             | 17,000                              | $7.82                                   | 4.9                                          | 11,000                                           | $8.13                                     |
| $12.25 - 18.00           | 12,000                              | $15.63                                  | 2.0                                          | 12,000                                           | $15.63                                    |
|                          |                                     |                                         |                                              |                                                  |                                           |
|                          | 45,000                              | $8.48                                   |                                              | 33,333                                           | $9.52                                     |

In December 2002,          the Financial Accounting Standards Board issued SFAS No. 148, Accounting         for Stock-Based Compensation - Transition and Disclosure. This statement        is intended to encourage more companies to adopt the fair value method     of   accounting and amends the disclosure requirements of  SFASNo.    123,  Accounting for Stock-Based Compensation to require more prominent  disclosure     in both annual and interim financial statements. For companies  that follow     the "disclosure only" provisions of SFAS 123, the new rules  were effective     in the first calendar quarter of 2003.

The Company has adopted          the disclosure only provisions of SFAS 123, which allows a company   to   continue    to measure compensation costs for those plans using the  intrinsic   value-based    method of accounting prescribed by APB Opinion  No. 25, Accounting   for Stock    Issued to Employees. The Company haselected   to follow APB Opinion   No. 25   and related interpretations inaccounting   for its stock options  for both  employees and non-employeeDirectors. Compensation   costs for stock  based awards is measured by theexcess, if any, of the fair  market value price at the grant date of theunderlying stock over the amount  the individual is required to pay for exercisingthe stock based award. Compensation    cost for fixed based awards are measuredat the grant date, and the Company    uses the Black-Scholes option pricingmodel to determine  the fair value  estimates   for disclosure purposes.The Black-Scholes option  pricing model  requires  the use of subjectiveassumptions which can materially  affect the  fair value  estimates. As aresult, management believes that the Black-Scholes  model may not necessarilyprovide a reliable single measure  of the fair value  of the Company's stockoptions. The following weighted-average  assumptions  were used in the optionpricing model for 2004, 2003 and 2002  respectively:  a risk free interestrate of 4.0%, 3.0% and 3.0%; an expected  life of 6, 6 and 6 years; an expecteddividend yield of 0.0%, 0.0% and 0.0%;  and a volatility    factor of .44,..60 and .71. The adoption of this statement  did not affect    the Company'sresults of operations, financial position  or liquidity. Had    compensationcost for fixed price stock options granted  in 2004, 2003 and    2002 beendetermined consistent with FAS 123, pro forma  net income (loss)    and earnings(loss) per share would have been as follows:**2004****2003****2002**Net Income (Loss) - as reported$659,770$(1,773,198)$244,406Deduct: Total stock     based employee and Director compensation expense      determined under  fair   value based method for all awards, net of related    tax  effects10,5179,340111,380- pro forma $649,253$(1,782,538)$133,026Basic Income (Loss)     per share- as reported$.54$(1.45)$.20Diluted Income (Loss)     per share- as reported$.53$(1.45)$.20Basic Income (Loss)          per share - pro forma $.53$(1.46)$.11Diluted Income (Loss)          per share- pro forma $.52$(1.46)$.11

The fair valuemethod of accounting has not been determined for options granted prior toOctober 1, 1995. The effects of applying FAS No. 123 in this pro forma disclosureare not necessarily indicative of future amounts.

**7. CAPITAL STOCK, TREASURY STOCK, AND CONTRIBUTED CAPITAL**

Unissued sharesof Class A common stock (624,866 and 623,766 shares in 2004 and 2003 respectively)are reserved for the share-for-share conversion rights of the Class B commonstock and stock options under the Employee Plans and the Directors Plans(see note 6). The Class A shares have one vote per share and the Class Bshares have three votes per share, except under certain circumstances such          as voting on voluntary liquidation, sale of substantially all the  assets,        etc. Dividends up to $.10 per year, noncumulative, mustbe   paid on Class      A shares before any dividends are paid on Class Bshares.

During June          2004, the Company purchased and retired 2,296 Class A shares from  two    retired    employees for $5.75, the closing price of the shares on  the date   of purchase.

**8. INCOME TAXES**

A reconciliationof the recovery of income taxes to the statutory Federal income tax rateis as follows:**2004****2003****2002**Income (Loss) Before          Provision for Income Taxes $842,870$(1,205,656)$261,606Statutory rate 34%34%34%286,576(409,923)88,946Surtax Savings --(3,700)State and local taxes          - net ---Permanent differences 10,70010,80016,800Research and development          credit - net (101,200)(62,300)(76,900)Other (12,976)(9,577)(7,946)$183,100$(471,000)$17,200                       

Deferred tax asset          (liabilities) consist of the following:**2004****2003****Current: **Inventories $42,300$31,200Research and development          credit carryforward --Bad debts3,40042,200Unrealized gains onshort-term investments(17,000)-Accrued liabilities 98,40058,000Prepaid expense (11,100)-116,000131,400**Noncurrent: **Depreciation andamortization 287,000275,600Research and development          credit carryforward 920,700778,400Net operating loss     carryforward72,600395,600Contribution carryforward 95,700129,1001,376,0001,578,700**Total **$1,492,000$1,710,100

The Company          has available a net operating loss carryforward of approximately $210,000         and a contribution carryforward of approximately $280,000. The net  operating       loss, contribution and research and developmentcredit carryforwards    will     begin to expire in 2019.

The Company's ability          to realize the entire benefit of its deferred tax assets requires  that     the   Company achieve certain future earning levels prior to the  expiration     of  its net operating loss, contribution and research and development credit     carryforwards. The Company could be required to record a valuation allowance     for a portion or all of its deferred tax assets if market conditions deteriorate     and future earnings are below, or projected to be below, its current estimates.

**9. EARNINGS PER COMMON SHARE**

The following table          sets forth the computation of basic and diluted earnings per share.**2004****2003****2002****Basic Income (Loss)     Per Share **Income (Loss) available          to common stockholders $659,770$(1,773,198)$244,406Shares denominator 1,218,9131,219,7501,219,750Per share amount $.54$(1.45)$.20**Effect of Dilutive     Securities **Average shares outstanding 1,218,9131,219,7501,219,750Stock options 31,506-21,3701,250,4191,219,7501,241,120**Diluted Income (Loss)     Per Share **Income (Loss) available          to common stockholders $659,770$(1,773,198)$244,406Per share amount $.53$(1.45)$.20

**10. EMPLOYEE BENEFIT PLANS**

The Company          has a formula based profit sharing bonus plan for officers and key   employees.       For fiscal 2003 and 2002, the formula produced no bonus  distributions.    In  addition the Board of Directors approved an additional  bonus plan for    fiscal  2004. The bonus distribution is determined bythe  Compensation Committee     of the Board of Directors. For fiscal yearended  September 30, 2004, bonus     expense amounted to approximately $384,000.The   Company    has a 401(k) Savings and Retirement Plan covering   all full-time   employees.    Company contributions to the plan, including   matching of employee   contributions,    are at the Company's discretion.   For fiscal years ended   September 30, 2004,    2003 and 2002, the Company   made no matching contributions   to the plan. The   Company does not provide   any other post retirement benefits   to its employees.

The Company          has a deferred compensation plan which permits selected management   and    highly  compensated employees to make tax deferred contributions in  the  form  of salary  reductions instead of, or in addition to, contributions    made by  them under  the 401(k) Savings and Retirement Plan. For fiscal  years  ended  September 30, 2004, 2003 and 2002, approximately $12,000,$9,600  and  $7,200  respectively,  were allocated by the participants tothis plan  and  is included  in "Accrued  Payroll and Related Expenses."

**11. GOODWILL**

In connection          with the adoption of the Financial Accounting Standards Board SFAS   No.    142,  "Goodwill and Other Intangible Assets", the Company discontinued    the   amortization  of goodwill as of October 1, 2002. In lieu of amortization,       the new standard  requires that goodwill be tested for impairment as  of   the  date of adoption  and at least annually thereafter. The initial  impairment     test indicated that  the carrying values of the reporting units exceeded    the corresponding fair  values due to prior year losses. The fair values   were determined by an asset  approach. The implied fair value of goodwill   in these reporting units was  then determined through the allocation of the  fair values to the underlying  asset and liability classes. The October 1,  2002 carrying value of the goodwill  in these reporting units exceeded its  implied fair value by $1,574,542. The  $1,038,542 represents an entire write-off  of the Company's goodwill as of  October 1, 2002, net of $536,000 of related  tax benefits, and has been reported  as the effect of a change in accounting  principle in the accompanying financial  statements. The goodwill in our September 30, 2002 financial statements, which included the $1,574,542 described above, was supported by the undiscounted  estimated future cash flows of the related operations.SFAS    No.   142  does not provide for restatement of the results   of operations   for periods     ending prior to October 1, 2002. The following   table provides    a reconciliation     of the reported net income (loss)  available to common    shareholders to an   adjusted income (loss) before  cumulative effect of  change  in accounting  principle  and basic and diluted  earnings per share  assuming  that SFAS No.  142 had been  adopted as of October 1, 2001:**2004****2003****2002****Net  Income (Loss): **Reported Net Income          (Loss) $659,770$(1,773,198)$244,406Add back: goodwill    amortization and impairment, net of tax-1,038,54274,265Adjusted Net Income    (Loss)$659,770$(734,656)$318,671Shares denominator1,218,9131,219,7501,219,750**Basic Income (Loss)      per Share:**Reported Basic Income    (Loss) per Share$.54$(1.45)$.20Add back: goodwill    amortization and impairment, net of tax-.85.06Adjusted Basic Income    (Loss) per Share$.54$(.60)$.26**Effect of Dilutive     Securities: **Average shares outstanding 1,218,9131,219,7501,219,750Stock options 31,506-21,3701,250,4191,219,7501,241,120**Diluted Income (Loss)     Per Share: **Reported DilutedNet Income (Loss) per Share$.53$(1.45)$.20Add back: goodwill    amortization and impairment, net of tax-.85.06Adjusted DilutedIncome (Loss) per Share $.53$(.60)$.26                      

**12. SEGMENT AND RELATED INFORMATION**

The Company          has adopted SFAS No. 131, Disclosures about Segments of an Enterprise      and    Related Information, which changes the way the Company reports  the    information    about its operating segments.

The Company's          four business units have a common management team and infrastructure.      The    indicators and gauges unit has different technologies and customers      than   the other business units. Therefore, the business units havebeen     aggregated   into two reportable segments: 1.) indicators and gaugesand    2.) automotive   related diagnostic tools and equipment. The Company's management    evaluates   segment performance based primarily on operating earnings before    taxes. Non-operating  items such as interest income and interest expense   are included in general  corporate expenses. Depreciation expense on assets   used in manufacturing   are considered part of each segment's  operating performance.   Depreciation   expense on non-manufacturing assets  are included in general   corporate expenses.

*Indicators          and Gauges*

This segment          consists of products manufactured and sold primarily to companies  in   the    aircraft and locomotive industry. Within the aircraft market,  the  primary    customers are those companies that manufacture or service  business  and pleasure   aircraft. Within the locomotive market, indicators  and gauges  are sold to   both original equipment manufacturers and to operators  of railroad    equipment.

*Automotive          Diagnostic Tools and Equipment*

This segment consists          primarily of products designed and manufactured to support thetesting        or   servicing of automotive systems using electronic meansto measure     vehicle      parameters. These products are sold to OEM'sand to the aftermarket     using      several brand names and a variety ofdistribution methods. Included    in   this   segment are products used forstate required testing of vehicle    emissions.      Also included in thissegment are fastening control products    used primarily      by large manufacturersto monitor and control the "nut    running process"    (the  controlled tighteningof threaded fasteners) in   assembly plants. This   equipment  provides highquality joint control and   documentation.

*Information          by industry segment is set forth below:***Years Ended September          30, ****2004****2003****2002****Net Sales **  Indicators and Gauges  $1,638,952 $1,428,575 $1,863,037Automotive Diagnostic    Tools and Equipment 14,082,0869,609,37110,528,605 $15,721,038 $11,037,946 $12,391,642**Income (Loss) Before          Provision for Income Taxes **Indicators and Gauges  $328,547 $31,044 $336,555Automotive Diagnostic          Tools and Equipment 2,490,391285,5691,468,438General Corporate          Expenses (1,976,068)(1,522,269)(1,430,822)Goodwill Amortization--(112,565) $842,870 $(1,205,656) $261,606

*Asset Information          :***Years Ended September          30, ****2004****2003****Identifiable Assets ** Indicators and Gauges  $817,488 $771,108Automotive Diagnostic    Tools and Equipment 4,482,4894,174,295Corporate6,414,7885,434,660Goodwill-- $11,714,765 $10,380,063

As discussed          in note 11, the amortization of goodwill was discontinued at the beginning         of fiscal 2003 with the adoption of SFAS No. 142. Goodwill impairment     recognized    in the first quarter of fiscal 2003 amounted to $55,556 for    the indicators    and gauges segment and $1,518,986 for the automotive  diagnostic   tools and    equipment segment. Although goodwill amortization  was included   in income   or loss before provision for income taxes by segment  for fiscal   2002, we  have adjusted the segment information for fiscal 2002  to present   it on a consistent basis with the fiscal 2004 and 2003 presentation.  The  fiscal 2002 goodwill amortization expense is now presented on a separate   line.

*Geographical          Information :*

Included inthe consolidated financial statements are the following amounts related togeographic locations:**Years Ended September          30, ****2004****2003****2002****Revenue: **United States ofAmerica $15,317,947$10,536,829$11,825,716Canada 240,735263,934391,134Other foreign countries 162,356237,183174,792$15,721,038$11,037,946$12,391,642

All export          sales to Canada and other foreign countries are made in United States      of   America Dollars.

**13. TENDER OFFER**

On August          11, 2004, the Company filed Securities and Exchange Commission Schedule        13E-3 in connection with its Tender Offer to purchase for cash all Class      A common shares, $1 par value, held by holders of 99 or fewershares as   of  the close of business on August 2, 2004. The Company willpay $10 per   Class  A common share properly tendered by an eligible shareholder.  Payment   will  be made after December 15, 2004, the current expirationdate  of this   offer.

If during          or after completion of this offer, the Company has fewer than 300  shareholders        of record, it intends to terminate the registrationof  its Class A common       shares under the Securities Exchange Act of 1934 and become a private,    non-reporting  company. As of September 30, 2004, 3,330 shares had been  tendered  and are  included as "Accrued Stock Repurchased" and "Treasury Stock". As  of November  23, 2004 an additional 1,971 shares have been tendered.

**14. QUARTERLY DATA (UNAUDITED)** 

**First****Second****Third****Fourth****Net Sales **2004 $3,570,409$5,871,643$3,788,528$2,490,4582003 2,447,9482,913,7562,887,6562,788,5862002 2,584,8173,252,7953,513,3533,040,677**Gross Profit **2004 1,722,2792,868,6911,880,3961,200,1772003 911,6411,347,8801,324,7521,341,8712002 1,057,1511,697,7611,829,2341,423,347**Income (Loss) before      cumulative effect of change in accounting     principle**2004172,010451,37887,877(51,495)2003(357,488)(122,720)(153,753)(100,695)2002(208,540)150,971249,59152,384**Net Income (Loss) **2004 172,010451,37887,877(51,495)2003 (1)(1,396,030)(122,720)(153,753)(100,695)2002 (208,540)150,971249,59152,384**Income (Loss) per      Common Share before cumulative effect of change     in accounting principle****Basic**2004.14.37.07(.04)2003(.29)(.10)(.13)(.08)2002(.17).12.20.05**Diluted**2004.14.36.07(.04)2003(.29)(.10)(.13)(.08)2002(.17).12.20.05**Net Income (Loss)          per Common Share ****Basic **2004 .14.37.07(.04)2003 (1.14)(.10)(.13)(.08)2002 (.17).12.20.05**Diluted **2004 .14.36.07(.04)2003 (1.14)(.10)(.13)(.08)2002 (.17).12.20.05(1) The first quarter          2003 includes a $1,038,542 charge from a change in accounting for  goodwill,        net of tax of $536,000.

****

**SELECTED FINANCIAL DATA**

**
**FOR          THE YEARS ENDED SEPTEMBER 30**
**
|                                            | **2004**                                                  | **2003** | **2002** | **2001** | **2000** |
|--------------------------------------------|-----------------------------------------------------------|----------|----------|----------|----------|
|                                            | (In Thousands of Dollars, except per share amounts)  |
|                                            |                                                           |          |          |          |          |
| Net Sales                             | $                                                    | 15,721   | $   | 11,038   | $   | 12,392 | $  | 15,261 | $  | 18,275 |
|                                            |                                                           |          |          |          |          |
| Net Income (Loss)                     | $                                                    | 660      | $   | (1,773)  | $   | 244 | $  | (662) | $  | (411) |
|                                            |                                                           |          |          |          |          |
| Working Capital                       | $                                                    | 7,654    | $   | 6,611    | $   | 7,720 | $  | 7,096 | $  | 7,923 |
|                                            |                                                           |          |          |          |          |
| Total Assets                          | $                                                    | 11,715   | $   | 10,380   | $   | 12,303 | $  | 12,178 | $  | 13,767 |
|                                            |                                                           |          |          |          |          |
| Long-term Debt                        | $                                                    | -0-      | $   | -0-      | $   | -0- | $  | 9 | $  | 156 |
|                                            |                                                           |          |          |          |          |
| Total Stockholders'          Equity   | $                                                    | 10,106   | $   | 9,458    | $   | 11,231 | $  | 10,986 | $  | 11,642 |
|                                            |                                                           |          |          |          |          |
| Net Income (Loss)          Per Share  | $                                                    | .54      | $   | (1.45)   | $   | .20 | $  | (.54) | $  | (.34) |
|                                            |                                                           |          |          |          |          |
| Dividends Declared                    |                                                           |          |          |          |          |
|                                            |                                                           |          |          |          |          |
| Per Share:                            |                                                           |          |          |          |          |
|                                            |                                                           |          |          |          |          |
| Class A                               | $                                                    | -0-      | $   | -0-      | $   | -0- | $  | -0- | $  | .10 |
|                                            |                                                           |          |          |          |          |
| Class B                               | $                                                    | -0-      | $   | -0-      | $   | -0- | $  | -0- | $  | .10 |
|                                            |                                                           |          |          |          |          |
| Stockholders' Equity                  |                                                           |          |          |          |          |
|                                            |                                                           |          |          |          |          |
| Per Share:                            | $                                                    | 8.30     | $   | 7.75     | $   | 9.21 | $  | 9.01 | $  | 9.56 |
|                                            |                                                           |          |          |          |          |
| Return on Sales                       | 4.2%                                                      | (16.1%)  | 2.0%     | (4.3%)   | (2.2%)   |
|                                            |                                                           |          |          |          |          |
| Return on Assets                      | 6.0%                                                      | (15.6%)  | 2.0%     | (5.4%)   | (2.9%)   |
|                                            |                                                           |          |          |          |          |
| Return on Equity                      | 6.7%                                                      | (17.1%)  | 2.2%     | (6.0%)   | (3.5%)   |
|                                            |                                                           |          |          |          |          |
| Closing Stock Price                   | $                                                    | 5.30     | $   | 4.10     | $   | 4.71 | $  | 2.50 | $  | 4.50 |
|                                            |                                                           |          |          |          |          |

**ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING          AND FINANCIAL DISCLOSURE**

Not Applicable.                     **ITEM 8A. CONTROLS       AND PROCEDURES**

As of September 30,          2004, an evaluation was performed, under the supervision and with  the    participation    of the Company's management, including the Company's  Chief    Executive Officer    along with the Company's Vice President,Finance   and    Chief Financial Officer,    of the effectiveness of thedesign and   operation    of the Company's disclosure    controls and procedures.Based   upon that  evaluation,  the Company's management,    including theChief  Executive Officer  along with the Company's Vice President,    Financeand  Chief Financial Officer,   concluded that the Company's disclosure  controls  and procedures were effective  as of September 30, 2004 in ensuring   that  information required to be disclosed   by the Company in the reports it  files and submits under the Exchange Act  is recorded, processed, summarized    and reported, within the time periods  specified in the Commission'srules     and forms. There have been no significant  changes in the Company'sinternal     controls over financial reporting or  in other factors whichcould significantly     affect internal controls over  financial reportingsubsequent to the date      the Company carried out its evaluation.

**ITEM 8B.****QUANTITATIVE        AND QUALITATIVE DISCLOSURES ABOUT      MARKET     RISK**

----

**
**PART III**
**

**ITEM          9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE         WITH SECTION 16(a) OF THE EXCHANGE ACT**

The information          required by this Item 9as to the Directors of the Company is incorporated          herein by reference to the information set forth under the caption   "Information       Concerning Nominees for Directors" in the Company'sdefinitive   Proxy  Statement     for the Annual Meeting of Shareholdersto be held on   February  23, 2005,   since  such Proxy Statement will befiled with the  Securities  and Exchange   Commission  not later than 120days after the end of the Company's  fiscal   year pursuant  to Regulation14A. Information required by this Item  9 as to the Executive     Officers of the Company is included in Part I of this Annual Reporton   Form  10-KSB.

The following isa list of the executive officers of the Company as of September 30, 2004.The executive officers are elected each year and serve at the pleasure ofthe Board of Directors. Mr. Robert Bauman was elected Chairman by the Boardof Directors in July 1993 and served as chairman until May 2001. He has been          President since 1991 and Chief Executive Officer since 1993. For at   least      five years prior to 1991 he held the office of Vice President.    The Board     of Directors elected Mr. Gregory Zoloty Senior Vice President    of Finance    and Chief Financial Officer in February 2004. Mr. Zoloty was   Vice President    of Finance and Chief Financial Officer since May2001.  Mr. Zoloty was Vice    President of Accounting and Chief AccountingOfficer  since 1994. He joined    the Company in 1986. Mr. Thomas Baumanwas elected   Senior Vice President   of Sales and Marketing by the Boardof Directors  in February 2004. Mr. Thomas    Bauman was elected Vice Presidentof Sales  and Marketing by the Board of   Directors in May 1999. He joinedthe Company  in April 1998. In 1996 and 1997  he was President and CEO ofC&K Manufacturing.  Mr. Robert Bauman and Mr. Thomas Bauman are brothers.                       **OFFICE ****OFFICER ****AGE **President and Chief          Executive Officer Robert L. Bauman 64 Senior Vice President,          Finance and Chief Financial Officer Gregory M. Zoloty 52 Senior Vice President,          Sales and Marketing Thomas F. Bauman 61 

*The description          of Executive Officers called for in this Item is included pursuant   to   Instruction    3 to Section (b) of Item 401 of Regulation S-K.

Hickok has          historically operated under informal ethical guidelines, under which     the    Company's principal executive, financial, and accounting officers,     are held   accountable. In accordance with these guidelines, the Company    has always  promoted honest, ethical and lawful conduct throughout the organization     and  has adopted a written Code of Ethics.

**ITEM 10. EXECUTIVE COMPENSATION**

The information          required by this Item 10 is incorporated by reference to the information         set forth under the caption "Executive Compensation" in the Company's     definitive     Proxy Statement for the Annual Meeting of Shareholders to   be held on February     23, 2005, since such Proxy Statement will be filed   with the Securities  and  Exchange Commission not later than 120days after   the end of the Company's     fiscal year pursuant to Regulation14A.

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT          AND RELATED STOCKHOLDER MATTERS**

Equity          Compensation Plan Information

The following table          provides information as of September 30, 2004 with respect to compensation          plans (including individual compensation arrangements) under which   Common       Stock of the Company is authorized for issuance under compensation   plans      previously approved and not previously approved by shareholders   of the   Company.(a) (b) (c) Plan category Number of securities    to be issued upon exercise of outstanding      options, warrants and rights Weighted average exerciseprice of outstanding options, warrants      and rights Number of securities    remaining available for future issuance under      equity compensation plans   (excluding securities reflected in column (a)) 

________________________________________________________________________________Equity compensation          plans approved by security holders 158,333 $7.11 62,200 Equity compensation          plans not approved by security holders     -   -    -                                               
Total 
158,333 62,200 

Other information          required by this Item 11 is incorporated byreference to the information set forth under the captions "Principal Shareholders"          and "Share Ownership of Directors and Officers" in the Company's definitive         Proxy Statement for the Annual Meeting of Shareholders to be held on   February     23, 2005, since such Proxy Statement will be filed with the  Securities  and   Exchange Commission not later than 120days after the end  of the Company's     fiscal year pursuant to Regulation14A.

**ITEM 12. CERTAIN RELATIONSHIPS          AND RELATED TRANSACTIONS**

The information          required by this Item 12 is incorporated by reference to the information         set forth under the caption "Transactions with Management" in the Company's        definitive Proxy Statement for the Annual Meeting of Shareholders to   be   held  on February 23, 2005, since such Proxy Statement will befiled   with   the Securities  and Exchange Commission not later than 120days after   the   end of the Company's  fiscal year pursuant to Regulation14A.

****

**ITEM 13. EXHIBITS**

(a) (1) FINANCIAL          STATEMENTS

The following Consolidated          Financial Statements of the Registrant and its subsidiaries areincluded         in Part II, Item 7:**PAGE **Report of Independent   Registered Public Accounting FirmF-1Consolidated Balance          Sheet - As of September 30, 2004 and 2003F-2Consolidated Statement          of Income - Years Ended September 30, 2004, 2003 and 2002F-4Consolidated Statement          of Stockholders' Equity - Years Ended September 30, 2004, 2003and    2002F-5Consolidated Statement          of Cash Flows - Years Ended September 30, 2004, 2003 and 2002F-6Notes to Consolidated          Financial StatementsF-8

(a) (2) FINANCIAL          STATEMENT SCHEDULES

The following          Consolidated Financial Statement Schedules of the Registrant and its    subsidiaries     are included in Item 13hereof.

SEQUENTIAL PAGE                      Report of Independent   Registered Public Accounting Firm as to Schedules Schedule VIII-Valuation          and Qualifying Accounts Schedule IX-Short-term          Borrowings 

All other          schedules for which provision is made in the applicable accounting   regulation       of the Securities and Exchange Commission are not required   under the  related     instructions or are inapplicable, and thereforehave   been omitted.

(a) (3) EXHIBITS

Reference          is made to the Exhibit Index set forth herein.

**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**

The information          required by this Item 14 is incorporated by reference to the information         set forth under the caption "Independent Public Accountants" in the Company's        definitive Proxy Statement for the Annual Meeting of Shareholders to   be   held  on February 23, 2005, since such Proxy Statement will befiled   with   the Securities  and Exchange Commission not later than 120days after   the   end of the Company's  fiscal year pursuant to Regulation14A.

----

**
**SIGNATURES**
**

Pursuant to the requirements          of Section 13 or 15(d) 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 at Cleveland, Ohiothis   17th day of December,     2004.                      HICKOK INCORPORATED                                                  
By:          /s/ Robert L. Bauman Robert    L. Bauman President     and Chief Executive Officer 

Pursuant tothe requirements of the Securities Exchange Act of 1934, this report has          been signed below by the following persons on behalf of the Registrant       and   in the capacities indicated and on the 17th day of December,2004:           

| **SIGNATURE: **        | **TITLE **                                    |
|-----------------------------|----------------------------------------------------|
|                             |                                                    |
| /s/ Janet H. Slade     | Chairman                                      |
| Janet H. Slade         |                                                    |
|                             |                                                    |
|                             |                                                    |
| /s/ Robert L. Bauman   | President and Chief    Executive Officer      |
| Robert L. Bauman       | (Principal Executive    Officer)              |
|                             |                                                    |
|                             |                                                    |
| /s/ Gregory M. Zoloty  | Senior Vice President    and Chief Financial  |
| Gregory M. Zoloty      | Officer                                            |
|                             | (Principal Financial    and Accounting Officer)    |
|                             |                                                    |
| /s/ T. Harold Hudson   | Director                                      |
| T. Harold Hudson       |                                                    |
|                             |                                                    |
|                             |                                                    |
| /s/ James T. Martin    | Director                                      |
| James T. Martin        |                                                    |
|                             |                                                    |
|                             |                                                    |
| /s/ Michael L. Miller  | Director                                      |
| Michael L. Miller      |                                                    |
|                             |                                                    |
|                             |                                                    |
| /s/ James Moreland     | Director                                      |
| James Moreland         |                                                    |
|                             |                                                    |
|                             |                                                    |
| /s/ Hugh S. Seaholm         | Director                                           |
| Hugh S. Seaholm             |                                                    |

----

----

**
**EXHIBIT INDEX**
**
| **EXHIBIT NO.: ** | **DOCUMENT ** |  |
|------------------------|--------------------|--|

| 3(a)   | Articles of Incorporation    and Code of Regulations.*                                                                                                                                                                                                                         |  |
|-------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|             |                                                                                                                                                                                                                                                                                     |  |
| 3(b)   | Amendment to Articles    of Incorporation (incorporated herein by      reference to the Company's   Annual Report on Form 10-K for the fiscal year     ended September 30,1995,   File No. 0-147).                                                                             |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 10(a)  | Loan Agreement, dated    as of February 28, 2004, by and between the Company and Huntington National    Bank (incorporated herein by reference to the appropriate exhibit to the   Company's Quarterly Report on Form 10-QSB for the quarterly period ended  March 31, 2004).  |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 10(b)  | Hickok Incorporated    1995 Key Employees Stock Option Plan (incorporated      herein by reference    to the appropriate exhibit to the Company's Registration      Statement  on  Form S-8 as filed with the Commission on September 17, 1998).                               |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 10(c)  | Hickok Incorporated    1997 Outside Directors Stock Option Plan (incorporated      herein byreference    to the appropriate exhibit to the Company's Registration Statement  on  Form S-8 as filed with the Commission on September 17, 1998).                                 |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 10(d)  | Hickok Incorporated    1997 Key Employees Stock Option Plan (incorporated      herein by reference    to the appropriate exhibit to the Company's Registration      Statement  on  Form S-8 as filed with the Commission on September 17, 1998).                               |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 10(e)  | Hickok Incorporated    2000 Outside Directors Stock Option Plan (incorporated      herein byreference    to the appropriate exhibit to the Company's Registration Statement  on  Form S-8 as filed with the Commission on June 6, 2001).                                       |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 10(f)  | Hickok Incorporated    2000 Key Employees Stock Option Plan (incorporated      herein by reference    to the appropriate exhibit to the Company's Registration      Statement  on  Form S-8 as filed with the Commission on June 6, 2001).                                     |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 11          | Computation of Net    Income Per Common Share.                                                                                                                                                                                                                                 |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 21          | Subsidiaries of the    Registrant.                                                                                                                                                                                                                                             |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 23          | Consent of Independent  Registered Public Accounting Firm.                                                                                                                                                                                                                     |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 31.1        | Certification bythe Chief Executive Officer pursuant to Section      302 (a) of the Sarbanes-Oxley     Act of 2002.                                                                                                                                                                 |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 31.2        | Certification bythe Chief Financial Officer pursuant to Section      302 (a) of the Sarbanes-Oxley     Act of 2002.                                                                                                                                                                 |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 32.1        | Certification bythe Chief Executive Officer pursuant to 18 U.S.C.      Section 1350, as adopted     pursuant to Section 906 of the Sarbanes-Oxley   Act   of 2002.                                                                                                                  |  |
|             |                                                                                                                                                                                                                                                                                     |  |
| 32.2        | Certification bythe Chief Financial Officer pursuant to 18 U.S.C.      Section 1350, as adopted     pursuant to Section 906 of the Sarbanes-Oxley   Act   of 2002.                                                                                                                  |  |

Reference      is made to the Company's basic documents filed asExhibits 3(a) and 3(b)     to the Company's Registration Statement on FormS-1, dated September 1,   1959,   as supplemented by Amendments 1 and 2 thereto,dated respectively   October   15, 1959, and October 19, 1959 (the October15, 1959 amendment  containing   an Amendment to Articles of Incorporation,dated September 29,  1959) and  such exhibits are hereby incorporated byreference herein.

----

**
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS TOCONSOLIDATED SCHEDULES**
**

To the Shareholders          and Board of DirectorsHickok     IncorporatedCleveland,       Ohio

We have audited          the consolidated financial statements of HICKOK INCORPORATED (the  "Company")        as of September 30, 2004 and 2003, and for each of the three years in   the    period ended September 30, 2004, and have issuedour report thereon    dated    November 23, 2004; such consolidated financial statements and report   are   included in Part II, Item 7of this Form 10-KSB. Our audits also included the          consolidated financial statement schedules ("schedules") of theCompany        listedin item 13. These schedulesare  the    responsibility    of the Company's management. Our responsibility is to  express  an opinion   based on our audits. In our opinion, such schedules,    when considered  in relation   to the basic financial statements taken as   a whole, present  fairly in all   material respects the informationset forth  therein.                                            

/s/ Meaden          & Moore, Ltd.

MEADEN &          MOORE, Ltd.Certified      Public  Accountants                      

December 14,2004Cleveland,       Ohio

----

```
                                                 HICKOK INCORPORATED                                  SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS           Col. A                    Col. B                   Col.C                    Col. D          Col. E-----------------------             ----------   -------------------------------     -----------    ------------                                                           Additions                                                 -------------------------------                                    Balance at     Charged to        Charged to                        Balance                                    Beginning      Costs and           Other                           at End    Description                     of Period       Expenses          Accounts        Deductions      of Period-----------------------------       ----------    ------------     -------------      -----------    ------------Deducted from Asset Accounts:                                                  Year Ended September 30, 2002                                                  ------------------------------ Reserve for doubtful accounts       $  43,000    $    (400) (1)     $  2,330 (2)     $   (270) (3)     $  46,000 Reserve for inventory obsolescence  $  92,000    $ 348,123          $      -         $ 408,623 (4)     $  31,500                                                  Year Ended September 30, 2003                                                  ------------------------------ Reserve for doubtful accounts       $  46,000    $ 132,484  (1)     $ 14,211 (2)     $  68,695 (3)     $ 124,000 Reserve for inventory obsolescence  $  31,500    $ 361,506          $      -         $ 315,006 (4)     $  78,000                                                  Year Ended September 30, 2004                                                  ------------------------------ Reserve for doubtful accounts       $ 124,000    $ (39,585) (1)     $  9,733 (2)     $  84,148 (3)     $  10,000 Reserve for inventory obsolescence  $  78,000    $ 196,807          $      -         $ 168,807 (4)     $ 106,000(1) Classified as bad debt expense. (2) Recoveries on accounts charged off in prior years.(3) Accounts charged off during year as uncollectible.(4) Inventory charged off during the year as obsolete.
```

----

```
                                              HICKOK INCORPORATED                                         SCHEDULE IX - SHORT-TERM BORROWINGS        Col. A                      Col. B       Col. C        Col. D            Col. E              Col. F       --------                   ----------   ---------   ---------------   --------------   --------------------                                                Weighted    Maximum Amount   Average Amount    Weighted Average                                  Balance at    Average      Outstanding      Outstanding       Interest RateCategory of Aggregate               End of      Interest     During the        During the        During theShort-term Borrowings               Period        Rate          Period           Period (2)       Period (3)------------------------          ----------   ---------   ---------------   --------------   --------------------                                          Year Ended September 30, 2002                                          -----------------------------   Note Payable to Bank (1)       $      -          -%       $        -        $       -                 -%                                          Year Ended September 30, 2003                                          -----------------------------     Note Payable to Bank (1)       $      -          -%       $        -        $       -                 -%                                          Year Ended September 30, 2004                                          -----------------------------   Note Payable to Bank (1)       $      -          -%       $        -        $       -                 -%(1) Note payable to bank represents borrowings under a revolving credit facility which expires February 28, 2005.(2) The average amount outstanding during the period was computed by dividing the total of daily outstanding principal balances by 365.(3) The weighted average interest rate during the period was computed by dividing the actual interest by the average short-term debt outstanding.
```