**SECURITIES   AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM   10-K

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

For the fiscal year ended September 30, 2002

OR

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

For the transition period from Not Applicable to Not Applicable

Commission   file number: 0-147

**HICKOK INCORPORATED**

(Exact   name of registrant as specified 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)
**

Registrant's   telephone number, including area code: **(216) 541-8060**

Securities   registered pursuant to

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

Class   A Common Shares, $1.00 par value(Title of Class)

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of Registrant's   knowledge, in definitive proxy or information statementsincorporated by  reference in Part III of this Form 10-K or any amendmentto this Form 10-K.**[X]**

Indicate  bycheck mark whether the registrant is an   accelerated filer ( as definedin Exchange Act Rule 12b - 2 ).**Yes [ ] No[X]**

As of December16,   2002, the Registrant had 764,884 voting shares of Class A Common Stockoutstanding   and 454,866 voting shares of Class B Common Stock outstanding.As of such   date, non-affiliates held 709,553 shares of Class A Common Stockand 233,098   shares of Class B Common Stock. As of December 13, 2002, basedon the closing   price of $4.57 per Class A Common Share on the Nasdaq SmallCap Market, the  aggregate market value of the Class A Common Stock heldby such non-affiliates   was approximately $3,242,657. There is no tradingmarket in the shares of   Class B Common Stock.

Documents Incorporated by Reference:

| **PART 			OF FORM 10-K**                | **DOCUMENT 			INCORPORATED   BY REFERENCE**                                                                                                                            |
|-----------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Part 			III (Items 10, 11,   12 and 13) | Portions 			of the Registrant's   Definitive Proxy Statement to be used in 			connection with its Annual Meeting   of Shareholders to be held on 			February 19, 2003. |

Except as otherwise stated, theinformation   contained in this Form 10-K is as of September 30, 2002.

Table 	of Contents

**PART    		I.**
ITEM 			1. DESCRIPTION OF BUSINESSITEM 2. 			DESCRIPTION OF PROPERTIESITEM 3. LEGAL 			PROCEEDINGSITEM 4. SUBMISSION OF MATTERS 			TO AVOTE   OF  SECURITY HOLDERSITEM 10. 			EXECUTIVE OFFICERS OF THE REGISTRANT*

**PART    		II**
ITEM 5.    			MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 			MATTERSITEM   			6. SELECTED FINANCIAL DATAITEM 7. 			MANAGEMENT'S DISCUSSION AND ANALYSIS  OF  FINANCIAL CONDITION AND 			RESULTSITEM 7A. QUANTITATIVE AND 			QUALITATIVE DISCLOSURES    ABOUT MARKET RISKF-1: 			INDEPENDENT AUDITORS' REPORTF-2: 			CONSOLIDATED BALANCE SHEETF-3: LIABILITIES 			AND STOCKHOLDERS' EQUITYF-4: 			CONSOLIDATED STATEMENT OF INCOMEF-5: 			CONSOLIDATED STATEMENTOF  STOCKHOLDERS'   EQUITYF-6: 			CONSOLIDATED STATEMENT OF CASH FLOWS

**NOTES    		TO CONSOLIDATED FINANCIAL STATEMENTS**
1. 			NATURE OF OPERATIONS2. SUMMARY OF 			SIGNIFICANT ACCOUNTING POLICIES3. 			SHORT-TERM FINANCING4. LEASES5. 			STOCK OPTIONS6. CAPITAL STOCK, TREASURY 			STOCK, AND CONTRIBUTED    CAPITAL7. INCOME 			TAXES8. EARNINGS PER COMMON SHARE9. 			EMPLOYEE BENEFIT PLANS10. ACQUISITION11. RESTRUCTURING CHARGE12. 			SEGMENT AND RELATED INFORMATION13. 			QUARTERLY DATA (UNAUDITED)
ITEM 			9. DISAGREEMENTS ON ACCOUNTING AND    FINANCIAL DISCLOSURE

**PART    		III.**
ITEM 			10. DIRECTORS AND EXECUTIVE OFFICERS    OF THE REGISTRANTITEM 			11. EXECUTIVE   COMPENSATIONITEM   			12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENTITEM 13. CERTAIN RELATIONSHIPS AND RELATED 			TRANSACTIONS

**PART    		IV.**
ITEM 14. CONTROLS AND PROCEDURESITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTSON REPORT 8-KSIGNATURESEXHIBIT 	INDEXREPORT OF INDEPENDENT AUDITORS AS TO CONSOLIDATED    SCHEDULESSCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTSSCHEDULE 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 offered its securities    to the public in 1959. Except as otherwise stated, the terms "Company" or   "Hickok" as used herein mean Hickok Incorporated and its two wholly-owned    subsidiaries.

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 transportation industry. Primary markets  served are automotive, aircraft, and locomotive with sales to both original  equipment manufacturers (OEM's) and to the automotive aftermarket.

Until the mid 1980's    Hickok was known primarily for its ability to develop and manufactureelectronic    instruments for electronic servicers, precision indicatinginstruments for   aircraft, locomotive, and industrial applications, andelectronic teaching    systems for vocational schools. For the past seventeenyears the Company   has used this expertise to develop and manufacture electronicdiagnostic  tools and equipment used by automotive technicians in the automotivemarket.  This is now the Company's largest business segment.

The Company hasmade   three acquisitions in the last nine fiscal years as part of a strategic  program  to expand both its customer base and its productline utilizingits  existing expertise. A new  product family, primarily for the automotivemarket,  was added in February, 1994 when the Company acquired the fasteningsystems  business from Allen-Bradley  Company, Inc. The fastening systemsbusiness  was fully integrated into Hickok's  operations by June 1994. Thisbusiness  provides computerized equipment to  control tools that tightenthreaded fasteners  on cars, trucks, and heavy equipment to enable high qualityjoint control.  Until recently when other customers were added, General Motorswas the primary  customer for these systems.

In January 1996 the Company added  new products   and customers within the indicating instrumentation areawith  the acquisition   of the Beacon Gage Division of  Maradyne Corporation.Beacon  Gage  manufactures  specialty pressure gauges for railroads and transitcars.  The  gauge business  was fully integrated into Hickok's  operationsby May  1996.

In February 1998  the   Company added new products and customers within the automotive aftermarket  with the acquisition   of Waekon Industries, a privately owned companyin   Kirkwood, Pennsylvania.   Waekon manufactured a variety  of testingequipment   used by automotive technicians. The Waekon name is used   bythe Company  as a trademark to market its products to technicians in the  automotive aftermarket. For cost reduction   purposes the Company closedits manufacturing facility in Kirkwood, Pennsylvania   in July 2000 and movedall production   of Waekon products to the Company's manufacturing facilityin Greenwood,   Mississippi. The Company incurred a restructuring chargeof $434,015 which was recouped by accompanying cost reductions   by the endof fiscal 2001.

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

Operating  Segment Information

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

Indicators  and Gauges

For over seventy  years   the Company has developed and manufactured  precision indicating instruments  used in aircraft, locomotives and other applications. In recent years the  Company has specialized in aircraft and locomotive cockpit instruments. Within  the aircraft market, instruments are sold primarily to manufacturers of business and pleasure aircraft. Within the locomotive market, indicators are sold to both original equipment manufacturers and to operators of railroad  equipment. The Company  added pressure gauges to its offerings to locomotive  customers in 1996. Indicators  and gauges represented approximately  15% of the Company's sales for fiscal 2002 and for fiscal 2001. A new 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/digital indicator for the aircraft market. It can be adapted todisplay   a wide variety of aircraft parameters. The Company expects theseinstruments   to have broad  appeal in the aircraft retrofit market, a newmarket for the  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 and mobile distributors. The Company increased its aftermarket business with 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 inthe  Waekon product line significantly. The acquisition added new distribution resources and new products for the American aftermarket market coverage.Additional distribution resources have been added since the acquisition andthe Company now has full North American aftermarket market coverage. Theaftermarket currently accounts for approximately 53% of automotive diagnosticand specialty tool sales. In fiscal 2001 it represented approximately 39%.As a whole, automotive diagnostic tools and equipment represented approximately 85% of the Company's sales for fiscal 2002 and for fiscal 2001.

Fastening control  systems   are some of the automotive products sold by the Company. Theproduct   category resulted   from the acquisition of the fastening systemsbusiness   from Allen-Bradley in February 1994.   Fastening instrumentationis used  to monitor and control pneumatic and electric   tools that tightenthreaded  fasteners   in order to provide high quality joint control anddocumentation.  The equipment   and software, especially large   networkedsystems, have historically been sold primarily to General Motors.   Withthe introduction of products such as the pulse tool control and Windows baseduser station software the  Company has begun to expand its customer baseto include tool distributors   and heavy equipment manufacturers. Recentlysingle spindle air and pulse  tool controls, first introduced in 1999, havebecome an important product  grouping that is expanding the Company's penetrationinto heavy equipment  manufacturers.

New products are  an   important part of the marketing package that enables growth in theaftermarket.    The Company maintains a substantial engineering staff skilledin electronic    and packaging design and in diagnosing vehicle systems.In late fiscal 2001   and in fiscal 2002 the Company introduced seven newproducts. Two actually   included a family of items considered a single product.The Company determined   to use the Waekon brand for products that are primarilyexpected to sell  to the individual technician. It established a new brand,Waekon/Hickok,  for products primarily targeted toward shop purchase. TheHickok brand is  used for shop type products that concentrate on high-leveldiagnostics technologies    generally single OEM focused. Three products,two of them product families,    were introduced using the Waekon brand duringfiscal 2002. Three products    branded Waekon/Hickok and one branded Hickokwere introduced. One of the   Waekon products, the EFI Probe (ElectronicFuel Injector Quick Probe) won   the prestigious Motor Magazine Top TwentyTools Award for 2002.

Packaging,  sales collateral   for both users and sales channels, and field supporthave  become an important   element of the "product packages" the Companyoffers.  In the past several   years the Company has increased its skillsin these  disciplines and now offers  greatly enhanced "product packages"as compared  to the requirements for OEM  sales. The "product packages" includeextensive  use of the Internet for product  technical details, sales support,customer  communications, and product registration.  During fiscal 2003 theCompany  will be adding to this capability including  automated sales leadprocessing  and reporting, business to business capability  for representativesand distributors,  and several other electronic initiatives  designed toenable further penetration  of the aftermarket.

NGS is a diagnostic    tool primarily used on Ford vehicles to diagnose electronic systems.This     unit and software upgrades for the unit represent over 38% of theCompany's     sales. The Flash Kit, an accessory for the NGS Tester, wasintroduced in   late fiscal 2000. The unit reprograms  a Ford automobile'sPCM (Powertrain   Control Module) which is the "brain" of the car. PCM updatesare released   periodically by Ford to improve engine performance. Because  of Federal  mandates, the aftermarket must have access to the same capabilities  Ford  offers their dealerships. The NGS unit provides aftermarket shopsthe   same  capability dealerships have for diagnosing and servicing vehicles.In  addition,  the Flash kit enables a shop to reprogram a PCM to factoryspecifications.    This capability includes the ability to program transponderkeys for security    systems on the vehicles. The Company offers a versionof NGS to the locksmith    industry specifically for this purpose.

The Company is introducing    two new versions of NGS for the aftermarket, in the first quarter offiscal     2003, that offer enhanced capability for both vehicle techniciansand locksmiths.    In addition, four more products are in final stages ofmarketing and introduction    package development. These products will beannounced during the second  quarter  of fiscal 2003. Several other productsare in various stages of design and  are planned for introduction in thesecond half of the year. The Company believes these product introductionsalong with revenue growth of the products introduced last year will havea positive influence on customers recognition of the various product brandsand further penetration of sales channels to the aftermarket.

Sources  and Availability   of Raw Materials

Raw materials essential    to the business are acquired from a large number of United States ofAmerica     manufacturers and some materials are now purchased from Europeanand South     East Asian sources. Materials acquired from the electroniccomponents industry    include transistors, integrated circuits, resistors,capacitors, switches,    potentiometers, microcontrollers, and other passiveparts. Fabricated metal    or plastic parts are generally purchased fromlocal suppliers or manufactured    by the Company from raw materials. Ingeneral, the required materials are    available, if ordered with sufficientlead 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 ofits    products. It does not consider that any one patent or group of patents is material to the conduct   of its business as a whole. It 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 upon its ownership of patents. Other than the names "Hickok" and "Waekon", the Company does not have any material licenses,   trademarks, franchises or concessions.

Seasonality

The Company believes    that with the growing importance of the automotive aftermarket to itsbusiness    there is a modest seasonality affecting its revenues. Typicallythe first    and fourth quarters tend to be weaker than the other two quarters.Although    there were no such orders in fiscal 2002 certain products canbe subject   to large order amounts that are dependent upon customer releasedates. As   a result any seasonality aspect to revenues can be overwhelmedby delivery   of these large orders and operating results can fluctuate widelyfrom quarter    to quarter. There were several such order completions infiscal 2001 that    had an influence on quarterly results.

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. The Company provides its customers with payment terms prevalent   in the industry.

Dependence  on Single   or Few Customers

During the fiscal  year   ended September 30, 2002, sales to Ford and General Motors Corporation  accounted for approximately   24% and 9% respectively of the   consolidated  sales of the Company. This compares with 33% and 12% respectively   during  the prior fiscal year. The Company has no long-term contractual relationships  with either Ford   or General Motors, and the loss of business from either  one without a corresponding   increase in business from new or  existing customers would have a material  adverse effect on the Company.

Backlog

At September 30,  2002,   the unshipped customer order backlog totaled $1,580,000 in contrast  to $1,850,000 at September   30, 2001 and $4,640,000 at September 30, 2000.  The decrease in fiscal 2002   is primarily due to lower orders for indicators  and gauges of $233,000. The decrease   in fiscal 2001 was due to lowerorders   for indicators and gauges, automotive   diagnostic products, andfastening   control products.

Government  Contract   Renegotiation

No major portion  of   the business is open to renegotiation of profits or termination ofcontracts    or subcontracts at the election of the Government. The amountof revenue  derived from Government contracts is currently minimal and notmaterial.

Competitive  Conditions

The Company is engaged    in a highly competitive industry and faces competition from domesticand   international firms. Several of the Company's competitors have greaterfinancial   resources and larger sales organizations than the Company. Competitionwith   respect to the Company's diagnostic tool business arises from theexistence   of a number of other significant manufacturers in the field,such as Snap-On,   SPX Corporation,   Teradyne, and Vetronix which dominatethe total available   market in terms   of total sales. With regard to fastening systems products,   competition comes from both companies that make theequipment to control    fastening tools and from tool makers   themselves.Specific companies include   Atlas Copco, Cooper Tool, and Stanley.   Theinstrumentation industry is  composed primarily of companies which   specializein the production of particular     items as compared to a full line of instruments.The Company believes that    its competitive position in this field is inthe area of smaller, specialized  products,   an area in which the Companyhas operated since 1915 and in which  the Company  has established itselfcompetitively by offering high-quality,  high-performance  products in comparisonto high-volume,  mass-produced items.

Research  and Development   Activities

The Company expensed    as incurred product development costs of $1,874,858 in 2002, $2,343,684  in  2001, and $2,740,315 in 2000. These expenditures included engineering  product  support and development of manuals for both of the Company's business  segments.

Compliance  with Environmental   Provisions

The Company's capital    expenditures, earnings and competitive position are not materially affected  by compliance with   federal, state and local environmental provisionswhich   have been enacted   or adopted to regulate the distribution   ofmaterials   into the environment.

Numberof Persons   Employed

Total employment  by   the Company at September 30, 2002 was 166 employees. None of the employees    are represented by a union. The Company considers its relations withits    employees to be good.

Financial Information  Concerning Foreign and   Domestic Operations and Export Sales

During the fiscal year ended September  30,   2002, all manufacturing, research and development and administrative  operations   were conducted in the United States of America. Revenues derived  from export   sales approximated $566,000 in 2002, $692,000 in 2001, and $1,304,000 in  2000. Shipments to Canada make up the majority of exportsales.

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**ITEM 2. DESCRIPTION OF PROPERTIES**

As of December 1, 2002 the Company had facilities   in the United States of America as 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   concrete block 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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**ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT***

The following is a list of the executive officers   of the Company as of September 30, 2002. The executive officers are elected   each year and serve at the pleasure   of the Board of Directors. Mr. Robert Bauman was elected Chairman by the Board of Directors in July1993 and   served as chairman until May 2001. He has been President since1991 and Chief  Executive Officer since 1993. For atleast five years priorto 1991 he held the   office of Vice President. The Board of Directors elected Mr.Gregory Zoloty Vice President of Finance and   Chief Financial Officer in May 2001. Mr. Zoloty was Vice President of Accounting   and Chief Accounting Officer since 1994. He joined the Company in  1986. Mr. Thomas Bauman was elected Vice  President of Sales and Marketing by the Board of Directorsin May 1999. He joined the Company in April   1998. In 1996 and 1997 he wasPresident and CEO of C&K Manufacturing.   Mr. Robert Bauman and Mr. ThomasBauman are brothers.

| **OFFICE**                                               | **OFFICER**          | **AGE** |
|----------------------------------------------------------|----------------------|---------|
|                                                          |                      |         |
| President and  			Chief ExecutiveOfficer                 | Robert L. Bauman     | 62      |
|                                                          |                      |         |
| Vice 			President,   Finance and Chief Financial Officer | Gregory M. 			Zoloty | 50      |
|                                                          |                      |         |
| Vice 			President,   Sales and Marketing                 | Thomas F. 			Bauman  | 59      |

*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.

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**PART    II**

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

a) MARKET INFORMATION

The Registrant's Class   A Common Shares are traded on The Nasdaq Small Cap Market under the symbol HICKA. There is no market for the Registrant's Class B Common Shares.

The following table sets forth the range of high and low closing prices for the Registrant's Class A CommonShares for the periods indicated, which prices reflect inter-dealer priceswithout retail markup, markdown or commissions. Data was supplied by Nasdaq.

| **PRICES 			FOR THE YEARS ENDED:** |
|------------------------------------|
|                                    |
|                                    | **September 			30, 2002** | **September 			30, 2001** |
|                                    | **HIGH** | **LOW** | **HIGH** | **LOW** |
| First Quarter                      | 4.80 | 2.45 | 4.50 | 3.13 |
| Second Quarter                     | 4.35 | 3.28 | 4.36 | 3.00 |
| Third Quarter                      | 4.29 | 2.61 | 4.50 | 2.61 |
| Fourth Quarter                     | 4.71 | 3.01 | 3.48 | 2.50 |

b) HOLDERS

As of December 13, 2002,   there were approximately 388 holders of record of the Company's outstanding Class A Common Shares and 5 holders of record of the Company's outstanding Class B Common Shares.

c) DIVIDENDS

In fiscal 2002 and 2001   the Company paid no dividends on its Class A and Class B Common Shares.  In  fiscal 2000 the Company paid a special dividend of $.10 per share on   its Class A and Class B Common Shares on  March 31, 2000. The declaration and payment of future dividends is restricted,   under certain circumstances, by  the provisions of the Company's bank credit agreement when borrowings are  outstanding. Such restriction is  not expected to materially limit the Company's ability to pay dividends in the future, if declared. In  addition, pursuant to the Company's Amended Articles of Incorporation, no  dividends may be paid on Class B Common Shares until cash dividends of ten  cents per share per fiscal year are paid on Class A Common Shares. Any determination to pay cash dividends in the future will be at the discretion of the Board of Directors after taking into account various factors, including the Company's financial  condition, results of operations and current and anticipated cash needs.

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**ITEM 6. SELECTED FINANCIAL DATA**

**FOR   THE YEARS ENDED SEPTEMBER 30**

|                             | **2002**                                                | **2001** | **2000** | **1999** | **1998** |
|-----------------------------|---------------------------------------------------------|----------|----------|----------|----------|
|                             | (In Thousands of Dollars, except per  			share amounts) |
|                             |                                                         |          |          |          |          |
| Net Sales                   | $                                                       | 12,392   | $        | 15,261   | $        | 18,275 | $ | 18,827 | $ | 20,768 |
|                             |                                                         |          |          |          |          |
| Net Income (Loss)           | $                                                       | 244      | $        | (662)    | $        | (411) | $ | (268) | $ | 1,034 |
|                             |                                                         |          |          |          |          |
| Working Capital             | $                                                       | 7,720    | $        | 7,096    | $        | 7,923 | $ | 8,473 | $ | 8,818 |
|                             |                                                         |          |          |          |          |
| Total Assets                | $                                                       | 12,303   | $        | 12,178   | $        | 13,767 | $ | 14,282 | $ | 15,047 |
|                             |                                                         |          |          |          |          |
| Long-term Debt              | $                                                       | -0-      | $        | 9        | $        | 156 | $ | 418 | $ | 549 |
|                             |                                                         |          |          |          |          |
| Total Stockholders' Equity  | $                                                       | 11,231   | $        | 10,986   | $        | 11,642 | $ | 12,110 | $ | 12,551 |
|                             |                                                         |          |          |          |          |
| Net Income (Loss) Per Share | $                                                       | .20      | $        | (.54)    | $        | (.34) | $ | (.22) | $ | .86 |
|                             |                                                         |          |          |          |          |
| Dividends Declared          |                                                         |          |          |          |          |
|                             |                                                         |          |          |          |          |
| Per Share:                  |                                                         |          |          |          |          |
|                             |                                                         |          |          |          |          |
| Class A                     | $                                                       | -0-      | $        | -0-      | $        | .10 | $ | .15 | $ | .10 |
|                             |                                                         |          |          |          |          |
| Class B                     | $                                                       | -0-      | $        | -0-      | $        | .10 | $ | .15 | $ | .10 |
|                             |                                                         |          |          |          |          |
| Stockholders' Equity        |                                                         |          |          |          |          |
|                             |                                                         |          |          |          |          |
| Per Share:                  | $                                                       | 9.21     | $        | 9.01     | $        | 9.56 | $ | 10.09 | $ | 10.48 |
|                             |                                                         |          |          |          |          |
| Return on Sales             | 2.0%                                                    | (4.3%)   | (2.2%)   | (1.4%)   | 5.0%     |
|                             |                                                         |          |          |          |          |
| Return on Assets            | 2.0%                                                    | (5.4%)   | (2.9%)   | (1.8%)   | 7.2%     |
|                             |                                                         |          |          |          |          |
| Return on Equity            | 2.2%                                                    | (6.0%)   | (3.5%)   | (2.2%)   | 8.6%     |
|                             |                                                         |          |          |          |          |
| Closing Stock Price         | $                                                       | 4.71     | $        | 2.50     | $        | 4.50 | $ | 7.56 | $ | 6.88 |
|                             |                                                         |          |          |          |          |

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**ITEM 7. 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 manufactureelectronic    instruments for electronic servicers, precision indicatinginstruments for   aircraft, locomotive, and industrial applications, andelectronic teaching    systems for vocational schools. For the past seventeenyears the Company   has used this expertise to develop and manufacture electronicdiagnostic  tools and equipment used by automotive technicians in the automotivemarket.  This is now the Company's largest business segment. The Companycurrently generates approximately   53% of its revenue from designing andmanufacturing diagnostic tools for the automotive aftermarket. These toolsenable automotive service technicians to identify problems in the rapidly  increasing number of electronics systems in automobiles.

Approximately nine years   ago the Company initiated a strategy to use existing expertise to diversify its customer   base and add new products within its various product classes. The strategy   has been implemented using acquisitions   and modifying the organization to a market orientation.

In February 1998 the Company increased its automotive aftermarket business with the acquisition of Waekon Industries, a privately owned company in Kirkwood, Pennsylvania. Sales of aftermarket products now account for 53% of automotive diagnostic and specialty tool sales, 39% in fiscal 2001. Waekon manufactured a variety of automotive diagnostic equipment and specialty tools used by automotive technicians. The acquisition cost $2,221,302 and was recorded as an asset purchase. Because of its positive reputation in the industry the Waekon name has become the trademark used by the Company to market certain of its products to the automotive aftermarket.

In July 2000 the Company closed its production   and sales facility in Kirkwood, Pennsylvania pursuant to a restructuring  plan. For the year ended September 30, 2002 the Company achieved the savings  that were anticipated from this restructuring.

In April 2001 management    took steps to reduce non-direct product related expenses throughout the  Company  by an estimated 20%. The steps included a substantial reduction in personnel  and expenditure restrictions in most aspects of the Company's operations.  Savings in fiscal 2002 from this reduction were approximately $1,500,000.

The timing of order releases   in the Company's automotive diagnostic equipment business cancause wide fluctuations   in the Company's operating results, particularlyon a quarter-to-quarter  basis. Orders for such equipment can be large, aresubject to customer release,  and may result in substantial variations  inquarterly sales and earnings. There were no large orders of this nature  ineither of the past two fiscal years although previous large orders were completed in fiscal 2001. A reason for this is the Company's efforts in recentyears to diversify  its customer base. However, in future  years the receiptof large orders could result in a significant increase in order levels whichmay result in substantial variations in quarterly  sales and earnings. Anyforeign sales are  made in United States of America Dollars.

Introduction of newautomotive   diagnostic products to the aftermarket   on a regular basis isvery important for the ongoing success of this business   segment. Consequently, expenditures for product development have been   and will continue to besignificant to  the Company's operations. Although expenditures for productdevelopment have  been reduced for the past several years, management feelsthe current levels  are adequate to support new product needs.

The Company's order backlog   as of September 30, 2002 totaled $1,580,000 as compared to $1,850,000 as  of September 30, 2001 and $4,640,000 as of September 30, 2000. The decrease   in fiscal 2002 is due primarily to lower orders for indicators and gauges   of $233,000. Most of the backlog at September 30, 2002 is expected tobe   shipped by the end of the current fiscal year. The decrease in fiscal2001   is due to lower orders for indicators and gauges of $335,000, completion of the balance of a large diagnostic product order, reduced orders for automotive    diagnostic products of $1,785,000 and fastening control products of $670,000.

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 Standardrequires  segment information  disclosures based on how management  evaluatesoperating  performance and resource allocations. The Company has determinedthat it has two reportable  segments: 1)indicators and gauges and 2) automotiverelated  diagnostic tools  and equipment.

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 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 servicing of automotive electronic   systems. These products are sold   to OEM's and to the aftermarket using a variety of distribution methods.   The acquisition of Waekon Industries in   1998 added new products and distribution   sources for the aftermarket. Included in this segment are fastening control   products used primarily by large manufacturers to monitor and control the nut running process in assembly   plants. This equipment provides high quality jointcontrol and documentation.

Results of Operations

Sales for the fiscal  year ended September 30, 2002 declined to $12,391,642, a decrease of approximately 19%   from fiscal 2001 sales of $15,261,149. This decrease in sales was volume-driven and attributable   primarily to lower product sales   of approximately $2,800,000. Service sales in fiscal 2002 remained relatively   flat compared to fiscal 2001. The reduction in product sales occurred in  the automotive diagnostic equipment  segment, primarily sales to OEM accounts as the Company continues to emphasize  its aftermarket business. Aftermarket sales increased by approximately $1,000,000   in fiscal 2002 for several reasons. Sales of emissions products increased   by approximately $600,000 and new product introductions of approximately   $400,000. The Company anticipates that overall product sales will increase   modestly in fiscal 2003. The current level of service revenue is expected   to continue for fiscal 2003.

Sales for the fiscal  year ended September 30, 2001 declined to $15,261,149, a decrease of approximately 16%   from fiscal 2000 sales of $18,274,626. This decrease in sales was volume-driven and attributable   primarily to lower product sales   of approximately $3,700,000. The decline in product sales was partially offset  by an increase in service revenue of approximately $700,000. The reduction  in product sales occurred in the automotive diagnostic equipment segment,  primarily sales to OEMaccounts,  as the Company emphasizes its aftermarket  business.

Cost of products sold   in fiscal 2002 was $5,247,825 or 50.6% of net product sales compared to $8,016,562 or 60.7%   of net product sales respectively   in fiscal 2001. Cost of products sold during fiscal 2000 was $9,423,727 or  55.8% of netproduct sales. The decrease in the percentage of cost of products sold to   product sales between fiscal 2002   and fiscal 2001 was due primarily toa more favorable product mix and manufacturing   cost reductions. The increasein the percentage of cost of products sold  between fiscal 2001 and 2000was due primarily to product mix as sales of  lower margin automotive diagnosticproducts to the aftermarket and other markets represented a larger portionof total product sales offset in part by the expense reductions implementedin April 2001. The 2002 cost of products sold percentage is expected to continuein fiscal 2003.

Cost of services sold   in fiscal 2002 was $1,136,324 or 56.1% of net service sales compared to $1,470,011 or 71.6%   respectively in fiscal 2001. Cost of services sold during fiscal 2000 was   $1,087,177 or 78.6 % of net service sales. The decrease in the cost   of services sold as a percentage of net services sales isdue  primarily to  a higher sales volume due to price adjustments for chargeable repairs, cost  reductions implemented in April 2001 and lower warranty related costs associated  with the automotive diagnostic products. The decreasein  the cost of services  sold as a percentage of net service  sales betweenfiscal 2001 and fiscal 2000 was primarily due to a higher sales  volume coupledwith a favorable product mix and expense reduction measures  implementedin April 2001 offset in part by a slight increase in warranty  related costsassociated with the automotive diagnostic products. The percentage  of cost of services sold relative  to net service sales is expected to increaseslightly  in fiscal 2003.

Product development expenditures   in fiscal 2002 were $1,874,858 which was 20% lower than expenditures of $2,343,684  in fiscal 2001. The dollar decrease is due primarily to afull year of expense  reductions implemented in April 2001, efficiency improvements,  and to cost  savings from the closing of the Kirkwood, Pennsylvania facility.  Product development expenditures in fiscal 2001 were $2,343,684 which was 15% lower than expenditures of $2,740,315   in fiscal 2000. This decrease reflects savings from the closing of the Kirkwood,   Pennsylvania facility and expense reductions implemented in April 2001. It  is anticipated that the amount spent  on product development in fiscal 2002 will continue atcurrent levels in fiscal 2003 while continuing to support the ongoing needto develop a steady flow of new diagnostic products  for the automotive aftermarket.

Marketing and administrative    expenses amounted to $3,894,173 which was 31.4% of net sales in fiscal 2002,   $4,570,170 or 29.9% of net sales in fiscal 2001, and $5,357,063,or 29.3% of net sales in fiscal   2000. Expenditures in fiscal 2002 were15% lower than fiscal 2001 due to  lower marketing and administrative expenses as a result of expense reduction  measures implemented in April 2001 andto a lesser extent to expenses applicable  to the closing of the Kirkwood,Pennsylvania facility in July 2000 offset  in part by an increase in commissionsand royalties associated with certain  aftermarket product sales. Expendituresin fiscal 2001 were 15% lower than fiscal 2000 due to lower marketing andadministrative expenses as a result of expense reduction measures implementedin April 2001 and to a lesser extent to expenses applicable to closing theKirkwood, Pennsylvania facility in July 2000. The Company anticipates thatmarketing and administrative expenses will continue at present levels infiscal 2003.

Interest charges were   $7,706 in fiscal 2002 compared with $49,057 in fiscal 2001 and $60,367 in fiscal 2000. The decrease in interest charges in fiscal 2002 comparedto fiscal 2001 was due to no short-term borrowing requirements during thecurrent fiscal year. The decrease in interest charges in fiscal 2001 comparedto fiscal 2000 was due to a reduction in short-term borrowings. The Companyanticipates interest expense will decrease from the current levels in fiscal2003 due to reductions in employees deferred compensation account balancesand end of lease termination in February 2003.

In fiscal 2000, arestructuring   charge of $434,015 was recorded due to the closing in July, 2000 of the Company's manufacturing   facility in Kirkwood, Pennsylvania.    These charges were composed of $228,375 of future lease payments, $111,750    of losses on the abandonment of  the plant facility and equipment and$93,890 of employee severance and related   expenses. The Company expectedto realize pre-tax operating cost savings of approximately $600,000   annuallyas the facility in Greenwood, Mississippi has taken over all manufacturing  formerly performed in Kirkwood. For the fiscal year ended September 30,2002  the Company achieved the savings anticipated.

Other income of $30,850  in fiscal 2002 compares with other income of $40,929 in fiscal 2001. The change was primarily due to losses on fixed asset disposals in fiscal 2002. Other income in fiscal 2002 consisted primarily of interest income on short-term  investments and discounts on purchases. Other income of $40,929 in fiscal  2001 compares with other expense of $6,366 in fiscal 2000. The change was  primarily due to losses on fixed asset disposals.

Income taxes in fiscal  2002 were $17,200 which represents a 6.6% effective tax rate. Income taxes  in fiscal 2001 were a negative $485,300 which represents a recovery ofincome taxes at a 42.3% effective   tax rate. In fiscal 2000 income taxes were negative $423,800 which represents   a recovery of income taxes at a 50.8% effective tax rate. The tax rate in   fiscal 2002 was lower than the normal tax rate of 37% due to the utilization   of prior years research and development tax credits. The recovery rate in   fiscal 2001 and 2000 exceeded the normal tax rate of 37% due to the recognition   of both current andprior  year research  and development tax credits. It is anticipated thatthe effective  tax rate  in fiscal 2003 will be consistent with 2002. Managementanticipates  that future business will generate sufficient taxable incomeduring the carryforward   period to fully realize the deferred tax benefits.The deferred tax benefits   begin to expire in 2019.

Net income in fiscal  2002 was $244,406, or $.20 per share which was an increase of $906,512as  compared with the   net loss of $662,106, or $.54 per share, in fiscal2001.  The net loss in fiscal   2000 was $410,604, or $.34 per share. Thechange  in fiscal 2002 versus fiscal   2001 was primarily due to improvedgross product  and service margins and  cost reduction measures. The changein fiscal 2001  versus fiscal 2000 was  primarily due to lower sales offsetin part by the  cost saving measure of  the Kirkwood, Pennsylvania plant closingin July 2000 and the expense reduction  measures implemented in April 2001.

Liquidity and Capital Resources

Current assets of $8,792,622   at September 30, 2002 were 8.2 times current liabilities and the total of cash and   receivables was 4.4 times current liabilities. These ratios compare to 7.0 and   3.2 respectively at the end of fiscal 2001. Total current assets were up  approximately $515,000 from the previous year end due primarily to a $1,685,000  increase in cash and cash equivalents. The increase in cash and cash equivalents  was offset by a reduction in accounts receivable and inventory of approximately   $770,000 and $405,000 respectively. The decrease in accounts receivable and  inventory was due primarily toimproved  collection activities, lower sales  volume, and management's emphasison inventory reductions.

Working capital atSeptember   30, 2002 was $7,720,012 as compared to $7,095,604 a year ago. The increase was due primarily to retention of earnings and an increase in cash and cash equivalents of $1,685,000, offset by a reduction in accounts receivable and inventory of approximately $770,000 and $405,000 respectively and a reduction in current   liabilities of approximately $110,000.

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 2003 there will be a negative but temporary impact on liquidity. The Company believes that internally generated funds and a $1,000,000 revolving line of credit will provide sufficient liquidity to meet ongoing working capital requirements.

Internally generated  funds in fiscal 2002 were $1,924,625 and 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 operations was net income of $244,406 and the reduction in  accounts receivable and inventory. In fiscal 2001 internally generatedfunds   were $1,083,049 and were adequate to fund the Company's primary non-operating cash requirements consisting of capital expenditures and debt  payments of $131,289 and $702,699 respectively. The primary reason for the  positivecash flow in fiscal 2001 was the reduction in inventory. In fiscal  2000 internallygenerated funds were $220,557 and were not adequate to fund  the Company'sprime non-operating cash requirement consisting of capital expenditures andlong-term debt payments of $405,703 and $466,936 respectively. The primary reason for the negative cash flow from operations was the net loss of $410,604 and a $281,144 reduction in accounts payable. The Company expects internally generated funds in fiscal 2003 from operating activities to be adequate to fund approximately $250,000 of capital expenditures and $11,000 due on debt payments. Most of the capital expenditures will be made to upgrade information technology and manufacturing equipment.

In February 2002 the Company renewed its credit agreement with its financial lender. The agreement expires in February 2003 and provides for a secured revolving credit facility of $1,000,000 with interest at the prime commercial rate. Throughout fiscal 2002 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   affirmativecovenant  requirements related to working capital and tangible   net worthminimums  of $5,500,000 and $7,500,000 respectively. The revolving   creditfacility  is subject to annual review by the Company's lender. In addition, management  has determined a revolving credit facility is important to the Company. Although no determination has been made to seek renewal of thecredit  agreement, the Company believes that, given its current financial condition,  renewal at the existing amount can be obtained on acceptableterms.

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-K. 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 the policies it believes are most critical to an understanding of the Company's financial statements. Since application of these accounting policies involves the exercise of judgement and useof  estimates, actual results could 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 ofthe Company   have been satisfied. Revenue from development contracts is recordedas agreed   upon milestones are achieved.

Inventory Valuationand   Reserves - Inventories are valued at the lower of cost or market usingthe   first-in, first-out (FIFO) method. The Company's business may requirean  increase in inventory of component parts, work-in-process and finishedgoods  in order to meet anticipated delivery schedules of customers. However,we  are responsible for excess and obsolete inventory purchases in excessof inventory needed to meet customer demand forecasts, as well as inventorypurchases generally not covered by supply agreements, or parts that becomeobsolete before use in production. If our forecasts change or excess inventorybecomes obsolete, the inventory reserves included in our financial statementsmay be understated.

Deferred Taxes - Deferred   income taxes are provided for temporary differences betweenfinancial and   tax reporting in accordance with the provisions of FinancialAccounting Standards  Board Statement No. 109, "Accounting for Income Taxes."Significant factors  considered by the Company in estimating the probabilityof the realization   of deferred taxes include expectations of future earningsand taxable income,   as well as application of tax laws in the jurisdictionsin which the Company   operates.

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 ofInflation

In recent years, inflation   has had a minimal effect on the Company because of low ratesof 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, those specified below)which are difficult to predict and, in  many instances, are beyond the control of the Company. As a result, actual results of the Company could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) the Company's dependence upon a limited number of customers, including Ford and General Motors, (b) the highly competitiveindustry in which 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 orunder development 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 customer base in the automotive aftermarket.

----

**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES   ABOUT MARKET RISK**

The Company is exposed    to certain market risks from transactions that are entered into during the normal course of   business. The Company has not entered   into derivative financial instruments for trading purposes. The Company's primary marketrisk exposure relates   to interest rate risk. The Company's only debt subject to interest rate risk  is its revolving credit facility. The Company hasa balance of $-0- on its  revolving credit facility at September 30, 2002,which is subject to a variable  rate of interest based on the prime  commercial rate. As a result, the Company believes that the market risk relating   to interest rate movements is minimal.

----

**INDEPENDENT   AUDITORS' REPORT**

**SHAREHOLDERS AND BOARD OF DIRECTORS****HICKOK INCORPORATED****CLEVELAND, OHIO**

We have audited theaccompanying   consolidated balance sheets of HICKOK INCORPORATED as of September30, 2002   and 2001, and the related consolidated statements of income, stockholders'equity and  cash flows for each of the three years in the period ended September30, 2002. These financial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on these financialstatements based on our audits.

We conducted our audits   in accordance with auditing standards generally accepted in theUnited States   of America. Those standards require that we plan and performthe audit to   obtain reasonable assurance that   the financial statementsare free from material misstatement. An audit includes   examining, on a testbasis, evidence supporting the amounts and disclosures in the financial  statements. An audit also includes assessing the accounting principles usedand   significant estimates made by management, as well as evaluating theoverall   financial statement presentation. We believe that our audits providea reasonable   basis for our opinion.

In our opinion, thefinancial   statements referred to above present fairly, in all material respects,the consolidated financial   position of Hickok Incorporated as of September30, 2002 and 2001, and the   consolidated results of their operations   andtheir cash flows for each of the three years in the period ended September 30, 2002 in conformity with  accounting principles generally accepted inthe United States of America./s/ Meaden  & Moore, Ltd.

M**EADEN & MOORE,  Ltd.****CERTIFIED PUBLIC ACCOUNTANTS**

**NOVEMBER 22, 2002****CLEVELAND, OHIO**

**F-1**

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**CONSOLIDATED BALANCE SHEET****HICKOK INCORPORATED****SEPTEMBER 30**

**ASSETS**

|                                           | **2002**                                     | **2001**    |
|-------------------------------------------|----------------------------------------------|-------------|
|                                           |                                              |
| **CURRENT ASSETS:**                       |                                              |             |
| Cash and cash equivalents                 | $2,261,774                                   | $576,664    |
| Accounts receivable-less allowance for    | 2,420,614                                    | 3,190,930   |
|                                           | doubtful accounts of $46,000 ($43,000, 2001) |
| Inventories less-allowance for obsolete   | 3,589,543                                    | 3,994,347   |
|                                           | inventory of$31,500 ($92,000, 2001)          |
| Deferred income taxes                     | 231,000                                      | 167,300     |
| Prepaid expenses                          | 36,691                                       | 51,231      |
| Refundable income taxes                   | 253,000                                      | 297,538     |
|                                           |                                              |
|                                           | **Total Current Assets**                     | 8,792,622   | 8,278,010 |
|                                           |                                              |             |
|                                           |                                              |             |
| **PROPERTY, PLANT AND EQUIPMENT:**        |                                              |             |
| Land                                      | 229,089                                      | 229,089     |
| Buildings                                 | 1,486,969                                    | 1,487,337   |
| Machinery andequipment                    | 2,634,766                                    | 3,029,998   |
|                                           |                                              |
|                                           | 4,350,824                                    | 4,746,424   |
| Less accumulated depreciation             | 2,888,756                                    | 3,114,038   |
|                                           |                                              |
|                                           | 1,462,068                                    | 1,632,386   |
|                                           |                                              |             |
| **OTHER ASSETS:**                         |                                              |             |
| Goodwill-less accumulated amortization of | 1,574,542                                    | 1,687,107   |
|                                           | $575,545($462,980, 2001)                     |
| Deferred income taxes                     | 472,100                                      | 578,000     |
| Deposits                                  | 2,050                                        | 2,050       |
|                                           |                                              |
|                                           | 2,048,692                                    | 2,267,157   |
|                                           |                                              |
|                                           |                                              |             |
|                                           | **Total Assets**                             | $12,303,382 | $12,177,553 |
|                                           |                                              |

See accompanying   summary of accounting policies and notes to financial statements.**F-2**

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**LIABILITIES AND STOCKHOLDERS' EQUITY**

|                                                   | **2002**                                       | **2001**    |             |   |  |   |  |
|---------------------------------------------------|------------------------------------------------|-------------|-------------|---|--|---|--|
|                                                   |                                                |             |             |   |  |   |
| **CURRENT LIABILITIES:**                          |                                                |             |             |   |  |   |  |
| Short-term financing                              |                                                | $           |             | - |  | $ |  | - |  |  |  |  |  |
| Current portion of capitalized lease payable      | 11,334                                         | 40,128      |             |   |  |   |  |
| Trade accounts payable                            | 374,024                                        | 314,163     |             |   |  |   |  |
| Accrued payroll and related expenses              | 350,039                                        | 363,833     |             |   |  |   |  |
| Accrued expenses                                  | 91,416                                         | 127,088     |             |   |  |   |  |
| Accrued income taxes                              | 175,667                                        | 199,217     |             |   |  |   |  |
| Accrued taxes other than income                   | 70,130                                         | 137,977     |             |   |  |   |  |
|                                                   |                                                |             |             |   |  |   |
|                                                   | **Total Current Liabilities**                  | 1,072,610   | 1,182,406   |   |  |   |  |  |
|                                                   |                                                |             |             |   |  |   |  |
|                                                   |                                                |             |             |   |  |   |  |
|                                                   |                                                |             |             |   |  |   |  |
| **LONG-TERM LIABILITIES:**                        |                                                |             |             |   |  |   |  |
| Capitalized lease payable - less current portion  | -                                              | 8,781       |             |   |  |   |  |
|                                                   |                                                |             |             |   |  |   |  |
| **STOCKHOLDERS' EQUITY:**                         |                                                |             |             |   |  |   |  |
| Common shares - par value $1.00                   |                                                |             |             |   |  |   |  |
| Class A 3,750,000 shares authorized, 774,470      | 764,884                                        | 764,884     |             |   |  |   |  |
|                                                   |                                                |             |             |   |
|                                                   | shares issued                                  |
| Class B 1,000,000 convertible shares authorized,  | 454,866                                        | 454,866     |             |   |  |   |  |
|                                                   |                                                |             |             |   |
|                                                   | 475,533 shares issued                          |
| Contributed capital                               | 1,603,848                                      | 1,603,848   |             |   |  |   |  |
| Treasury shares - 9,586 Class A shares and 20,667 | (605,795)                                      | (605,795)   |             |   |  |   |  |
|                                                   |                                                |             |             |
|                                                   | Class B shares                                 |
| Retained earnings                                 | 9,012,969                                      | 8,768,563   |             |
|                                                   |                                                |             |
|                                                   | **Total Stockholders' Equity**                 | 11,230,772  | 10,986,366  |   |
|                                                   |                                                |             |
|                                                   | **Total Liabilities and Stockholders' Equity** | $12,303,382 | $12,177,553 |   |
|                                                   |                                                |             |             |

**F-3**

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**CONSOLIDATED STATEMENT OF INCOME****HICKOK INCORPORATED****FOR THE YEARS ENDED   SEPTEMBER 30**

|                                                            | **2002**                                           | **2001**    | **2000**    |
|------------------------------------------------------------|----------------------------------------------------|-------------|-------------|
|                                                            |                                                    |             |             |
| **NET SALES:**                                             |                                                    |             |             |
| Product sales                                              | $10,365,358                                        | $13,209,191 | $16,891,799 |
| Service sales                                              | 2,026,284                                          | 2,051,958   | 1,382,827   |
|                                                            |                                                    |
|                                                            |                                                    |             |             |
|                                                            | **Total Net Sales**                                | 12,391,642  | 15,261,149  | 18,274,626 |
|                                                            |                                                    |             |             |
| **COSTS AND EXPENSES:**                                    |                                                    |             |             |
| Cost of product sold                                       | 5,247,825                                          | 8,016,562   | 9,423,727   |
| Cost of services sold                                      | 1,136,324                                          | 1,470,011   | 1,087,177   |
| Product development                                        | 1,874,858                                          | 2,343,684   | 2,740,315   |
| Marketing andadministrative                                | 3,894,173                                          | 4,570,170   | 5,357,063   |
|                                                            | expenses                                           |
| Interest charges                                           | 7,706                                              | 49,057      | 60,367      |
| Restructuring charge                                       | -                                                  | -           | 434,015     |
| Other (income) expense                                     | (30,850)                                           | (40,929)    | 6,366       |
|                                                            |                                                    |
| **Total Costs and Expenses**                               | 12,130,036                                         | 16,408,555  | 19,109,030  |
|                                                            |                                                    |
|                                                            | **Income (Loss)before Provision for Income Taxes** | 261,606     | (1,147,406) | (834,404) |
|                                                            |                                                    |             |             |
| **PROVISION FOR (RECOVERY OF) INCOME TAXES:**              |                                                    |             |             |
| Current                                                    | (25,000)                                           | (255,200)   | (183,000)   |
| Deferred                                                   | 42,200                                             | (230,100)   | (240,800)   |
|                                                            |                                                    |
|                                                            | 17,200                                             | (485,300)   | (423,800)   |
|                                                            |                                                    |
|                                                            |                                                    |             |             |
|                                                            | **NET INCOME (LOSS)**                              | $244,406    | $(662,106)  | $(410,604) |
|                                                            |                                                    |
|                                                            |                                                    |             |             |
| **NET INCOME (LOSS) PER COMMON SHARE**                     | $.20                                               | $(.54)      | $(.34)      |
|                                                            |                                                    |
|                                                            |                                                    |             |             |
| **WEIGHTED AVERAGE SHARES OF COMMON STOCK 			OUTSTANDING** | 1,219,750                                          | 1,218,374   | 1,204,276   |
|                                                            |                                                    |             |             |
|                                                            |                                                    |

See accompanying   summary of accounting policies and notes to financial statements.**F-4**

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**CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY****HICKOK INCORPORATED****FOR THE YEARS ENDED   SEPTEMBER 30, 2002, 2001, AND2000**

|                          |                          | **COMMON STOCK -****$1.00 			PAR VALUE** |             |
|--------------------------|--------------------------|------------------------------------------|-------------|
|                          | **RETAINED****EARNINGS** | **CLASS A**                              | **CLASS B** | **CONTRIBUTED****CAPITAL** | **TREASURY****SHARES** | **TOTAL** |
|                          |                          |                                          |             |  |  |  |
| **Balance at September** | $9,961,248               | $744,884                                 | $454,866    | $1,554,598 | $(605,795) | $12,109,801 |
| **30, 1999**             |
|                          |                          |                                          |             |  |  |  |
| Dividend of $.10 per     | (119,975)                | -                                        | -           | - | - | (119,975) |
|                          | Class A and B shares     |
| Sale of Class A shares   | -                        | 18,000                                   | -           | 45,000 | - | 63,000 |
|                          | under option             |
| Net Loss                 | (410,604)                | -                                        | -           | - | - | (410,604) |
|                          |                          |                                          |
|                          |                          |                                          |             |  |  |  |
| **Balance at September** |                          |                                          |             |  |  |  |
| **30, 2000**             | 9,430,669                | 762,884                                  | 454,866     | 1,599,598 | (605,795) | 11,642,222 |
|                          |                          |                                          |             |  |  |  |
| Sale of Class A shares   | -                        | 2,000                                    | -           | 4,250 | - | 6,250 |
|                          | under option             |
| Net Loss                 | (662,106)                | -                                        | -           | - | - | (662,106) |
|                          |                          |                                          |
|                          |                          |                                          |             |  |  |  |
| **Balance at September** | 8,768,563                | 764,884                                  | 454,866     | 1,603,848 | (605,795) | 10,986,366 |
| **30, 2001**             |
|                          |                          |                                          |             |  |  |  |
| Net Income               | 244,406                  | -                                        | -           | - | - | 244,406 |
|                          |                          |                                          |
|                          |                          |                                          |             |  |  |  |
| **Balance at September** | $9,012,969               | $764,884                                 | $454,866    | $1,603,848 | $(605,795) | $11,230,772 |
| **30, 2002**             |
|                          |                          |                                          |

**F-5**

----

**CONSOLIDATED STATEMENT OF CASH FLOWS****HICKOK INCORPORATED****FOR THE YEARS ENDED   SEPTEMBER 30**

|                                                                                             | **2002**     | **2001**     | **2000**     |
|---------------------------------------------------------------------------------------------|--------------|--------------|--------------|
|                                                                                             |              |
| **CASH FLOWS FROM OPERATING ACTIVITIES:**                                                   |              |              |              |
| Cash received from customers                                                                | $13,161,958  | $15,090,973  | $18,631,163  |
| Cash paid tosuppliers and employees                                                         | (11,272,317) | (14,175,409) | (18,495,372) |
| Interest paid                                                                               | (7,706)      | (52,828)     | (85,509)     |
| Interest received                                                                           | 26,841       | 8,803        | 19,039       |
| Income taxes refunded                                                                       | 15,849       | 211,510      | 151,236      |
|                                                                                             |              |
| **Net Cash Provided by Operating Activities**                                               | 1,924,625    | 1,083,049    | 220,557      |
|                                                                                             |              |              |              |
| **CASH FLOWS FROM INVESTING ACTIVITIES**:                                                   |              |              |              |
| Capital expenditures                                                                        | (206,534)    | (131,289)    | (405,703)    |
| Change in deposits                                                                          | -            | -            | (300)        |
| Proceeds on sale of assets                                                                  | 4,594        | 7,800        | 9,875        |
| Payments for business purchased                                                             | -            | -            | (78,194)     |
|                                                                                             |              |
| **Net Cash Used in Investing Activities**                                                   | (201,940)    | (123,489)    | (474,322)    |
|                                                                                             |              |              |              |
| **CASH FLOWS FROM FINANCING ACTIVITIES:**                                                   |              |              |              |
| Short-term borrowings                                                                       | -            | 1,725,000    | 2,325,000    |
| Payments on short-term borrowings                                                           | -            | (2,393,000)  | (1,757,000)  |
| Decrease in long-term liabilities                                                           | (37,575)     | (34,699)     | (466,936)    |
| Sale of Class A shares under option                                                         | -            | 6,250        | 52,650       |
| Dividends paid                                                                              | -            | -            | (119,975)    |
|                                                                                             |              |
| **Net Cash Provided by (Used in) Financing 			Activities**                                  | (37,575)     | (696,449)    | 33,739       |
|                                                                                             |              |
|                                                                                             |              |              |              |
| **Increase (Decrease) in Cash and Cash 			Equivalents**                                     | 1,685,110    | 263,111      | (220,026)    |
|                                                                                             |              |              |              |
| **Cash and Cash Equivalents at Beginning of Year**                                          | 576,664      | 313,553      | 533,579      |
|                                                                                             |              |
| **Cash and Cash Equivalents at End of Year**                                                | $2,261,774   | $576,664     | $313,553     |
|                                                                                             |              |
|                                                                                             |              |              |              |
| See 			accompanying    summary of accounting policies and notes to financial 			statements. |

**F-6**

----

|                                                                                     | **2002**                                                                                   | **2001**   | **2000**   |
|-------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|------------|------------|
|                                                                                     |                                                                                            |
| **RECONCILIATION OF NET INCOME TO NET CASH 			PROVIDED   BY OPERATING ACTIVITIES:** |                                                                                            |            |            |
|                                                                                     |
| Net Income (Loss)                                                                   | $244,406                                                                                   | $(662,106) | $(410,604) |
|                                                                                     | **ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH   			PROVIDED BY OPERATING ACTIVITIES:** |            |            |  |
|                                                                                     | Depreciation and amortization                                                              | 468,395    | 561,399    | 651,870 |
|                                                                                     | Non-cash compensation                                                                      | -          | -          | 10,350 |
|                                                                                     | Loss on disposal of assets                                                                 | 16,428     | 991        | 158,087 |
|                                                                                     | Deferred income taxes                                                                      | 42,200     | (230,100)  | (240,800) |
|                                                                                     | **CHANGES IN ASSETS AND LIABILITIES:**                                                     |            |            |  |
|                                                                                     | Decrease (Increase) in accounts receivable                                                 | 770,316    | (170,176)  | 356,537 |
|                                                                                     | Decrease (Increase) in inventories                                                         | 404,804    | 1,865,870  | (152,119) |
|                                                                                     | Decrease (Increase) in prepaid expenses                                                    | 14,540     | (16,623)   | 16,961 |
|                                                                                     | Decrease (Increase) in refundable income                                                   | 44,538     | (35,705)   | (62,209) |
|                                                                                     | taxes                                                                                      |
|                                                                                     | Increase (Decrease) in trade accounts                                                      | 59,861     | (87,643)   | (281,144) |
|                                                                                     | payable                                                                                    |
|                                                                                     | Increase (Decrease) in accrued payroll and                                                 | (13,794)   | (79,813)   | 3,539 |
|                                                                                     | related expenses                                                                           |
|                                                                                     | Increase (Decrease) in other accrued                                                       | (103,519)  | (55,060)   | 139,644 |
|                                                                                     | expenses, accruedtaxes other than income                                                   |
|                                                                                     | and other long-termliabilities                                                             |
|                                                                                     | Increase (Decrease) in accrued income taxes                                                | (23,550)   | (7,985)    | 30,445 |
|                                                                                     |                                                                                            |            |
|                                                                                     | Total Adjustments                                                                          | 1,680,219  | 1,745,155  | 631,161 |
|                                                                                     |                                                                                            |            |
|                                                                                     |                                                                                            | $1,924,625 | $1,083,049 | $220,557 |
| **Net Cash Provided by Operating Activities**                                       |
|                                                                                     |                                                                                            |

**F-7**

----

**F-8**

**NOTES   TO CONSOLIDATED FINANCIAL STATEMENTS****HICKOK INCORPORATED****SEPTEMBER 30, 2002,   2001 AND 2000**

**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 theproducts  are indicators and gauges sold to companies in aircraft and locomotivemarkets.  On a much larger scale, the Company manufactures diagnostic equipmentused  by automotive technicians to test the various electronic systems inautomobiles.  Also within the automotive segment,the Company manufacturesequipment to control the nut running process in assembly plants. The Companyserves the automotive, locomotive and general aviation markets predominatelyin North America. Sales in the Company's principal product classes, as apercent of consolidated   sales, are as follows:

| **Product Classes**               | **2002** | **2001** | **2000** |
|-----------------------------------|----------|----------|----------|
|                                   |          |
| Automotive    					Test Equipment |          | 76.8     | %        | 68.3 | % | 73.8 | % |
| Fastening    					Systems         | 5.5      | 13.9     |          | 10.7 |  |
| Indicating    					Instruments    | 15.1     | 14.7     |          | 14.1 |  |
| Other 					Product   Classes      | 2.6      | 3.1      |          | 1.4 |  |
|                                   |          |
|                                   |          |          |          |
| **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 facilityin Cleveland, Ohio.

**2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

*Principles of Consolidation**:***Theconsolidated  financial   statements include the accounts of Hickok Incorporatedand its  wholly-owned   domestic subsidiaries since date ofacquisition. Significant intercompany transactions   and balances have been eliminated in the financial statements.

*Concentration of Credit   Risk :*TheCompany  sells its  products  and services primarily to customers in theUnited States  of America and to a lesser extent overseas.   All sales aremade in United  States of America dollars. The Company extends   normal creditterms to its  customers.   Customers in the automotive industry(primarilyoriginal equipment  manufacturers)   comprise 40% of outstanding receivablesat September 30,  2002 (65% in 2001).   Sales to two customers, each of whichwere in excess  of 10% of total sales,   approximated $3,000,000 and $1,100,000(2002),$5,100,000  and $1,900,000 (2001),  $6,300,000 and $1,700,000 (2000).The Company establishes  an allowance for  doubtful accounts based upon factorssurrounding the credit  risk of specific  customers, historical trends andother information.

*Use of Estimatesin   the Preparation of Financial Statements :*Thepreparation  of financial   statements in conformity with generally acceptedaccounting  principles requires   management to make estimates and assumptionsthat may  affect the reported amounts of certain assets   and liabilitiesand disclosure  of   contingencies at the date of the financial statements,and the reported  amounts  of revenue and expenses during the reporting period.Actual results    could differ from those estimates.

*Revenue Recognition   :*TheSecurities  and Exchange   Commission (SEC) issued Staff Accounting Bulletin(SAB) 101,  "Revenue Recognition   in Financial Statements," in December1999. The SAB  summarizes certain of   the SEC staff's views in applyinggenerally accepted  accounting principles   to revenue recognition in financialstatements. The  Company performed a review  of its revenue recognition policiesand determined  that they are in compliance  with SAB 101.

The Company records sales   as manufactured items are shipped to customers. Revenue from development contracts represent   agreements to provide training related programs totechnicians and engineers   and are recorded as service revenue. Revenue fromthese contracts is recognized   as agreed upon milestones are achieved. Thecustomer does not have a right   to return merchandise unless defective orwarranty 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 the   threeyears in the period ending September   30, 2002.

*Product Development   Costs :*Product development costs,   which include engineering production support, areexpensed 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**:*Forpurposes  of the Statement   of Cash Flows, the Company considers all highlyliquid  debt instruments purchased with a maturity   of three months or lessto becash    equivalents. From time to time the Company maintains cash balancesin   excess of the FDIC limits. The cash balance   at September 30, 2002 amounted to $2,345,681.

*Inventories :*Inventories are valued   at the lower of cost (first-in, first-out) or market and consist of:

|                                       | **2002**   | **2001**   |
|---------------------------------------|------------|------------|
|                                       |            |
| Raw materials  			and component parts | $2,300,401 | $2,353,329 |
| Work-in-process                       | 558,406    | 828,238    |
| Finished 			products                  | 730,736    | 812,780    |
|                                       |            |
|                                       |            |            |
|                                       | $3,589,543 | $3,994,347 |
|                                       |            |

The above amounts are   net of reserve for obsolete inventory in the amount of $31,500 and$92,000   for the periods ended September 30, 2002 and September 30, 2001respectively.

*Property, Plant and   Equipment :*Property, plant and equipment   are carried at cost. Maintenance and repair costsare 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 andequipment | Straight-line | 3 to 10 years              |
| Tools and dies         | Straight-line | 3 years                    |

Depreciation, including   depreciation on capitalized leases, amounted to $355,830(2002), $437,955  (2001), and $515,151 (2000).

*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 is recognized for the difference between the fair value and carrying   value of the asset.

*Intangible Assets**:***Goodwill is being amortized   on a straight-line basis over 15   to 20 years. Amortization of intangibles amounted to $112,565 (2002), $123,444   (2001) and $136,719(2000).

*Freight :*        Freight costs are classified as cost of product sold.

*Advertising Costs :*Advertising costs  are  expensed as incurred and amounted to $135,724 (2002), $214,650 (2001)  and  $371,299 (2000).

*Income Taxes**:*TheCompany  records income   taxes under the provisions of Financial AccountingStandards  Board Statement No. 109, "Accounting   for Income Taxes."

*Income perCommon Share :*Income per common share   information is computed on the weighted average number of shares outstanding during each period as disclosed in note 8.

*Recently Issued Accounting   Pronouncements :*Effective October 1,  2001,  the Company adopted SFAS No. 133 "Accounting for Derivative Instruments  and  Hedging Activities" as amended by SFAS No. 138. As amended, SFAS 133  requires  that an entity recognize all derivatives as either assets or liabilities  in the balance sheet, measure those instruments at fair value and recognize  changes in the fair value of derivatives in earnings in the period of change  unless the derivative qualifies as an effective hedgethat  offsets certain  exposures. The Company had no derivatives as of September 30, 2002, and therefore,  no resulting transition adjustments.

In July 2001, the Financial   Accounting Standards Board issued SFAS No. 141, Business Combinations,  and   SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141requires     that the purchase method be used for all business combinationsinitiated    after June 30, 2001 as well as all purchase method businesscombinations   completed after June 30, 2001. SFAS No. 142 will require thatgoodwill and   intangible assets with indefinite useful lives no longer beamortized, but   instead be tested for impairment at least annually in accordancewith its'   provisions. The Company is required to adopt the provisions ofSFAS No. 141  immediately, and SFAS No. 142 effective October 1, 2002.

The Company   will adopt SFAS No. 142 in the first quarter of fiscal 2003. Application  of the non-amortization provisions of the standard is expected to result in annual earnings of approximately $75,000, net of tax, which will increase   earnings per share by approximately $0.06. The Company has substantially  completed the initial impairment tests and believes it likely that an impairmentcharge  may occur in the first quarter of fiscal 2003. This charge would be approximately  $1,040,000, net of tax, and would decrease earnings per share by approximately  $0.85. Any adjustment of goodwill resulting from the impairment tests will  be recognized separately as a cumulative effect of a changein  accounting  principle.

In August 2001, TheFinancial   Accounting Standards Board issued SFAS No. 144, Accounting forthe 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 FASB Statement No. 121. The Company is required to adopt the provisions  of SFAS No. 144 effective October 1, 2002. The Company has not determined  the effect of this new standard on the Company's results of operations or  financial position, but believes the effect will not be material.

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. The Company is required to adopt the provisions of SFAS No. 146 effective for exit or disposal activities that are initiated after December 31, 2002.

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

**3. SHORT-TERM FINANCING**

The Company has a secured credit agreementof   $1,000,000 with its financial lender. The agreement expires in February2003  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. Thecredit   agreement contains affirmative covenant requirements related toworking capital  and tangible net worth minimums of $5,500,000 and $7,500,000respectively.   The Company had no outstanding balance under this loan facilityduring the   year ended September 30, 2002. The Company is in compliancewith its loan   covenants. Selected details of short-term borrowings areas follows:

|                                 | **Amount** | **Weighted****Average****Interest rate** |
|---------------------------------|------------|------------------------------------------|
|                                 |            |
| Balance at September 30, 2002   | $          | -                                        | - |
| Average during 2002             | $          | -                                        | - |
| Maximum during 2002 (month end) | $          | -                                        | - |
|                                 |            |
|                                 |            |                                          |
| Balance at September 30, 2001   | $          | -                                        | 9.01% |
| Average during 2001             | $          | 349,208                                  | 9.07% |
| Maximum during 2001 (month end) | $          | 1,093,000                                | 9.50% |
|                                 |            |                                          |

**4.   LEASES**

*Operating*:TheCompany  leases a  facility  and certain equipment under operating leasesexpiring  through September 2005.

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

| 2003 | $27,159   |
|------|-----------|
| 2004 | 14,375    |
| 2005 | 7,296     |
|      |           |
|      | **Total** | $48,830 |
|      |           |

Rental expense under  these commitments was $49,492 (2002), $68,362 (2001) and $153,465 (2000).

*Capital*:During 2000, the Company   purchased equipment under a capital lease obligation,replacing equipment  purchased in 1997. The obligation is payable in monthly installments of $3,344 including interest at   8.0% per year until February 2003.The total capital lease obligation payable   includes $44,954 remaining on the equipment purchased in 1997. The balance outstanding   at September 30, 2002 was $11,334. Minimum annual lease payments under the   capital lease are as follows:

|                                    |  |         |
|------------------------------------|--|---------|
| 2003                               |  | $11,505 |
| Less amounts representing interest |  | 171     |
|                                    |  |         |
|                                    |  | $11,334 |
|                                    |  |         |

The cost and accumulated    depreciation of the equipment held under capital lease at September 30,  2002  is as follows:

| Cost                                       | $189,578 |
|--------------------------------------------|----------|
| Accumulated 					depreciation/Amortization | 164,216  |
|                                            |          |
| Book value                                 |          |  | $ | 25,362 |
|                                            |          |

A facility held under  a capital lease has a net book value of $0 at September30, 2002. Futureminimum  lease payments which extend through 2061 are immaterial.

**5.   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, netof   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 the Company's Class A shares at the time of grant must be at a price not less than 110% of the market price. Non-qualified stock options may be issued at such exercise price and on such other terms and conditions as the Compensation Committee may determine. No  optionsmay  be granted at a price less than $2.925. Non-cash compensation expense related  to stock option planswas $0 (2002), $0 (2001) and $10,350 (2000). All options  granted under the Employee  Plans are exercisable at September30, 2002.

The Company's Outside    Directors Stock Option Plans (collectively the "Directors Plans") provide    for the automatic grant of options to purchase up to 51,000 shares (less 21,000 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, at the fair market value on thedate    of grant. All options granted under the Directors Plans become fully  exercisable on February 21, 2005.

Transactions involving the plans aresummarized   as follows:

|                                                                |                                  |           |                                  |           |                                  |           |
|----------------------------------------------------------------|----------------------------------|-----------|----------------------------------|-----------|----------------------------------|-----------|
|                                                                | **Weighted Average****Exercise** |           | **Weighted Average****Exercise** |           | **Weighted Average****Exercise** |
|                                                                | **2002**                         | **Price** | **2001**                         | **Price** | **2000**                         | **Price** |
|                                                                |
| **Option Shares**                                              |                                  |           |                                  |           |                                  |           |
| **Employee Plans:**                                            |
|                                                                |                                  |           |                                  |           |                                  |           |
| Outstanding October 1,                                         | 123,150                          | $7.99     | 116,300                          | $9.34     | 106,500                          | $9.14     |
|                                                                |                                  |           |                                  |           |                                  |           |
| Granted                                                        | 44,300                           | 3.55      | 32,100                           | 3.13      | 27,800                           | 5.00      |
|                                                                |                                  |           |                                  |           |                                  |           |
| Canceled                                                       | (16,050)                         | 8.31      | (23,250)                         | 8.46      | -                                | -         |
|                                                                |                                  |           |                                  |           |                                  |           |
| Exercised                                                      | _____-                           | -         | (2,000)                          | 3.13      | (18,000)                         | 2.93      |
|                                                                |                                  |           |                                  |           |                                  |           |
| Outstanding September 30,(2002-$3.13 to $17.25 per   			share) | 151,400                          | 6.66      | 123,150                          | 7.99      | 116,300                          | 9.34      |
| Exercisable September 30,                                      | 151,400                          | 6.66      | 123,150                          | 7.99      | 116,300                          | 9.34      |
|                                                                |                                  |           |                                  |           |                                  |           |
| **Director Plans:**                                            |                                  |           |                                  |           |                                  |           |
|                                                                |                                  |           |                                  |           |                                  |           |
| Outstanding October 1,                                         | 36,000                           | $10.76    | 30,000                           | $12.07    | 36,000                           | $13.02    |
|                                                                |                                  |           |                                  |           |                                  |           |
| Granted                                                        | 6,000                            | 3.55      | 6,000                            | 4.25      | 6,000                            | 8.50      |
|                                                                |                                  |           |                                  |           |                                  |           |
| Canceled                                                       | -                                | -         | -                                | -         | (12,000)                         | 13.02     |
|                                                                |                                  |           |                                  |           |                                  |           |
| Exercised                                                      | ____-                            | -         | ____-                            | -         | ____-                            | -         |
|                                                                |                                  |           |                                  |           |                                  |           |
| Outstanding September 30,(2002-$3.55 to $18.00 per   			share) | 42,000                           | 9.73      | 36,000                           | 10.76     | 30,000                           | 12.07     |
| Exercisable September 30,                                      | 30,000                           | 11.83     | 24,667                           | 12.97     | 20,000                           | 13.86     |

The Company applies APB Opinion No. 25, "Accounting   for Stock Issued To Employees" and related interpretations in accounting  for its stock plans for both employees and non-employee Directors as  allowed under FAS Statement No. 123, "Accounting   for Stock-Based Compensation". Accordingly, the adoption of this statement   did not affect the Company's results   of operations, financial position or liquidity. Had compensation cost for   fixed price stock options granted   in 2002, 2001 and 2000 been determined consistent with FAS 123, pro forma net income (loss) and   earnings (loss) per share would have been as follows:

|  |                             |               | **2002** | **2001**   | **2000**   |
|--|-----------------------------|---------------|----------|------------|------------|
|  |                             |               |          |
|  | Net Income (Loss)           | - as reported | $244,406 | $(662,106) | $(410,604) |
|  |                             |               |          |
|  |                             | - pro forma   | $133,026 | $(746,578) | $(472,858) |
|  |                             |               |          |
|  | Net Income (Loss) per share | - as reported |          | $.20       |            | $(.54) |  | $(.34) |
|  |                             |               |          |
|  |                             | - pro forma   |          | $.11       |            | $(.61) |  | $(.39) |

The fair value method    of accounting has not been determined for options granted prior to October    1, 1995. The effects of applying FAS No. 123 in this pro forma disclosure    are not necessarily indicative of future amounts.

The fair value of issued   stock options is estimated on the date of grant using the Black-Scholes  option  pricing model. The Black-Scholes option pricing model was originally  developed  for use in estimating the fair value of traded options whichhave  different  characteristics from the Company's employee stock options.The  model is also  sensitive to changes in the subjective assumptions whichcan  materially affect  the fair value estimate. As a result, managementbelieves  that the Black-Scholes  model may not necessarily provide a reliablesingle  measure of the fair value  of employee stock options. The followingweighted-average   assumptions were  used in the option pricing model for2002, 2001 and 2000   respectively: a risk free interest rate of 3.0%, 4.0%and 5.7%; an expected   life of 6, 6 and 6 years; an expected dividend yieldof 0.0%, 0.0% and 1.8%;   and a volatility  factor of .71, .88 and .38.

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

Unissued shares ofClass A common stock (648,266 and 614,016 shares in 2002 and 2001 respectively)    are reserved for the share-for-share conversion rights of the Class Bcommon    stock and stock options under the Employee Plans and the DirectorsPlans   (see note 5). The Class A shares have one vote per share and theClass B  shares have three votes per share, except under certain circumstancessuch  as voting on voluntary liquidation, sale of substantially all the assets,  etc. Dividends up to $.10 per year, noncumulative, must be paid on Class A shares before any dividends are paid on Class B shares.

**7. INCOME TAXES**

A reconciliation of the recovery ofincome   taxes to the statutory Federal income tax rate is as follows:

|                                                      | **2002**                                       | **2001**     | **2000**   |
|------------------------------------------------------|------------------------------------------------|--------------|------------|
|                                                      |                                                |
|                                                      |                                                |              |            |
| Income (Loss)   			Before Provision for Income Taxes | $261,606                                       | $(1,147,406) | $(834,404) |
|                                                      | Statutory rate                                 | 34%          | 34%        | 34% |
|                                                      |                                                |              |
|                                                      |                                                | 88,946       | (390,118)  | (283,697) |
|                                                      |                                                |              |            |  |
|                                                      | Surtax Savings                                 | (3,700)      | -          | - |
|                                                      | State and 			local   (recovery of) taxes - net | -            | 12,300     | (18,000) |
|                                                      | Permanent 			differences                       | 16,800       | 8,500      | 16,300 |
|                                                      | Research and 			development credit - net       | (76,900)     | (123,000)  | (154,200) |
|                                                      | Other                                          | (7,946)      | 7,018      | 15,797 |
|                                                      |                                                |              |
|                                                      |                                                | $17,200      | $(485,300) | $(423,800) |
|                                                      |                                                |              |

Deferred tax asset (liabilities) consistof   the following:

|                 | **2002**                                        | **2001**  |           |
|-----------------|-------------------------------------------------|-----------|-----------|
|                 |                                                 |           |           |  |
| **Current:**    |                                                 |           |           |
|                 | Inventories                                     | $7,900    | $42,000   |  |
|                 | Research and 			development credit carryforward | 47,100    | -         |  |
|                 | Accrued 			liabilities                          | 98,400    | 125,300   |  |
|                 | Contribution 			carryforward                    | 77,600    | -         |  |
|                 |                                                 |           |           |
|                 | 231,000                                         | 167,300   |           |
| **Noncurrent:** |                                                 |           |           |
|                 | Depreciation 			and amortization                | (185,000) | (186,000) |  |
|                 | Research and 			development credit carryforward | 623,100   | 644,700   |  |
|                 | Contribution 			carryforward                    | 34,000    | 119,300   |  |
|                 |                                                 |           |           |
|                 |                                                 | 472,100   | 578,000   |  |
|                 |                                                 |           |           |
|                 | **Total**                                       | $703,100  | $745,300  |  |
|                 |                                                 |           |           |

The contribution and   research and development credit carryforwards will begin to expirein 2019.

The Company's ability to realize theentire   benefit of its deferred tax assets requires that the Company achievecertain   future earning levels prior to the expiration of its 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.

**8. EARNINGS PER COMMON SHARE**

The following table sets forth the computation   of basic and diluted earning per share.

|                                                     | **2002**  | **2001**   | **2000**   |
|-----------------------------------------------------|-----------|------------|------------|
|                                                     |           |
| **Basic 			Income   (Loss) Per Share**              |           |            |            |
| Income (Loss)   			available to common stockholders | $244,406  | $(662,106) | $(410,604) |
|                                                     |           |            |            |
| Shares 			denominator                               | 1,219,750 | 1,218,374  | 1,204,276  |
|                                                     |           |            |            |
| Per share			amount                                  | $.20      | $(.54)     | $(.34)     |
|                                                     |           |
| **Effect of 			Dilutive Securities**                |           |            |            |
| Average shares   			outstanding                     | 1,219,750 | 1,218,374  | 1,204,276  |
|                                                     |           |            |            |
| Stock options                                       | 21,370    | -          | -          |
|                                                     |           |
|                                                     | 1,241,120 | 1,218,374  | 1,204,276  |
| **Diluted 			Income   (Loss) Per Share**            |           |            |            |
| Income (Loss)   			available to common stockholders | $244,406  | $(662,106) | $(410,604) |
|                                                     |           |            |            |
| Per share			amount                                  | $.20      | $(.54)     | $(.34)     |
|                                                     |           |

**9. EMPLOYEE BENEFIT PLANS**

The Company has aformula   based profit sharing bonus plan for officers and key employees. The formula   takes into account "Economic Profit" in determining the bonus pool. The bonus  distribution is determined by the Compensation Committee of the Board of Directors after considering such factors as salary, length of service and merit. The maximum individual distribution is 50% of the distributee's salary. For fiscal years ended September 30, 2002, 2001 and 2000, the formula produced no distributions.

The Company has a401(k)   Savings and Retirement Plan covering all full-time employees. Companycontributions   to the plan, including matching of employee contributions, are at the Company's   discretion. For fiscal years ended September 30, 2002, 2001 and 2000, approximately   -0-, $19,102, and $37,992 respectively, were contributed to the plan. The   Company does not provide any other post retirement benefits to its employees.

The Company has adeferred   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 bythem under the 401(k)   Savings and Retirement Plan. For fiscal years endedSeptember 30, 2002, 2001  and 2000, approximately $7,200, $10,800 and $8,000respectively, were allocated  by the participants to this plan and is includedin "Accrued Payroll and Related Expenses."

**10. ACQUISITION**

On February 17, 1998,   the Company purchased certain assets of Waekon Industries, Inc. for $2,221,302   which has been accounted for under the purchase method of accounting. The   purchase included accounts receivable ($504,282), inventory ($719,244), prepaid  and other assets ($42,786), machinery and equipment($380,100), assumption  of current liabilities ($425,895), and goodwill ($1,000,785).  The Company  also recorded as goodwill closing costs related to the purchase  ($205,216),  and the present value of a five year earn out contract having  a minimum required  pay out of $585,892. In December 1999, the Companyterminated   the earn out  agreement in exchange for payment of the minimumearn out liability   plus an additional payment of $78,194. The $78,194 wastreated as an addition   to the purchase price. Accordingly, goodwill wasincreased by the amount  of the payment. Goodwill is being amortized over20 years.

**11. RESTRUCTURING CHARGE**

During the third quarter   of fiscal 2000, the Company decided to close its Kirkwood, Pennsylvania  production  facility and incorporate this operation into its existing Greenwood,  Mississippi  production facility. The actual closing occurred on July 14,  2000. In connection  with this decision, the Company recorded charges of $434,015 consisting of  future lease payments ($228,375), losses and abandonment of the plant facility  and equipment ($111,750) and employee severance and related expenses ($93,890).  The decision resulted in the termination ofmost of the Kirkwood workforce,  approximately 30 employees.

These costs relate  to the automotive diagnostic tools and equipment segment (see note 12).In  fiscal 2000 the corresponding liability consisted of a current portionof  $91,067 which is included in accrued expenses and a long-term portionof $112,375 which is included in other long-term liabilities. These liabilities were paid in the first quarter of fiscal 2001.

**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 andinfrastructure.     The indicators and gauges unit has different technologiesand customers   than  the other business units. Therefore, the business unitshave been aggregated    into two reportable segments: 1.) indicators andgauges and 2.) automotive    related diagnostic tools and equipment. TheCompany's management evaluates    segment performance based primarily onoperating earnings before taxes.  Non-operating  items such as interest incomeand interest expense are included  in general  corporate expenses. Depreciationexpense on assets used in manufacturing   are considered part of each segment'soperating performance. Depreciation   expense on non-manufacturing assetsare included in general corporate expenses.   Goodwill amortization is appliedto each segment's operating performance.

*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 business and pleasure aircraft. Within   the locomotive market, indicators and gauges are sold to both originalequipment    manufacturers and to operators of railroad equipment.

*Automotive Diagnostic   Tools and Equipment*

This segment consists    primarily of products designed and manufactured to support the servicing   of automotive electronic systems. These products are sold to the aftermarket    using a variety of distribution methods. The acquisition of Waekon Industries    in 1998 added significant new products and distribution sources for the  aftermarket.

Included in this segment   are fastening control products used by large manufacturers   to monitor and control pneumatic and electric tools that tighten threaded  fasteners so as to provide high quality joint control in assembly plants.  The product was added in fiscal 1994 when the Company acquired the fastening  systems business from Allen-Bradley Company.

*Information by industry segment is set forth below*:

| **Years Ended   			September 30,**                       | **2002**                                       | **2001**    | **2000**    |
|----------------------------------------------------------|------------------------------------------------|-------------|-------------|
|                                                          |
| **Net Sales**                                            |                                                |             |             |
|                                                          | Indicators and   			Gauges                     | $           | 1,863,037   | $ | 2,239,126 | $ | 2,573,469 |
|                                                          | Automotive 			Diagnostic   Tools and Equipment | 10,528,605  | 13,022,023  | 15,701,157 |
|                                                          |                                                |
|                                                          | $                                              | 12,391,642  | $           | 15,261,149 | $ | 18,274,626 |
|                                                          |                                                |
| **Income 			(Loss)   Before Provision for Income Taxes** |                                                |             |             |
|                                                          | Indicators and   			Gauges                     | $           | 329,889     | $ | (10,513) | $ | 447,445 |
|                                                          | Automotive 			Diagnostic   Tools and Equipment | 1,362,539   | 582,622     | 1,765,351 |
|                                                          | General 			Corporate   Expenses                | (1,430,822) | (1,719,515) | (2,613,185) |
|                                                          | Restructuring    			Charge                     | -           | -           | (434,015) |
|                                                          |                                                |
|                                                          | $                                              | 261,606     | $           | (1,147,406) | $ | (834,404) |
|                                                          |                                                |

The restructuring charge   costs relate to the automotive diagnostic tools and equipment segment.

*Asset Information**:*

|                                 | **Indicators** | **Automotive** | **Corporate** | **Consolidation** |
|---------------------------------|----------------|----------------|---------------|-------------------|
|                                 |
| 2002 - 			Identifiable   Assets | $              | 980,517        | $6,563,017    | $4,759,848        | $12,303,382 |
|                                 |                |                |               |                   |
| 2001 - 			Identifiable   Assets | $1,003,668     | $7,842,552     | $3,331,333    | $12,177,553       |
|                                 |                |                |               |                   |
| 2000 - 			Identifiable   Assets | $1,213,652     | $9,538,127     | $3,014,830    | $13,766,609       |
|                                 |                |                |               |                   |
|                                 |                |                |               |                   |
|                                 |                |                |               |                   |

*Geographical Information   :*

Included in the consolidated  financial statements are the following amounts related to geographic locations:

| **Years Ended   			September 30,** | **2002**                      | **2001**    | **2000**    |
|------------------------------------|-------------------------------|-------------|-------------|
|                                    |
| **Revenue:**                       |                               |             |             |
|                                    | United States   			of America | $11,825,716 | $14,568,941 | $16,970,977 |
|                                    | Canada                        | 391,134     | 516,664     | 415,703 |
|                                    | Other foreign   			countries  | 174,792     | 175,544     | 887,946 |
|                                    |                               |
|                                    | $12,391,642                   | $15,261,149 | $18,274,626 |
|                                    |                               |

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

**13. QUARTERLY DATA (UNAUDITED)**

|                                                                                                         | **First**  | **Second** | **Third**  | **Fourth** |
|---------------------------------------------------------------------------------------------------------|------------|------------|------------|------------|
| **Net Sales**                                                                                           |            |            |            |            |
| 2002                                                                                                    | $2,584,817 | $3,252,795 | $3,513,353 | $3,040,677 |
| 2001                                                                                                    | 3,754,296  | 4,166,399  | 3,727,618  | 3,612,836  |
| 2000                                                                                                    | 5,380,619  | 4,395,783  | 4,193,247  | 4,304,977  |
|                                                                                                         |            |            |            |            |
| **Gross 				Profit**                                                                                    |            |            |            |            |
| 2002                                                                                                    | 1,057,151  | 1,697,761  | 1,829,234  | 1,423,347  |
| 2001                                                                                                    | 1,306,638  | 1,375,333  | 1,436,556  | 1,656,049  |
| 2000                                                                                                    | 2,343,977  | 1,950,152  | 1,724,980  | 1,744,613  |
|                                                                                                         |            |            |            |            |
| **Net Income   				(Loss)**                                                                             |            |            |            |            |
| 2002                                                                                                    | (208,540)  | 150,971    | 249,591    | 52,384     |
| 2001                                                                                                    | (344,563)  | (353,127)  | (137,645)  | 173,229    |
| 2000                                                                                                    | 226,391    | (174,447)  | (444,857)  | (1)        | (17,691) |
|                                                                                                         |            |            |            |            |
| **Net Income   				(Loss) per Common Share**                                                            |            |            |            |            |
|                                                                                                         |            |            |            |            |
| **Basic**                                                                                               |            |            |            |            |
| 2002                                                                                                    | (.17)      | .12        | .20        | .05        |
| 2001                                                                                                    | (.28)      | (.29)      | (.11)      | .14        |
| 2000                                                                                                    | .19        | (.15)      | (.37)      | (.01)      |
|                                                                                                         |            |            |            |            |
| **Diluted**                                                                                             |            |            |            |            |
| 2002                                                                                                    | (.17)      | .12        | .20        | .05        |
| 2001                                                                                                    | (.28)      | (.29)      | (.11)      | .14        |
| 2000                                                                                                    | .19        | (.15)      | (.37)      | (.01)      |
|                                                                                                         |
| (1) Thethird   				quarter 2000 includes a pre-tax expense of $434,015 for a 				restructuring  charge. |
|                                                                                                         |

**ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL   DISCLOSURE**

Not Applicable.

----

**PART III**

**ITEM 10. DIRECTORS   AND EXECUTIVE OFFICERS OF THE REGISTRANT**

The information required  by this Item 10 as 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's definitive Proxy Statement   for the Annual Meeting of Shareholders to be held on February 19, 2003, since  such Proxy Statement will be filed with the Securities and Exchange Commission   not later than 120 days after the end of the Company's fiscal year pursuant   to Regulation 14A. Information required by this Item 10as  to the Executive   Officers of the Company is included in Part I of thisAnnual Report on Form   10-K.

**ITEM 11. EXECUTIVE   COMPENSATION**

The information required  by this Item 11 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 onFebruary   19,  2003, since such Proxy Statement will be filed with the Securitiesand  Exchange  Commission not later than 120 days after the end of the Company's  fiscal year pursuant to Regulation 14A.

**ITEM 12. SECURITY   OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

Equity Compensation  Plan Information

The following table provides information as   of September 30, 2002 with respect to compensation plans (includingindividual   compensation arrangements) under which Common Stock of the Companyis authorized   for issuance under compensation plans previously approvedand 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   exercise price 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 | 181,400 | $7.51 | 56,200 |
|-------------------------------------------------------------|---------|-------|--------|

| Equity 			compensation   plans not approved by security holders | ___-___ | - | ___-___ |
|-----------------------------------------------------------------|---------|---|---------|
| Total                                                           | 181,400 |   | 56,200  |
|                                                                 |         |   |         |

Other information required by this Item 12   is incorporated by reference 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 19, 2003, since such Proxy Statement will be filed   with the Securities and Exchange Commission not later than 120 days after   the end of the Company's fiscal year pursuant to Regulation 14A.

**ITEM 13. CERTAIN   RELATIONSHIPS AND RELATED TRANSACTIONS**

The information required  by this Item 13 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  19, 2003, since such Proxy Statement will be filed with the Securitiesand   Exchange Commission not later than 120 days after the end of the Company's  fiscal year pursuant to Regulation 14A.

----

**PART   IV**

**ITEM 14. CONTROLS   AND PROCEDURES**

Within the 90 days prior to the date of this   Form 10-K, the Company carried out an evaluation, under the supervision  and  with the participation of the Company's management, including theCompany's     Chief Executive Officer along with the Company's Vice President,Finance    and Chief Financial Officer, of the effectiveness of the designand operation     of the Company's disclosure controls and procedures pursuantto Exchange    Act Rule 13a-14. Based upon that evaluation, the Company'sChief Executive    Officer along with the Company's Vice President, Financeand Chief Financial    Officer concluded that the Company's disclosure controlsand procedures  are  effective in timely alerting them to material informationrelating to  the  Company (including its consolidated subsidiaries) requiredto be included    in the Company's periodic SEC filings. There have beenno significant changes    in the Company's internal controls or in otherfactors which could significantly    affect internal controls subsequentto the date the Company carried out  its  evaluation.

**ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,   AND REPORTS ON REPORT 8-K**

(a) (1) FINANCIAL    STATEMENTS

The following Consolidated Financial Statements   of the Registrant and its subsidiaries are included in PartII, Item 8:

| **PAGE** |
|----------|

Report of Independent Auditors.................................................F-1

Consolidated Balance    Sheet - As of September 30, 2002 and 2001...........................................................................F-2

Consolidated Statement    of Income - Years Ended September 30, 2002, 2001 and 2000...........................................................................F-4

Consolidated Statement    of Stockholders' Equity - Years Ended September 30,2002, 2001 and 2000............................................................F-5

Consolidated Statement    of Cash Flows - Years Ended September 30, 2002,2001and  2000..................................................................F-6

Notes to Consolidated    Financial Statements.....................................F-8

(a) (2) FINANCIAL    STATEMENT SCHEDULES

The following Consolidated    Financial Statement Schedules of the Registrant and its subsidiariesare    included in Item 15 hereof.

SEQUENTIAL PAGE

Report of Independent    Auditors 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 therefore have been omitted.

(a) (3) EXHIBITS

Reference is made to   the Exhibit Index set forth herein.

(b) There were no reports   filed on Form 8-K during the quarter ended September 30, 2002

----

**SIGNATURES**

Pursuant to the requirements of Section 13   or 15(d) of the Securities Exchange Act of 1934, the Registrant hasduly  caused this report to be signed on its behalf by the undersigned, thereunto   duly authorized at Cleveland, Ohio this 19th day of December, 2002.

|  | HICKOK 			INCORPORATED

By: /s/ 			Robert   L. BaumanRobert 			L.  BaumanPresident 			and   Chief Executive Officer |
|--|---------------------------------------------------------------------------------------------------------------------|

Pursuant to the 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 19th day of December, 2002:

| **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 | Vice 				President   and Chief Financial Officer   |
| Gregory M. 				Zoloty       | (Principal 				Financial   and Accounting Officer) |
|                             |                                                    |
|                             |                                                    |
| /s/ Harry 				J. Fallon     | Director                                           |
| Harry J. 				Fallon         |                                                    |
|                             |                                                    |
|                             |                                                    |
| /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          |                                                    |
|                             |                                                    |

----

**CERTIFICATION OF    CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY   ACT OF 2002**

Robert L. Bauman,Chief Executive Officer

I, Robert L. Bauman,    Chief Executive Officer, certify that:

-  I 	have reviewed this    annual report on Form 10-K of Hickok Incorporated 	(the "Registrant"); 
-  Based 	on my knowledge,    this annual report does not contain any untrue 	statement of a material  fact  or omit to state a material fact 	necessary to make the statements made, in light of the circumstances 	under which such statements were made, not misleading with respect 	to the period covered by this annual report; 
-  Based 	on my knowledge,    the financial statements, and other financial 	information included in this   annual report, fairly present in all 	material respects the financial condition,   results of operations and 	cash flows of the registrant asof,  and for, the  periods presented 	in this annual report; 
-  The 	registrant'sother certifying officer and I are responsible for 	establishing and maintaining    disclosure controls and procedures (as 	defined in Exchange Act Rules13a-14    and 15d-14) for the registrant 	and have:  a) 	designed suchdisclosure controls and procedures to ensure that 	material information relatingto the registrant, including its 	consolidated subsidiaries, is made knownto us by others within 	those entities, particularly during the period inwhich this annual 	report is being prepared;  b) 	evaluated theeffectiveness of the registrant's disclosure controls 	and procedures asof a date within 90 days prior to the filing date 	of this annual report(the "Evaluation Date"); and  c) 	presented in this    annual report our conclusions about the 	effectiveness of the disclosure   controls and procedures based on our 	evaluation as of the EvaluationDate; 
-  The 	registrant'sother certifying officer and I have disclosed, based on 	our most recentevaluation, to the registrant's auditors and the 	audit committee of registrant'sboard of directors:  a) 	all significant    deficiencies in the design or operation of internal 	controls which could    adversely affect the registrant's ability to 	record, process, summarize   and report financial data and have 	identified for the registrant's auditors   any material weaknesses in 	internal controls; and  b) 	any fraud, whether    or not material, that involves management or 	other employees who have a  significant role in the registrant's 	internal controls; and 
-  The 	registrant's other certifying    officer and I have indicated in this 	annual report whether there were significantchanges 	in  internal controls or in other factors that could significantly 	affect internal  controls subsequent to thedate	of our most recent evaluation,    including any corrective actions with	regard to significant deficiencies    andmaterial 	weaknesses.  

By:

/s/ R. L. Bauman

R. L. Bauman

Chief Executive Officer

December 19, 2002

----

**CERTIFICATION OF    CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY   ACT OF 2002**

Gregory M. Zoloty,    Vice President, Finance and Chief Financial Officer

I, Gregory M. Zoloty,    Vice President, Finance and Chief Financial Officer, certify that:

-  I 	have reviewed this    annual report on Form 10-K of Hickok Incorporated 	(the "Registrant"); 
-  Based 	on my knowledge,    this annual report does not contain any untrue 	statement of a material  fact  or omit to state a material fact 	necessary to make the statements made, in light of the circumstances 	under which such statements were made, not misleading with respect 	to the period covered by this annual report; 
-  Based 	on my knowledge,    the financial statements, and other financial 	information included in this   annual report, fairly present in all 	material respects the financial condition,   results of operations and 	cash flows of the registrant asof,  and for, the  periods presented 	in this annual report; 
-  The 	registrant'sother certifying officer and I are responsible for 	establishing and maintaining    disclosure controls and procedures (as 	defined in Exchange Act Rules13a-14    and 15d-14) for the registrant 	and have:  a) 	designed suchdisclosure controls and procedures to ensure that 	material information relatingto the registrant, including its 	consolidated subsidiaries, is made knownto us by others within 	those entities, particularly during the period inwhich this annual 	report is being prepared;  b) 	evaluated theeffectiveness of the registrant's disclosure controls 	and procedures asof a date within 90 days prior to the filing date 	of this annual report(the "Evaluation Date"); and  c) 	presented in this    annual report our conclusions about the 	effectiveness of the disclosure   controls and procedures based on our 	evaluation as of the EvaluationDate; 
-  The 	registrant'sother certifying officer and I have disclosed, based on 	our most recentevaluation, to the registrant's auditors and the 	audit committee of registrant'sboard of directors:  a) 	all significant    deficiencies in the design or operation of internal 	controls which could    adversely affect the registrant's ability to 	record, process, summarize   and report financial data and have 	identified for the registrant's auditors   any material weaknesses in 	internal controls; and  b) 	any fraud, whether    or not material, that involves management or 	other employees who have a  significant role in the registrant's 	internal controls; and 
-  The 	registrant's other certifying    officer and I have indicated in this 	annual report whether there were significantchanges 	in  internal controls or in other factors that could significantly 	affect internal  controls subsequent to thedate	of our most recent evaluation,    including any corrective actions with	regard to significant deficiencies    andmaterial 	weaknesses.  

By:

/s/ G. M. Zoloty

G. M. Zoloty

Vice President, Finance andChief Financial   Officer

December 19, 2002

----

**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, 2002, by and between the 			Company    and Huntington National Bank (incorporated herein by 			reference tothe    appropriate exhibit to the Company's Quarterly 			Report on Form 10-Qfor    the quarterly period ended March 31, 			2002). |  |
|          |                                                                                                                                                                                                                                                                                             |  |
| 10(a)(1) | Commercial    			Security Agreement, datedFebruary 28, 			2002, by and between HickokIncorporated     (Borrower), Supreme 			Electronics Corp. (Grantor) and HuntingtonNational     Bank.                                                                                                   |  |
|          |                                                                                                                                                                                                                                                                                             |  |
| 10(a)(2) | Commercial    			Guaranty Agreement, datedFebruary 28, 			2002, by and between HickokIncorporated     (Borrower), Supreme 			Electronics Corp. (Guarantor) andHuntington National     Bank.                                                                                                 |  |
|          |                                                                                                                                                                                                                                                                                             |  |
| 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 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(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 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).                                           |  |
|          |                                                                                                                                                                                                                                                                                             |  |
| 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 Auditors.                                                                                                                                                                                                                                                      |  |

Reference is 	made    to the Company's basic documents filed as Exhibits 3(a) and 	3(b) tothe    Company's Registration Statement on Form S-1, dated 	September 1,1959,  as  supplemented by Amendments 1 and 2 thereto, 	dated respectivelyOctober  15,  1959, and October 19, 1959 (the 	October 15, 1959 amendmentcontaining  an  Amendment to Articles of 	Incorporation, dated September29, 1959) and  such  exhibits are 	hereby incorporated by reference herein.

The following pages contain the Consolidated    Financial Statement Schedules as specified for Item 15(a)(2) of PartIV   of  Form 10-K.

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**REPORT OF INDEPENDENT AUDITORS AS TO CONSOLIDATED 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, 2002 and 2001, and for each of the three years inthe   period  ended September 30, 2002, and have issued our report thereondated   November  22, 2002; such consolidated financial statements and reportare   included in Part II, Item 8 of this Form 10-K. Our audits also includedthe  consolidated  financial statement schedules ("schedules") of the Company listed in Item  15 (a)(2). These schedules are the responsibility of theCompany's management.  Our responsibility is to express an opinion basedon our audits. In our opinion,  such schedules, when considered in relationto the basic financial statements  taken as a whole, present fairly in allmaterial respects the information  set forth therein./s/ Meaden  & Moore, Ltd.

MEADEN &    MOORE, Ltd.Certified Public Accountants

December 17, 2002Cleveland, Ohio

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```
                  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, 2000                                                  ------------------------------ Reserve for doubtful accounts       $  70,000    $   1,721 (1)      $  7,481 (2)     $    (798)(3)     $  80,000 Reserve for inventory obsolescence  $ 212,000    $ 462,796          $      -         $ 420,286 (4)     $ 254,510                                                  Year Ended September 30, 2001                                                  ------------------------------ Reserve for doubtful accounts        $  80,000   $    (283)(1)      $     46 (2)     $  36,763 (3)      $ 43,000 Reserve for inventory obsolescence   $ 254,510   $ 433,574          $      -         $ 596,084 (4)     $  92,000                                                  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(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.
```

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```
                                           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           Period (3)------------------------          ----------   ---------   ---------------   --------------   --------------------                                          Year Ended September 30, 2000                                          -----------------------------   Note Payable to Bank (1)       $ 668,000      9.32%       $  975,000        $ 296,850 (2)          9.30%                                          Year Ended September 30, 2001                                          -----------------------------   Note Payable to Bank (1)       $      -       9.01%       $1,093,000        $ 349,208 (2)          9.07%                                          Year Ended September 30, 2002                                          -----------------------------   Note Payable to Bank (1)       $      -          -%       $        -        $       - (2)             -%(1) Note payable to bank represents borrowings under a revolving credit facility which expires February 28, 2003.(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.
```