****UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington,D.C. 20549**
**FORM10-K**

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

For thefiscalyear ended September 30, 2010

OR

[] TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934

For thetransitionperiod from Not Applicable to NotApplicable

Commissionfile number: 0-147

**HICKOKINCORPORATED**

(Exactnameof registrant as specified in its charter)
**
****Ohio****34-0288470**(State or other jurisdiction of incorporation ororganization) (I.R.S. Employer Identification No.) **10514Dupont Avenue, Cleveland, Ohio****44108**(Address of principal executive offices) (Zip Code) **
**
Registrant'stelephone number **(216) 541-8060**

Securitiesregistered pursuant to

Section12(b)of the Act:NONESecuritiesregistered pursuant to Section 12(g) of the Act:

ClassACommon Shares, $1.00 par value(Title ofClass)
**

Indicateby check mark if the registrant is a well-known seasoned issuer, asdefined byRule 405 of the Securities Act. **Yes[ ] No[X]**

Indicateby check mark if the registrant is not required to file reportspursuant to Section13 or Section 15(d) of the Act. **Yes[ ] No[X]**

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405of RegulationS-K(229.405 of this chapter) is not contained herein, and will not becontained, to the best of registrant's knowledge, in definitive proxyor informationstatements incorporated by reference in Part III of this Form 10-K oranyamendment to this Form 10-K. **[ ]**

****

Indicateby checkmarkwhether the registrant is a large accelerated filer, an acceleratedfiler,a non-acceleratedfiler, or a small reporting company.

| Large accelerated filer [ ]         | Acceleratedfiler []      |
|-------------------------------------|---------------------------------------------------|
| Non-acceleratedfiler  [ ] | Smallerreportingcompany[X]                        |
|                                     |                                                   |

Indicatebycheck mark whether the registrant is a shell company (as defined inRule 12b-2of the Act). **Yes[ ] No [X]**

As of March31, 2010,theRegistrant had 793,229votingshares of Class A Common Stock outstanding and 454,866 voting shares ofClass B CommonStock outstanding. As of such date, non-affiliates held 647,614sharesof Class A Common Stock and 233,098shares of Class B Common Stock. As of March 31,2010,based on the closing price of $5.50perClass A Common Share on the Over The Counter Bulletin Board, theaggregatemarket value of the Class A Common Stock held by such non-affiliateswasapproximately $3,561,877.Thereis no trading market in the shares of Class B Common Stock.

DocumentsIncorporatedby Reference:**PARTOF FORM10-K****DOCUMENTINCORPORATEDBY REFERENCE**PartIII (Items10,11, 12, 13 and 14) Portionsof theRegistrant'sDefinitive Proxy Statement to be used in connection with its AnnualMeetingof Shareholders to be held on February23, 2011.

Exceptas otherwisestated, the information contained in this Form 10-K is as of September30, 2010.

Table ofContents
**PART I.**ITEM1. BUSINESSITEM 1A. RISK FACTORSITEM 1B. UNRESOLVEDSTAFF COMMENTS
ITEM 2. PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
**PART II.**ITEM 5. MARKET FOR REGISTRANT'SCOMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION ANDANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK
ITEM8.FINANCIAL STATEMENTS ANDSUPPLEMENTARY DATA
ITEM 9. CHANGES IN AND DISAGREEMENTSWITHACCOUNTANTSON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9A. CONTROLS AND PROCEDURES
ITEM 9B. OTHER INFORMATION
F-1: REPORT OF INDEPENDENT REGISTEREDPUBLICACCOUNTINGFIRM
F-2: CONSOLIDATED BALANCE SHEET
F-3: LIABILITIES AND STOCKHOLDERS'EQUITY
F-4: CONSOLIDATED STATEMENT OF INCOME
F-5: CONSOLIDATED STATEMENT OFSTOCKHOLDERS'EQUITYAND COMPREHENSIVE INCOME
F-6: CONSOLIDATED STATEMENT OF CASHFLOWS

**NOTES TOCONSOLIDATED FINANCIALSTATEMENTS**1.NATURE OFOPERATIONS
2. SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES
3. SHORT-TERM FINANCING
4. LEASES
5. STOCK OPTIONS
6. CAPITAL STOCK, TREASURY STOCK, ANDCONTRIBUTEDCAPITAL
7. INCOME TAXES
8. EARNINGS PER COMMON SHARE
9. EMPLOYEE BENEFIT PLANS
10. SEGMENT AND RELATED INFORMATION
11. COMMITMENTS AND CONTINGENCIES
12.SUBSEQUENT EVENTS13.GOING CONCERN AND MANAGEMENT PLAN14. QUARTERLY DATA(UNAUDITED)**PART III.**ITEM10.DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OFCERTAIN BENEFICIALOWNERSAND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 13. CERTAIN RELATIONSHIPS ANDRELATEDTRANSACTIONS,AND DIRECTOR INDEPENDENCE
  
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
**PART IV.**         ITEM15. EXHIBITS,FINANCIAL STATEMENTSCHEDULES
SIGNATURES
EXHIBIT INDEX
REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTINGFIRMAS TO CONSOLIDATED SCHEDULES
SCHEDULE VIII - VALUATION ANDQUALIFYING ACCOUNTS
SCHEDULE IX - SHORT-TERM BORROWINGS

**PARTI**

**ITEM1. BUSINESS.**

GeneralDevelopment of Business

HickokIncorporatedwas founded in 1910 and organized in 1915 as an Ohio corporation, andfirst offered itssecuritiesto the public in 1959. Except as otherwise stated, the terms "Company"or"Hickok" as used herein mean Hickok Incorporated and its twowholly-ownedsubsidiaries, Supreme Electronics Corp. and Waekon Corporation. Hickokdevelopsand manufactures products used by companies in the transportationindustry.Primary markets served are automotive, emissions testing, aircraft, andlocomotivewith sales both to original equipment manufacturers (OEM's) and to theaftermarkets.

Untilthemid 1980s Hickok was known primarily for its ability to develop andmanufactureelectronic instruments for electronic servicers, precision indicatinginstrumentsfor aircraft, locomotive, and industrial applications, and electronicteachingsystems for vocational schools. Since the mid 1980s the Company hasfocusedthis expertise to develop and manufacture electronic diagnostic toolsandequipment used by automotive technicians in the automotive market. Thisisnow the Company's largest business segment. The Company continues todesignand manufacture precision indicating instruments. Thissegment representedapproximately26% of theCompany'sfiscal 2010 revenue.

The Companyenjoyedgrowing success with Ford Motor Co. in the late 1980s and early 1990sultimatelyresulting in OEM business representing approximately 80% of revenue.TheCompany recognized that customer diversification was desirable and alsothatmuch of the technology that had been developed for OEMs could haveapplicationto the non-dealer service market known as the aftermarket. Initialeffortsused internal staff for sales and development efforts. After severalyearsof modest success the Company learned that the technologydevelopedforOEMs applied to the final product but the final product itself andmarket development activitiesrequiredwere significantly different than thoseforan OEM customer.In February 1998 the Company added new products, customers and anestablishedaftermarket sales channel with the acquisition of Waekon Industries. Inadditionto the acquisition of Waekon Industries, the Company embarked ondevelopmentprograms to design tools specifically tailored to the needs of theautomotiveaftermarket and develop a variety of sales channels to the market.Sincethe acquisition, the Company uses the Waekon name as a trademark tomarketits products to technicians in the automotive aftermarket and forcertainemission inspection grade equipment it manufactures. Also the nameWaekon-Hickokis used as a trademark for higher complexity equipment primarily aimedatautomotive service shops as a shop tool. The Hickok brand is used for afamilyof products that are related to OEM grade tools sold to automotivedealershipsand manufacturers.The Company has developed areputation as a quality emission testingproductprovider. Our reputation for innovative emissions testing productsbeganwith the patented Model FPT27 Gas Cap Tester that has been used since2000in numerous state programs by emissions testing equipment suppliers. In2004the Company developed and marketed a complete emissions testingplatformfor a State of Pennsylvania program. From 2002 until 2007 the Companyworkedwith the State of California to develop a patented product for testingleaksin vehicle evaporative emissions systems. The Company began shippingtheEVAP product in August 2007 and the bulk of units were shipped byDecember 2007.The California program implemented January 1, 2008.The emission equipment provides an on-going level of business but mostprogramsresult in large short-term revenues for the Company with some residualbenefitsto future years.

The Company'soperations are currently concentrated intheUnited States of America. Sales are primarily to domesticcustomersalthough the Company also makes sales to international customersthroughdomestically based distribution companies.

OperatingSegment Information

TheCompany'soperations are combined into two reportable business segments: 1)indicatorsand gauges and 2) automotive diagnostic tools and equipment. Referenceismade to "Segment and Related Information" included in the notes to thefinancialstatements.

Indicatorsand Gauges

For overninety-five years the Company has developedand manufacturedprecision indicating instruments used in aircraft, locomotives andotherapplications. In recent years the Company has specialized in aircraftandlocomotive cockpit instruments. Within the aircraft market, instrumentsaresold primarily to manufacturers or servicers of business, military, andpleasureaircraft. Within the locomotive market, indicators are sold to bothoriginalequipment manufacturers and to operators of railroad equipment. Indicatorsandgaugesrepresented approximately 26% of the Company's sales for fiscal 2010and 25% for fiscal 2009.An originalgroupingof products, DIGILOG Instruments, were certified with the FAA duringfiscal2002. Subsequently several additional models have also been certified.TheDIGILOG instrument is a customizable indicator that is a combinationanalog/digitalindicator for the aircraft market. It can be adapted to display a widevarietyof aircraft parameters.

AutomotiveDiagnostic Tools and Equipment

Since the mid1980sthe Company has concentrated on designing and marketing instrumentsusedto diagnose automotive electronic systems. These products wereinitially soldto Ford Motor Company but are now sold to several automotive OEMs, andtothe aftermarket using jobbers, wholesalers and mobile distributors.Sincethe late 1990s sales of products designed specifically to OEMrequirementshave been balanced with products developed for automotive aftermarketservicersand the emissions testing industry. In fiscal 2007 and 2006 orders fromasupplier to OEMs for products designed to the OEMs requirementssignificantly affected revenues. In fiscal 2008, 2007 and 2004emissions products significantlyaffected revenues. The aftermarket accounted forapproximately 46% ofthe Company's automotive diagnostic and specialty tool sales in fiscal2010 and 37% for fiscal 2009. The percentageincreasewas primarilybecause large OEM orders were lower in fiscal 2010 than infiscal2009. As a whole, automotivediagnostictools and equipment represented approximately 74% of the Company'ssalesfor fiscal 2010 and 75% for fiscal 2009.

 TheCompany'sprimary expertiseis electronic measurement of physical properties and it has cultivatedareputation for developing innovative tools for automotive diagnosticsanduses that reputation as leverage when it introduces new offerings.Beinginnovative sometimes adds to the difficulty of training the saleschannelsand technician market on the benefits of the product. An example ofthisis the On-Car Injector Flow Bench (OCIFB), that the Company introducedseveralyears ago to the aftermarket. Sales of the product had been slowlyincreasingas the market began to understand its value. In 2004 a major automotiveOEMbecame interested in the product's ability to measure the actual flowoffuel injectors on the vehicle. By enabling the dealership technician toobtainflow information they expected to substantially reduce their "notroublefound" warranty returns of fuel injectors. A major order for the OEMsdealershipswas delivered in 2006 and 2007. For two years the Company has worked onextending this product's capability to diesel and Spark Ignited DirectInjection (SIDI) fuel injection systems. The Company feels it has aunique product for these new to the North American market vehicles thatwill be of interest to numerous OEMs and the Aftermarket.

NewGeneration Star(NGS)is an automotive scan tool that was supported by Ford Motor Company asaprimary diagnostic tool for their vehicles from 1992 to 2005. TheCompanyhad considerable success selling the NGS tool to aftermarket customersstartingin 2000. Sales of NGS both to dealerships and aftermarket customers wasamajor revenue source for the Company. In 2005 Ford made the decision tonolonger support the NGS with software and introduced a new tool to takeitsplace. Without access to certain Ford proprietary algorithms theCompanycould not maintain the tool's functionality to the standards it hadbeenpreviously. In late 2006 the Company was able to license the securityalgorithmfrom Ford. By late 2007 the software the Company developed returned theNGStool to the factory developed software level of performance. In early2009the Company introduced a new product called NGS Mach II that updatedthehardware platform and extended the software functionality to currentdealershipstandards while maintaining functionality for Ford vehicles back to1984. 

Inaddition the Companyintroduced NGS PC in 2007. This product is essentially a PC basedimplementationof the classic NGS product and is also at factory levelfunctionality.The NGS PC only addresses OBD II vehicles dating back to 1996 which isthe same vehicle coverage as the new Ford tool that replaced NGSclassic. The Company is putting major marketing emphasis on the NGSproducts in an effortto return these products to significant revenue generators. Inaddition, the Company believes these products represent brand definingproducts and have a significant influence on the ability to sell otherproducts to aftermarket customers. Becauseof the Company'smeasurementtechnology and automotive knowledge the Company has been able to designandmanufacture innovative tools for both OEMs and aftermarket customersandthe Company has developed a reputation for delivering advanced toolsthat saveexpenseand technician time. During the automotive and economic crisis of thepast several years by necessity the Company had to reduceexpensesand staff toaccommodatelower revenue levels. These changes will result in fewer newproductdevelopments however the Company has been cautious not to lose theexpertisethatenabled the “innovative” reputation. Although there are less resources,the Company iscompensating by being more critical in the projects it devotesresourcestoin order to develop products that have both OEM and aftermarketapplication.The Company is also making an effort to expand its product offerings tothe newtechnologiesthat will affect the North American automotive and truck marketsbecauseof the strong emphasis on fuel economy and emissions.The Company has successfully made an effort to reestablish the closeassociationwith OEMs it enjoyed in the 1980s and 1990s. The Active Fuel InjectorTesterselected by GM for all their North American dealers added to bothfiscal2006 and 2007 revenues. In an effort to build on the success of theAFIT product, the Company worked closely with GMengineers toextendthe applicability of the AFIT to diesel engines and the new SparkIgnitedDirect Injection (SIDI)gasoline engines that are expected to representasignificant percentage of all manufacturers'newengine introductions in the upcoming years. The Company introduced aSIDI and Duramax Diesel Adapter to the AFIT product to GM dealers latein fiscal 2010 and willbe introducing a similar product to the aftermarket in early fiscal2011. The Company workedclosely withNavistar/Internationalto develop a tool for testing diesel fuel injectors on their engines.The Company sold a substantial quantity of units to Navistar in fiscal2010. The Company also developed a version of the product it introducedto the aftermarket in late fiscal 2010. The strategy is toaddress new and old engine systems, such as fuel injection,that are difficult to diagnose and strike a balance between the OEMtype projects that often result inlargeone-time orders and aftermarket products that generally have longerproductlife and consistent revenue potential spread over longer time periods.Vehicle emissions testing products are used by state inspectionprograms to determine if vehicles comply with environmentalregulations. The Company developed a gas cap testing product in 2000that has been very successful and is used by most emissions equipmentproviders as the gas cap tester in their offerings. Fiscal 2009 fourthquarter revenue was positively affected by a gas cap tester programimplemented inthe State of New Jersey. Fiscal 2007 fourth quarter and fiscal 2008first quarter revenue were materially influenced bya product developed for the State of California to test the fuel systemofvehicles for leaks. In California, the Company partnered withEnvironmental Systems Products (ESP), a major provider of emissionstesting equipment. ESPprovided sales and service to customers and the Company designed andmanufacturedthe product. Both of these products incorporate patented methods formakingthe measurements. With the continuing attention to environmental issuesinNorth America, the Company is optimistic that both products willcontributeto future revenues. A direct correlation between the hydrocarbonemissionsthat these products detect and CO2 has been established by thescientificcommunity. The Company is actively promoting this connection in aneffortto enhance the probability that these kinds of testing will beincorporatedin any environmental legislation that may result from concerns overCO2.The Company also remains sensitive to other measurement needs that mayariseto develop products for measuring other emissions related parameters.Indicator revenues have remained fairly consistent for the past severalyearsand are expected to remain consistent in foreseeable future years.Althoughthe Company does not view this segment as a high growth potential, itdoescontribute significant revenues and margins. The Company believes yeartoyear variation of revenue is more dependent on customer timing than anygeneralmarket direction. Digilog, a higher margin product developed severalyearsago, continues to grow modestly in importance to the product segment.

Sourcesand Availability of Raw Materials

Rawmaterialsessential to the business are acquired from a large number of UnitedStatesof America manufacturers and some materials are now purchased fromEuropeanand Southeast Asian sources. Materials acquired from the electroniccomponentsindustry include transistors, integrated circuits, resistors,capacitors,switches, potentiometers, micro controllers, and other passive parts.Fabricatedmetal or plastic parts are generally purchased from local suppliers ormanufacturedby the Company from raw materials. In general, the required materialsare available, if ordered with sufficient lead times, from multiplesources atcurrent prices.

Importanceof Patents, Licenses, Franchises, Trademarks and Concessions

TheCompanypresently has several patents and patent applications that relate toseveralof its products. The Company believes that its position in the industryisdependent upon its present level of engineering skill, research, salesrelationships,production techniques and service. However, the Company does haveseveralbasic methodology patents related to products it offers that itconsidersvery important to future revenue. TheCompany currently has two important patents, themost important patent is related to the testing ofevaporativeemissions systems that was the basis for the Company's product offeringin 2007 and 2008 for the State of California. Thispatent expires in the year 2022.Thesecond patent is related to vehicle fuel cap testingthat expiresin 2018. TheCompany monitorsthe marketplace for infringement of its patents and intends to pursueits rights should an infringement take place. The Companyiscurrentlyengaged in such a proceeding. See Item 3 Legal Proceedings. Other thanthenames "Hickok" and "Waekon", the Company does not have any materiallicenses,trademarks, franchises or concessions.

Seasonality

TheCompanybelieves that there is a seasonality to the automotive aftermarketrevenues.Typically the first and fourth quarters tend to be weaker than theothertwo quarters in this market. Ordersfor OEMoremissions testing products are primarily subject to customer timingrequirementsand have no known seasonality aspect to them. As a result, operatingresultscan fluctuate widely from quarter to quarter and year to year. Asexamples, the New Jersey emissions program had a significant affect onthe Company'sfourth quarter results of fiscal 2009, and theCalifornia evaporativeemissionssystems program had a significant affect on the Company's first quarterof fiscal 2008 and fourth quarter 2007 results.

PracticesRelative to Working Capital Items

Thenatureof the Company's business requires it to maintain sufficient levels ofinventoryto meet rapid delivery requirements of customers. The Company providesitscustomers with payment terms prevalent in the industry.

Dependenceon Single or Few Customers
Sales to General MotorsCorporationamounted to approximately 14% and sales to ESP also accounted forapproximately 6% of the consolidated sales of the Company during fiscal2010. During the fiscal year ended September 30, 2009, salesto SGS Testcom, Inc.amounted toapproximately18% and sales to General Motors Corporation also accounted forapproximately8% of the consolidated sales of the Company. Duringthefiscal year ended September 30, 2008, sales to ESP amounted toapproximately53% and sales to General Motors Corporation accounted for approximately7%of the consolidated sales of the Company. TheCompany has no long-term contractual relationships with SGS Testcom,Inc. or GeneralMotors. The Company does have an exclusive supply agreement with ESPforthe Tank Tester product. Several aftermarket distribution companies andseveralequipment OEMs have become significant sources of revenue. Sales infiscal 2010 to General Motors Corporation amounted to approximately$720,000 and sales to ESP amounted to approximately $295,000. Sales toSGS amounted to approximately $1,102,000 and sales to GeneralMotorsCorporation amounted to approximately $512,000 during fiscal 2009.Sales to ESP amountedtoapproximately $6,395,000 and sales to General Motors Corporationamountedto approximately $878,000 of the consolidated sales of the Company forfiscal 2008. TheCompany does not feel that it is dependent on any one customer but itisdependent on sales to this class of customers.
Backlog
TheCompany'sorder backlog as of September 30, 2010totaled $529,000as compared to $1,199,000 as of September 30, 2009 and $794,000 as ofSeptember30, 2008. Thedecrease infiscal 2010 versus 2009 was primarily due to decreasedordersin automotive diagnostic products of $410,000, specifically,$568,000 for automotivediagnosticproductsto OEMsoffset in part by anincrease of $85,000fornon-emissionaftermarket products and $63,000 for emission products.Indicatorsand gaugesbacklog also declined $260,000. Theincrease in fiscal 2009 versus 2008 was primarily due to increasedorders in automotive diagnostic products of$529,000, specifically, $556,000 for automotive diagnostic products toOEMs and $42,000 for non-emission aftermarket products offset in partby a decrease of $69,000 for emission products.GovernmentContract RenegotiationNo majorportion of the business is open to renegotiation of profits ortermination of contracts or subcontracts at the election of theGovernment. The amount of revenue derivedfrom Government contracts is currently minimal and not material.CompetitiveConditions
TheCompany isengagedin a highly competitive industry and faces competition from domesticandinternational firms. Several of the Company's competitors have greaterfinancial resources and larger sales organizations than the Company.Competition with respect to the Company's diagnostic tool businessarises from the existenceof a number of other significant manufacturers in the field, such asSnap-On,SPX Corporation, and Bosch which dominate the available market in termsof total sales. The instrumentation industry is composed primarily ofcompanies that specialize in the production of particular items ascompared to a full line of instruments. The Company believes that itscompetitive position in this field is in the area of smaller,specialized products, an area in which the Company has operated since1915 and in which the Company has established itself competitively byoffering high-quality, high-performance products incomparison to high-volume, mass-produced items.

TheCompanydepends on the automotive industry for sales of its OEM and aftermarketproducts. The Company's results of operations were adversely affectedby the deterioration in the automotive industry's performance during thefiscal 2010, 2009and 2008 years,and the Company anticipates that it will continue toface significant challenges until industry conditions improvesubstantially. While it has diversified its OEM projects to includeemissions equipment sold to non-automotive OEMs to meet governmentaltesting mandates, the Company anticipates that its ability to maintaincurrent business levels and to grow its OEM andaftermarket business will continue to depend to a significant extent onthehealth of the automotive industry.

Researchand Development Activities

TheCompanyexpensed as incurred product development costs of $1,069,707 in 2010,$1,317,529in 2009 and $1,920,851 in 2008. These expenditures included engineeringproductsupport and development of manuals for both of the Company's businesssegments.

Compliancewith Environmental Provisions

TheCompany'scapital expenditures, earnings and competitive position are notmateriallyaffected by compliance with federal, state and local environmentalprovisionswhich have been enacted or adopted to regulate the distribution ofmaterialsinto the environment.

Numberof Persons Employed

Totalemploymentby the Company at September 30, 2010 was 83 full-time employees whichrepresents a 2% increase from the fiscal 2009and a 30% reduction from the fiscal 2008 levels. The Company has nopart-time employees. Noneof theemployees are represented by a union. The Company considers itsrelations with its employees to be good.

FinancialInformationConcerning Foreign and Domestic Operations and Export Sales

Duringthefiscalyear ended September 30, 2010, all manufacturing, research anddevelopmentand administrative operations were conducted in the United States ofAmerica.Revenues derived from export sales approximated $91,000 in 2010,$189,000in 2009, and $248,000 in 2008. Shipments toAustralia,Canada,England and Germany makeup themajorityof export sales. 

**ITEM1A. RISK FACTORS.**

NotApplicable.

**ITEM1B. UNRESOLVED STAFF COMMENTS.**

NotApplicable.
**ITEM 2.PROPERTIES.**
Asof December15, 2010 the Company had facilities in the United States of America asshown below:**LOCATION****SIZE****DESCRIPTION****OWNEDOR LEASED**Cleveland,Ohio 37,000 Sq. Ft. Two-storybrick construction; used for corporateadministrativeheadquarters, marketing and product development with limitedmanufacturing. Owned Greenwood,Mississippi 63,000 Sq. Ft. One-storymodern concrete block construction; used formanufacturinginstruments, test equipment, and fastening systems products. Leased,with annual renewal options extending through 2061. TheCompanybelieves its plants and offices are in satisfactory operatingcondition, wellmaintained, adequate for the uses to which they are put and areadequatelyinsured.

**ITEM3. LEGALPROCEEDINGS.**

The Company is the plaintiffin a suit pursuing patent infringement against a competitor in theemissionsmarket (Hickok Incorporated v. Systech International, LLC and DelphiCorporation) currently pending in the United States District Court forthe Northern District of Ohio. The suit alleges infringement by thedefendants on two ofthe Company's emission product patents. On one patent, which is relatedto gas cap testing, there were multiple items sold by SystechInternational, LLC in several markets over a period of several years.On the second patent, which relates to the Company's method forevaporative emissions testing used in California, there were multipleitems sold into the California market during 2007 by SystechInternational, LLC and Delphi Corporation. The suit against SystechInternational, LLC was filed in the United States District Court forthe Northern District of Ohio Eastern Division on November 16, 2007alleging the gas cap testinginfringement. In January 2008 infringement of the Company's evaporativeemissionspatent was added to the suit. In June of 2008 Delphi Corporation wasaddedto the suit as a defendant however the Company is currently takingsteps toremove Delphi from the suit. Currentlythe proceedings are in theexpert witness identification stage that is expected to be completedearly in the first quarter of2011.The Company is seeking damages estimated at approximately $225,000 forthe gas cap testing patent infringement and approximately $2,300,000for the evaporative emissions testing patent infringement. Management believes that it is not currently possible to estimate theimpact, if any, that the ultimate resolution of these matters will haveon the Company'sresults of operations, financial position or cash flows.

**ITEM4.(REMOVED AND RESERVED).**

**PARTII**

**ITEM5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATEDSTOCKHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.**

a)MARKETINFORMATION
Duringfiscal2010 and 2009 our ClassA CommonShareswere traded onTheNasdaq Over-The-Counter Bulletin Board Market under thesymbolHICKA.OB.There is no market for the Registrant's Class B CommonShares.

Thefollowing tablesetsforth the per share range of high and low bids (Over-The-CounterBulletinBoard) for the Registrant's Class A Common Shares for the periodsindicated.The Over-The-Counter Bulletin Board prices reflect inter-dealer priceswithoutretail markup, markdown or commissions and may not represent actualtransactions.Data was supplied byNasdaq.**PRICESFOR THE YEARS ENDED:****September30, 2010****September30, 2009****HIGH****LOW****HIGH****LOW**FirstQuarter 6.00 4.00 8.00 3.37 SecondQuarter 6.00 4.01 5.00 2.30 ThirdQuarter 5.50 4.25 6.00 2.50 FourthQuarter 5.00 2.50 6.00 5.01 

b)HOLDERS

Asof December15, 2010, there were approximately255shareholdersof record of theCompany'soutstandingClass A Common Shares and 5holders of record of the Company's outstanding Class BCommon Shares.

c)DIVIDENDS

Infiscal 2010, 2009 and2008theCompany paid nodividendson either of its Class A or Class B Common Shares.Pursuantto theCompany'sAmended Articles of Incorporation, no dividends may be paid on Class BCommonShares until cash dividends of ten cents per share per fiscal year arepaidon Class A Common Shares. Any determination to pay cash dividends inthe futurewill be at the discretion of the Board of Directors after taking intoaccountvarious factors, including the Company's financial condition, resultsofoperations and current and anticipated cash needs.
**ITEM6.SELECTED FINANCIALDATA.**
**FORTHE YEARS ENDED SEPTEMBER 30**
**2010****2009****2008****2007****2006**(In Thousands of Dollars, except per shareamounts) NetSales $5,259$6,063$12,070$12,520$15,878NetIncome(Loss) $(949)$(3,674)$(770)$(649)$804WorkingCapital $2,784$3,603$5,386$5,950$6,790TotalAssets $3,809$4,718$8,511$12,754$12,107Long-termDebt $-0-$-0-$-0-$-0-$-0-TotalStockholders'Equity $3,281$4,214$7,872$8,459$9,256NetIncome(Loss)Per Share $(.76)$(2.94)$(.62)$(.53)$.66DividendsDeclared Per Share: Class A $-0-$-0-$-0-$.10$-0-Class B $-0-$-0-$-0-$.10$-0-Stockholders'Equity Per Share: $2.63$3.38$6.316.92$7.64Returnon Sales (18.1%)(60.6%)(6.4%)(5.2%)5.1%ReturnonAssets (22.3%)(55.6%)(7.2%)(5.2%)7.2%ReturnonEquity (25.3%)(60.8%)(9.4%)(7.3%)9.0%ClosingStockPrice $4.25$5.01$9.00$12.75$5.90**ITEM7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATION.**Introduction
Untilthe mid1980sHickok was known primarily for its ability to develop and manufactureelectronicinstruments for electronic servicers, precision indicating instrumentsforaircraft, locomotive, and industrial applications, and electronicteachingsystems for vocational schools. For the past twenty-four years theCompanyhas used this expertise to develop and manufacture electronicdiagnostictools and equipment used by automotive technicians in the automotiveservice market. This is now the Company's largest business segment. TheCompany generatedapproximately 74%of its fiscal2010 revenue from designing and manufacturing diagnostic tools forautomotive diagnosticsand testing. These tools enable service technicians to identifyproblemsin electronic systems and other non-electronic systems in automobilesandtrucks.

Sixteenyears ago twolarge automotive OEM companies comprised over 80% of the company'sbusiness. A substantialportion of this business was contingent on large programs initiated bythese OEMs on a year to year basis. The Company recognized that theOEMswerechanging and that the likelihood of the continuation of these yearlylargeprograms was diminishing. As a result, the Company initiated a strategytouse existing technical and manufacturing expertise and to develop salesandmarketing skills applicable to the automotive aftermarket serviceindustry. The strategy was aided by the acquisition of WaekonIndustries in 1998. The Company uses Waekon as the brand of itsproducts that are primarily intended as a technician's personal tool.The acquisition of Waekon immediately gave the Company aftermarketproducts and access to certain sales channels to thatmarket.
Sincethe acquisition of Waekon, the Company further expanded aftermarketsales channels and added numerous new product offerings. Those effortsresulted in aftermarket revenues steadily rising as a result of newproducts developed for aftermarket servicers and success selling theNGS Scan Tool for Ford to aftermarket customers until fiscal 2007. Duringrecent years there have been large sales orders from emissions or OEMcustomers that caused aftermarket sales to remain less than 50% oftotal automotive product sales. In fiscal 2010approximately46% of theCompany's automotive diagnostic tool revenue was from aftermarketcustomers and 54% was from OEM and emissions customers. Aftermarketrevenues rose to approximately $1,762,000 on the strength of techniciantargeted products while there was a slight decline in Shop targetedproducts. In fiscal 2009, approximately 37% of the Company's automotivediagnostic tool revenue was from aftermarket customers and 63% was fromOEM and emissions customers. Aftermarket revenue declined fromapproximately $2,300,000 in fiscal 2008 to $1,668,000 in fiscal 2009largely as a result of lower sales of the Company's NGS product. Infiscal 2008, approximately 22% of the Company's automotive diagnostictool revenue was from aftermarket customers and 78% was from OEM andemissions customers. The depressed conditions in the OEM and emissionsmarkets were largely responsible for the sharp decline in theirrevenues over the past several years. The Company intends to continueto pursue OEM and emissions opportunities; however the developmentemphasis for fiscal 2010 and fiscal 2011 is on aftermarket products. Anumber of the aftermarket products are expected to be introduced inearly calendar 2011. Several ofthese products relate to proprietary fuel injection system diagnosistechnology that was developed working with OEM customers.TheCompany offers products for government sponsored emissions testingprograms. The Company's gas cap testing products have become the defacto standard of gas cap testing in the United States and most majorvendors use them in their equipment when gas cap testing is specifiedwithin a state program. The Company has patents on its proprietarymethod. The Company also developed an ability to test for leaks invehicle evaporative systems (gas tanks). The Company applied for andreceived a patent on the methodology it developed. In fiscal 2004 theCompany signed an exclusive supply agreement with EnvironmentalServices Products (ESP) that supplied sales, marketing, and service forthe tank testing product for a program in the state of California.During late fiscal 2007 the California emissions program implemented.The Company and its partner, ESP, captured an estimated 70% of themarket. Emissions revenue in fiscal 2008 was approximately $6,900,000,68% of automotive diagnostic tool revenue and $3,900,000 or 37% offiscal 2007 diagnostic tool revenue. New Jersey implemented a programthat included gas cap testing in 2009 that resulted in revenue ofapproximately $1,100,000. Most new emissions testing programs emphasizeOBD II testing and the EPA allows minimal credit for testing either gascaps or gas tanks on those vehicles. With the recent concern over CO2emissions the EPA is re-evaluating the credit for gas cap testing andthe Company is hopeful they will realize the benefit of suchtests.   New Generation Star (NGS) is an automotivescan tool that was supported by Ford Motor Company as a primarydiagnostic tool for their vehicles from 1992 to 2005. The Company hadconsiderable success selling the NGS tool to aftermarket customersstarting in 2000. Sales of NGS both to dealerships and aftermarketcustomers was a major revenue source for the Company and particularlyrepresented a brand defining product for customers in the aftermarket.In 2005 Ford made the decision to no longer support the NGS withsoftware and introduced a new tool to take its place. The Company tookover software development for the product. In mid fiscal 2008 theCompany introduced a PC based version of NGS and in 2009 introduced anupgraded hardware version of the original NGS scan tool called NGS MachII. During fiscal 2010 the Company made substantial technicalimprovements to both products and re-evaluated its sales/marketingprograms related to them. The Company is introducing several newprograms in an effort expected to increase the NGS product revenuelevels substantially and to re-establish the reputation of theproducts. The Company developed a product for testing fuelinjection systems on gasoline engines in the late 1990s but had onlymodest success in selling the technology until General Motors requiredthe tool for all their dealers in 2007. Subsequently the Company wasasked to develop the technology further for use on diesel and newlyintroduced direct injection gasoline engines. In July of 2010 GMrecommended to all their dealers an Adapter to the original fuelinjection tester for testing both Duramax Diesel and their new SparkIgnited Direct Injection (SIDI) engines. In 2008 a large truck OEMasked the Company to develop a tester for their diesel fuel injectionsystem that was different than the system used by GM on their DuramaxDiesel engines. This development resulted in significant revenuesduring the first quarter of fiscal 2010 and a novel product thathelps diagnose an issue that has existed on certain engines since 2001.The Company is in the process of introducing versions of both of theseproducts to the aftermarket and is hopeful they will become branddefining products similar to NGS. The timing of order releasesand large program implementations in the Company's automotivediagnostic equipment business can cause wide fluctuations in theCompany's operating results both on a quarter-to-quarter and ayear-to-year basis. Orders for such equipment can be large, are subjectto customer schedules, and may result in substantial variations inquarterly and yearly sales and earnings. As an example, fiscal 2008compared to fiscal 2007 is typical of the fluctuations these largeprograms can cause. The first quarter of fiscal 2008 resulted insubstantial revenue growth and profitable operations because of theadded revenue from the completion of the California emissions program.While the fourth quarter of fiscal 2007 resulted in substantial growthand profitable operations because of the added revenue of the start ofthe California emissions program. In addition, the fourth quarter offiscal 2009 benefited from a smaller emissions program for the State ofNew Jersey and the fiscal 2010 first quarter benefited from delivery ofadiesel fuel injection tester to a large truck OEM.TheCompany's indicator product revenuedecreased 12% in fiscal 2010 and the percentage of total Companyrevenues increased to 26% from 25% in fiscal 2009. The year to yeardecrease wasprimarily a result of thecontinued economicdownturn anduncertainty in the markets the Company serves, customerdelivery requirement timing and delays in government funding ofprograms for the military. TheCompany's indicator product revenuedecreased 14% in fiscal 2009 and the percentage of total Companyrevenues increased to 25% from 15% in fiscal 2008. The year to yeardecrease wasprimarily a result of theeconomicdownturn anduncertainty in the markets the Company serves andcustomer delivery requirement timing.The increase in the total level ofindicator product revenue percentage from 2009 versus 2008 wasprimarily due to the larger percentage decrease in automotive productscontribution to total Company revenue. TheCompanyanticipates indicator sales will continueat current levels in fiscal2011 and into the foreseeable future. Management feels thatresourcesdedicated to this segment are adequate at the present time.Lookingforward, the introduction of new automotive diagnostic products to theaftermarketon a regular basis is very important for the growth of the businesssegment.Management implemented steps to reduce expenses in early fiscal 2009dueto the economic downturn and uncertainty in the markets the Companyservesincluding reductions of development resources. These reductions willcontinueduring fiscal 2011. New product development needs in fiscal 2011 willcontinueand management believes it can address these needs adequately. Thecutbacks have slowed the new product development processhowever the Company has taken precautions to maintain its technologiesand continues to workonseveral novel products it believes will have substantial marketappeal.Marketing and administration are also a significant expense. With theuncertainconditions in the aftermarket and OEM revenues for fiscal 2011managementplans to continue the expense reductions implemented in fiscal 2009 inmarketing,administrative and sales related expenses including personnel ratereductionsunless business recovers significantly. As revenuesdecline,certain variable sales related and marketing expenses such ascommissionsalso decline. TheCompany'sorder backlog as of September 30, 2010totaled $529,000as compared to $1,199,000 as of September 30, 2009 and $794,000 as ofSeptember30, 2008. Thedecrease infiscal 2010 versus 2009 was primarily due to decreasedordersin automotive diagnostic products of $410,000, specifically,$568,000 for automotivediagnosticproductsto OEMsoffset in part by anincrease of $85,000fornon-emissionaftermarket products and $63,000 for emission products.Indicatorsand gaugesbacklog also declined $260,000. Theincrease in fiscal 2009 versus 2008 was primarily due to increasedorders in automotive diagnostic products of$529,000, specifically, $556,000 for automotive diagnostic products toOEMs and $42,000 for non-emission aftermarket products offset in partby a decrease of $69,000 for emission products.ReportableSegment Information
TheCompany is required to report segment information disclosures based onhow managementevaluates operating performance and resource allocations. The Companyhasdetermined that it has two reportable segments: 1) indicators andgauges, and 2) automotive related diagnostic tools and equipment.

Indicatorsand Gauges

Thissegmentconsists of products manufactured and sold primarily to companies intheaircraft and locomotive industry. Within the aircraft market, theprimary customers are those companies that manufacture or servicebusiness, militaryand pleasure aircraft. Within the locomotive market, indicators andgaugesare sold to original equipment manufacturers, servicers of locomotives,and operators of railroad equipment.

AutomotiveDiagnostic Tools and Equipment

Thissegmentconsists primarily of products designed and manufactured to support thetestingor servicing of automotive and truck systems using electronic means tomeasurevehicle parameters. These products are sold to OEMs and to theaftermarketusing several brand names and a variety of distribution methods. Includedinthissegment are products used for state required testing of vehicleemissions.

Resultsof Operations

Salesfor the fiscal year endedSeptember 30, 2010 decreased to $5,259,012, a decrease of approximately13% from fiscal 2009 sales of $6,062,776. This decrease in sales wasvolume-driven and attributableprimarily to lower product sales of approximately $765,000. Servicesales in fiscal 2010 decreased by approximately $39,000 and thereduction was volumerelated, compared to fiscal 2009. Productsales were $4,868,635 infiscal 2010 compared to $5,633,864 in fiscal 2009. The decrease inproduct sales occurred in both the indicator and gauges segment, andthe automotive diagnosticequipment segment. The dollar decreases were approximately $180,000 and$585,000 respectively.Within the automotive diagnostic products,emission productsales decreasedapproximately$1,162,000 offsetin part by an increase in OEM products andaftermarket products ofapproximately $487,000 and$90,000respectively. Fiscal 2010 benefited from a small OEM program whilefiscal2009benefited from asmall emissions program. Thereduction in service sales was volume related andattributable to lower repair sales. The current level of servicerevenue is expected to continue for fiscal 2011.

Salesfor the fiscal year endedSeptember 30, 2009 decreased to $6,062,776, a decrease of approximately50% from fiscal 2008 sales of $12,070,326. This decrease in sales wasvolume-driven and attributableprimarily to lower product sales of approximately $5,919,000. Servicesales in fiscal 2009 decreased by approximately $89,000 and thereduction was volumerelated, compared to fiscal 2008. Product sales were $5,633,894 infiscal 2009 compared to $11,552,499 in fiscal 2008. The decrease inproduct sales occurred in both the indicator and gauges segment, andthe automotive diagnosticequipment segment. The dollar decreases were approximately $210,000 and$5,709,000 respectively. Within the automotive diagnostic products,emission productsales andaftermarket products decreasedapproximately $5,113,000 and$601,000respectively offset by an increase in OEM products of $5,000. Fiscal2009benefited from asmall emissions program while fiscal 2008 benefited from a large stateemissions program. 
Costof productssold in fiscal 2010was$2,689,469 or 55.2% of net product sales compared to $3,683,049 or65.4% ofnet product sales in fiscal 2009. Cost of products sold during fiscal2008was $6,802,006 or 58.9% of net product sales. The decrease in thepercentage of cost ofproducts sold to product sales between fiscal 2010 and 2009 was dueprimarily to a change in product mix and by the continuation of the costcuttingmeasures and wage reductionsimplemented in fiscal 2009.Theincrease in thepercentage of cost ofproducts sold to product sales between fiscal 2009 and 2008 was dueprimarily to lower product sales which absorbed less of the fixedcosts, a change in product mix offset in part by cost reductions. The lower percentage ofcost of productssold to productsales in fiscal2008 was due primarily to higher product sales which absorbed more ofthefixed costs and to a change in product mix. For the years ended September30, 2010 and September 30, 2009 theCompany achieved the savings that were anticipated from the cost cutting measuresimplemented in fiscal 2009.Costofservices sold in fiscal2010was $251,258 or 64.4% of net service sales compared to $402,025 or93.7% respectively in fiscal 2009. Cost of services sold during fiscal2008 was $540,896 or 104.5% of net service sales. Thedollar andpercentage decrease between fiscal 2010 and 2009 was due primarily to alower volume of warranty repairs, price increases for certain servicesand cost reductions. Thedollar andpercentage decrease between fiscal 2009 and 2008 was due primarily to alower volume of warranty repairs, price increases for certain servicesand cost reductions. The higher cost of service sold percentage infiscal2008 was due primarily to higher warranty related costs associated withcertainof the automotive diagnostic products. For the years ended September30, 2010 and September 30, 2009 theCompany achieved the savings that were anticipated from the cost cutting measuresimplemented in fiscal 2009.Productdevelopment expenditures in fiscal 2010 were$1,069,707 or 22.0% of product sales compared to $1,317,529 or 23.4%,respectively, infiscal 2009. Product development expenditures during fiscal 2008 were$1,920,851or 16.6% of product sales. Thedollar decrease between fiscal 2010 and fiscal 2009 was due primarilyto thecost cuttingmeasures and wage reductionsimplemented in fiscal 2009.Decreaseswere primarily in laborcosts and travel expensesof approximately$232,000 and $4,000 respectively. Thepercentageincrease between fiscal2009 and 2008was due primarily to the lower level of product sales in fiscal 2009.Thedollar decrease between fiscal 2009 and fiscal 2008 was due primarilyto thecost cuttingmeasures and wage reductionsimplementedin fiscal 2009. Decreaseswere primarily in laborcosts, research and experimental material expenses and travel expensesof approximately$531,000, $52,000 and $6,000 respectively. Forthe years ended September 30, 2010 and September 30, 2009 the Companyachieved the savings thatwere anticipatedfromthe cost cutting measures implemented in fiscal 2009.Inaddition, managementbelieves thecurrent resources will be sufficient to maintain current productdevelopment commitments and continue to develop a reasonable flow ofnew diagnostic products for both the OEM andAftermarketcustomers.Marketingandadministrativeexpensesamounted to $2,217,520 which was 42.2% of netsales in fiscal 2010, $2,524,914 or 41.6% of net sales in fiscal 2009and$3,454,382 or 28.6% of net sales in fiscal 2008. Thepercentageincrease in fiscal2010was due primarily to the decrease in the level of total net sales forthe current fiscal year. Marketingexpenseswereapproximately $1,026,000 in fiscal year 2010 compared to $1,280,000 ayearago.Withinmarketingexpenses,decreases were primarily in labor costs of$308,000, travelexpense of$27,000, advertisingof $3,000,promotionexpense of$2,000, collectionexpenseof $3,000 and royaltiesof $3,000.Thedecreases wereoffset in part by increases in commissions of 37,000 and outsideconsulting of $70,000 related to an emissions equipment sales effort.Administrativeexpenseswere approximately $1,192,000 during the current fiscal year comparedto$1,245,000 a year ago. Thedollar decreasewasdue primarily to decreases in labor costs of $64,000, data processingfees of $4,000 and  depreciation of $5,000. The decrease wasoffset in part byan increase in directors fees of $11,000 and professional fees of$5,000. For the years ended September30, 2010 and September 30, 2009 theCompany achieved the savings that were anticipated from the cost cutting measuresimplemented in fiscal2009.The percentageincrease in fiscal2009compared to fiscal 2008 was due primarily to the decrease in the levelof total net sales for fiscal 2009.Thedollar decrease between fiscal 2009 and fiscal 2008 was due primarilyto thecost cuttingmeasures and wage reductionsimplemented in fiscal 2009.Marketingexpenseswereapproximately $1,280,000 in fiscal year 2009 compared to $1,855,000 infiscal 2008.Withinmarketingexpenses,decreases were primarily in labor costs of$396,000, travelexpense of$48,000, advertisingof $42,000,promotionexpense of$33,000, collectionexpenseof $11,000 and commissionsof $10,000.Administrativeexpenseswere approximately $1,245,000 in fiscal year 2009 comparedto$1,600,000 in fiscal 2008.Thedollar decreasewasdue primarily to decreases in labor costs of $255,000, directors feesof $38,000,data processing fees of $42,000, depreciation of $14,000 and travelexpenseof $4,300. The decrease wasoffset in part byan increase in professional fees of approximately $14,000.Interestcharges were $542 in fiscal 2010 compared with$3,826in fiscal 2009 and $9,974 in fiscal 2008. The decreasein interest charges in fiscal 2010 compared to fiscal 2009 was due tono short-termborrowings during the current year. Interest charges for fiscal 2010were due on the unused credit facility during the first quarter of theyear. The decreasein interest charges in fiscal 2009 compared to fiscal 2008 was due tono short-termborrowings andinterest charges on the lower credit facility unusedportionduring fiscal 2009. Thecredit facility wasreducedfrom $2,500,000 to $1,000,000 on February 1, 2009 and rescinded onDecember 17, 2009.Otherincome was$19,988in fiscal 2010 compared with $39,514 in fiscal 2009 and $88,091 infiscal2008. Otherincomeconsistsprimarily of interest income on cash and cash equivalents and proceedsfrom the sale of scrap metal shavings. The decrease in fiscal 2010compared to fiscal 2009 and 2008 was due primarily to thelower levelofexcess cash available to invest in money market accounts and lowerinterest rates on the cash that was invested. Interest income andmiscellaneous income amounted to approximately $5,000 and $15,000respectively for fiscal 2010. Interest income and miscellaneous incomeamounted to approximately $23,000 and $17,000 respectively for fiscal2009 and $65,000 and $23,000 respectively for fiscal 2008. Currently,excesscashis invested in a money market account. The Company anticipates otherincometo decrease significantly during fiscal 2011 due to thelowerlevel of excess cash available to invest in money market accounts andlower available interest rates on investments.
Managementrecorded a valuation allowance on the entire balance of deferred taxassets at September 30, 2009 in the amount of $1,845,200 due to thecontinued losses duringthe past several years, the current economic uncertainties, thenegative effects of the current economic crisis on all of the Company'smarkets and concern that more likely than notexpiration of the Company's net operating loss and research anddevelopment credit carryforwards could occur before they can be used. Inaddition, management recorded a valuation allowance inthe amount of $310,500 on the current year deferred taxes. This representsan effective income tax rate of 0%. Incometaxes infiscal 2009 were $1,845,200 due to the increase in thevaluation allowance on deferred income taxes of $2,505,200. Thisrepresents an effective income tax rate of 100%.Income taxes infiscal 2008 were $200,007 which includes an increase inthe valuation allowance on deferred income taxes of $535,000. Thisrepresents an effective income tax rate of 35%. The taxrate in fiscal 2008 was lower thanthe normal tax rate of 37% dueto the recording of a valuation allowance.Itis anticipated that the effective tax rate in fiscal 2011will be similar to fiscal 2010.Thedeferredtax benefitsbegin to expire in 2015.
Thenet loss in fiscal 2010 was $949,496, or $.76 per sharewhich was a decrease of $2,724,757 as compared to the net loss of$3,674,253 or $2.94 per share in fiscal 2009. The improvement was dueprimarily to the continuation of the costcuttingmeasures and wage reductionsimplemented in fiscal 2009. Thenetloss in fiscal 2009 was $3,674,253, or $2.94 per share which was anincrease of $2,904,554 as compared to the net loss of $769,699, or $.62per share in fiscal2008. The change in fiscal 2009 versus 2008 was due primarily to theincreasein the valuation allowance of $1,845,200 and the lower sales volume. Inaddition,fiscal 2008 benefitedfrom the balance of theCalifornia emissions program.
InDecember of2008 management took steps to reduce direct and non-direct productrelated expenses throughout the Company in response to the economicdownturn and the uncertainty in the markets the Company serves. Thesteps included a substantial reduction in personnel, wage reductionsfor all personnel and expenditure restrictions in most aspects of theCompany’s operations. Management took additional steps in April 2009and made additional reductions in personnel throughout the Companydue to the continued decline in sales to the markets the Companyserves.The expected annual cost savings of approximately $3,080,000 took intoconsiderationpossible increases in other expenses. The savings wereexpectedto be realized in equal amounts per month with similar impact on bothfutureearnings and cash flows. Beginning in January 2009 and continuingthroughApril 2009 the monthly savings were expected to be approximately$191,000per month. Beginning in May 2009 themonthlysavings were expected to be approximately $257,000 per month. Majorexpensecategories impacted are as follows:Applicable toManufacturing    Production Overhead (Wages)$866,000ProductDevelopment  785,000Marketing andAdministration  1,429,000AnnualTotal   $3,080,000 

For the yearsended September 30, 2010 and 2009 the Company achieved the savings thatwereanticipated fromthe costcuttingmeasures implemented in January 2009 and April 2009. The Company anticipates the costcuttingmeasures will continue for the fiscal year ended September 30, 2011.TheCompany has available a net operating loss carryforward ofapproximately $4,670,000andresearch and development credit carryforwards of approximately$1,700,000 thatbegin to expire in 2015. Duringfiscal2010 the Company recorded an additional valuation allowance on deferredtax expense in the amountof$310,500 due to additional losses, deterioration of the markets theCompanyserves, economic uncertainty, and an increased likelihood of taxcreditsexpiring before being utilized. TheCompany'sentire deferred tax asset of $3,793,700 has been offset by a valuationallowance of $3,793,700. Becauseof the uncertainties involved with this significantestimate,it is reasonably possible that the Company's estimate may change.

LiquidityandCapitalResources
Currentassetsof $3,312,428 at September 30, 2010 were 6.3 times current liabilitiesandthe total of cash and cash equivalents and receivables was 2.1 timescurrentliabilities. These ratios compare to 8.1 and 3.7 respectively at theendof fiscal 2009. Cashand cashequivalents was $768,647 at September 30, 2010 and $716,866 atSeptember 30, 2009. Totalcurrentassets decreased by approximately $794,000 from the previous year enddue primarily to a decrease in accountsreceivable andinventory ofapproximately $779,000 and $62,000respectively. The decrease was offset in part by an increase in cashand cash equivalents of approximately$52,000. The decrease in accounts receivable was due primarily to alowersales volume in the fourth quarter of fiscal 2010 versus fiscal 2009.Inventorydecreased due primarily to lower production levels during the currentyear.
Workingcapital at September30, 2010 was$2,783,776 as compared to $3,602,620 a year ago. The decrease ofapproximately $819,000was due primarily to a decrease in accountsreceivable andinventory andprepaid expenses of approximately $779,000, $62,000, and$5,000 respectively,offsetin part by an increase in cash and cash equivalents, accounts payableand accrued payrolland related expenses ofapproximately$52,000, $26,000 and $10,000 respectively. The decrease in accountsreceivablewas due primarily to lower shipments in the fourth quarter of fiscal2010.Inventorydecreased due to lower production levels in the current year. 
Internallygenerated funds in fiscal 2010were $70,912 and were adequate to fund the Company'sprimarynon-operating cash requirements consisting of capital expenditures of$19,456. Theprimary reason for thepositive cashflow from operations in fiscal 2010 was the reduction in accountsreceivable and inventory of $779,202 and $61,676 respectivelyoffset in part by the netloss of $949,496 and non-cash depreciation and share-based compensationof $131,800 and $16,045 respectively. Internallygenerated funds in fiscal 2009were a negative $1,241,018 and were not adequate to fund the Company'sprimarynon-operating cash requirements consisting of capital expenditures of$34,674. The primary reason for the negative cash flow from operationsin fiscal 2009 was the net loss of $3,674,253. The negative cash flowwasfinancedthrough internally generated funds from fiscal 2008. Internallygenerated funds in fiscal 2008 were $3,296,780 and were adequate tofund the Company's primary non-operating cash requirements consistingof capital expenditures of $127,510. The primary reason for thepositive cashflow from operations in fiscal 2008 was the reduction in accountsreceivable and inventory of $3,772,292 and $1,606,384 respectivelyoffset in part by the net loss of $769,699 and a $1,634,208 reductionin trade payables. TheCompany does notanticipate any material capital expenditures during fiscal 2011. Inaddition, the Company expectsthere will be internally generated funds infiscal2011 from operating activities in addition to available short-termfinancing to provide adequate funding of the Company's working capitalneeds.Duringfiscal2011 the Company's business mayrequire ashort-termincrease in inventory and accounts receivables. Whenever there may be arequirement to increase inventory in fiscal 2011 there will be anegative but temporaryimpact on liquidity. As previously noted, management implementedexpense reductions during fiscal 2009 in response to the economicdownturn and uncertainty in the markets the Company serves. These expense reductionscontinuedfor fiscal 2010 and are anticipated to continue for most of fiscal 2011.The Companyhas reduced headcount, product development, and marketing,administrative and sales related expenses in orderto appropriately manage its working capital. The Company believes thatinternallygenerated funds will providesufficient liquidityto meet ongoing working capital requirements. In addition, the Companyis currently evaluating other short-term financing alternatives butthere can be no assurance that such arrangements will be available. Going ConcernandUncertaintiesThe Company’s audited financial statements for the fiscal year endedSeptember 30, 2010, included in this Annual Report on Form 10-K containa going concern qualification from its independent registeredaccounting firm. The Company has suffered recurring losses fromoperations during the past several years due primarily to decreasingsales of existing product lines and a general economic downturn in allmarkets the Company serves. The resulting lower sales levels havereduced the Company's accounts receivable and cash balances, if thissituation continues it may prevent the Company from generatingsufficient cash flow to sustain its operations. The ability of the Company to continue as a going concern is dependenton improving the Company's profitability and cash flow and securingfinancing if needed. During the past year management reviewed andrevised its strategic plan and believes in the viability of itsstrategy to increase revenues and profitability through increased salesof existing products and the introduction of new products to the marketplace. Management believes that the actions presently being taken bythe Company will provide the stimulus for it to continue as a goingconcern, however, because of the inherent uncertainties there can be noassurances to that effect. These consolidated financial statements donot include any adjustments that might result from the outcome of thisuncertainty. As previously noted, in December of 2008 management took steps toreduce non-direct product related expenses throughout the Company inresponse to the economic downturn and the uncertainty in the marketsthe Company serves. The steps included a substantial reduction inpersonnel, wage reductions for all personnel and expenditurerestrictions in most aspects of the Company’s operations. Managementtook additional steps in April 2009 and made additional reductions inpersonnel throughout the Company due to the continued decline in salesto the markets the Company serves. For the years ended September 30,2010 and 2009 the Company achieved the savings that were anticipatedfrom the cost cutting measures implemented in January 2009 and April2009. The Company anticipates the cost cutting measures will continuefor the fiscal year ended September 30, 2011. Management is also prepared to make additional expense reductions ifits strategy to improve revenue and profitability does not showsignificant results. In addition, management has identified a possiblesource of limited short-term financing if it were to becomenecessary.  There can be no assurance that the amount of thisshort-term financing will be sufficient to meet its operatingrequirements nor as to the Company’s ability to obtain additionalfinancing.
Off-BalanceSheet Arrangements

Hickokhasno off-balance sheet arrangements (as defined in Regulation S-B Item303paragraph (c)(2)) that have or are reasonably likely to have a materialcurrent or future effect on its financial condition, changes infinancial condition,revenues or expenses, results of operations, liquidity, capitalexpendituresor capital resources.

CriticalAccounting Policies

TheCompanydescribes its significant accounting policies in the notes to theconsolidatedfinancial statements included in the Company's Annual Report on Form10-K.However, in response to the SEC's Release No. FR-60, "Cautionary AdviceRegardingDisclosure About Critical Accounting Policies", issued December 12,2001,the Company has identified the policies it believes are most criticaltoan understanding of the Company's financial statements. Sinceapplication of these accounting policies involves the exercise ofjudgment and use of estimates, actual results could differ from thoseestimates.

RevenueRecognition- Revenue is recognized as manufactured items are shipped to customers,legaltitle has passed, and all significant contractual obligations of theCompanyhave been satisfied. Revenue from development contracts is recorded asagreedupon milestones are achieved.

InventoryValuation and Reserves - Inventories are valued at the lower of cost ormarketusing the first-in, first-out (FIFO) method. The Company's business mayrequirean increase in inventory of component parts, work-in-process andfinishedgoods in order to meet anticipated delivery schedules of customers.However,we are responsible for excess and obsolete inventory purchases inexcessof inventory needed to meet customer demand forecasts, as well asinventorypurchases generally not covered by supply agreements, or parts thatbecome obsolete before use in production. If our forecasts change orexcess inventory becomes obsolete, the inventory reserves included inour financial statements may be understated.

DeferredTaxes- Deferred income taxes are provided for temporary differences betweenfinancialand tax reporting.Significantfactors considered by the Company in estimating the probability of therealizationof deferred taxes include expectations of future earnings and taxableincome,as well as application of tax laws in the jurisdictions in which theCompany operates.

TheCompanydoes not have off-balance sheet arrangements, financing, or otherrelationshipswith unconsolidated entities or persons, also known as "special purposeentities"(SPEs).

Impactof Inflation

Inrecent years, inflation has had a minimal effect on the Company becauseoflow rates of inflation and the Company's policy minimizing theacceptanceof long-term fixed rate contracts without provisions permittingadjustmentfor inflation.

Forward-LookingStatements

Theforegoingdiscussionincludes forward-looking statements relating to the business of theCompany.These forward-looking statements, or other statements made by theCompany,are made based on management's expectations and beliefs concerningfutureevents impacting the Company and are subject to uncertainties andfactors(including, but not limited to, those specified below) which aredifficultto predict and, in many instances, are beyond the control of theCompany.As a result, actual results of the Company could differ materially fromthoseexpressed in or implied by any such forward-looking statements. Theseuncertainties and factors include (a) the Company's dependence upon alimited number ofcustomers and the automotive industry, (b) the highly competitiveindustry in which the Company operates, which includes severalcompetitors with greater financial resources and larger salesorganizations, (c) the acceptance in the marketplace of new productsand/or services developed or under development by the Company includingautomotive diagnostic products and indicating instrument products, (d)the ability of the Company to further establish distribution and acustomer base in the automotive aftermarket, (e) the Company'sabilityto capitalize on market opportunities including state automotiveemissionsprograms and OEM tool programs, and (f) the Company's ability to obtaincost effective financing.

**ITEM7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK.**

MarketRisk
The Company is exposed to certain market risksfromtransactions that are entered into during the normal course ofbusiness. The Company has not entered into derivative financialinstruments for trading purposes. The Company's primary market risksare exposure related to interest rate risk and equity marketfluctuations. The Company'sonly debt subject to interest rate risk wasits revolving credit facility which was rescinded on December 17, 2009.Prior to itsrescindment on December 17, 2009 the facility was subjectto a variable rate of interest based on the LIBOR rate. Asaresult,theCompany believes that the market risk relating to interest ratemovements is minimal. In addition, the Company maintains investments ina number of mutual funds from time to time. These funds are subject tonormal equitymarket fluctuations. The Company believes the equity marketfluctuation risk isacceptable because the funds can be sold on demand.
**ITEM8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.**

Thefollowingpages contain the Financial Statements and Supplementary Data asspecifiedfor Item 8 of Part II of Form 10-K.

**REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

**SHAREHOLDERSAND BOARDOF DIRECTORS****HICKOKINCORPORATED****CLEVELAND,OHIO**

Wehaveauditedthe accompanying consolidated balance sheet of HICKOK INCORPORATED asofSeptember 30, 2010 and 2009, and the related consolidated statements ofincome, stockholders' equity and comprehensive income, and cash flowsfor each ofthe years in the three-year period ended September 30, 2010. Thesefinancial statements are the responsibility of the Company'smanagement. Our responsibility is to express an opinion on thesefinancial statements based on our audits.

Weconductedour audits in accordance with the standards of the Public CompanyAccountingOversight Board "United States". Those standards require that we planandperform the audit to obtain reasonable assurance that the financialstatementsare free from material misstatement. The Company has determined it isnotrequired to have, nor were we engaged to perform, an audit of itsinternalcontrol over financial reporting. Our audit included consideration ofinternal control over financial reporting as a basis for designingaudit proceduresthat are appropriate in the circumstances but not for the purpose ofexpressingan opinion on the effectiveness of the Company's internal control overfinancialreporting. Accordingly, we express no such opinion. An audit alsoincludesexamining,on a test basis, evidence supporting the amounts and disclosures in thefinancialstatements, assessing the accounting principles used and significantestimatesmade by management, as well as evaluating the overall financialstatementpresentation. We believe that our audits provide a reasonable basis forouropinion.

Inouropinion,the financial statements referred to above present fairly, in allmaterialrespects, the consolidated financial position of Hickok Incorporated asofSeptember 30, 2010 and 2009, and the consolidated results of theiroperationsand their cash flows for each of the years in the three-year periodendedSeptember 30, 2010 in conformity with accounting principles generallyacceptedin the United States of America.
Theaccompanying consolidated financial statements have been preparedassuming that theCompany will continue as a going concern. As discussed in Note 13 tothe financial statements, the Company has incurred large operatinglosses during the past several years and may have insufficient cash tofund operations for the next twelve months. Theseconditions raise substantial doubt about its ability to continue as agoing concern at September 30, 2010. Management's plans regarding thosematters also aredescribed in Note 13. The financial statements do not include anyadjustments that might result from the outcome of this uncertainty./s/Meaden& Moore, Ltd.
**MEADEN& MOORE, Ltd.****CERTIFIEDPUBLIC ACCOUNTANTS**

**DECEMBER14,2010****CLEVELAND,OHIO**

**F-1**

**CONSOLIDATEDBALANCE SHEET****HICKOKINCORPORATED****SEPTEMBER30**

**ASSETS**
**2010****2009****CURRENTASSETS:**Cashand cashequivalents $768,647$716,866Accountsreceivable-lessallowance for 350,3861,129,588doubtfulaccountsof $10,000 ($10,000, 2009) Inventories-lessallowancefor obsolete 2,122,9722,184,648inventory of $380,000 ($455,000, 2009) Deferredincometaxes-less valuationallowanceof $156,300($178,600, 2009)--Prepaidexpenses 70,42375,552**TotalCurrentAssets**3,312,4284,106,654**PROPERTY,PLANTANDEQUIPMENT:**Land233,479233,479Buildings1,429,7181,429,718Machineryandequipment 2,336,9952,327,5514,000,1923,990,748Less accumulated depreciation 3,504,9893,380,938495,203609,810**OTHERASSETS:**Deferredincometaxes-lessvaluationallowanceof $3,637,400($3,304,600, 2009)--Deposits1,7501,7501,7501,750**TotalAssets**$3,809,381$4,718,214Seeaccompanyingsummary of accounting policies and notes to financial statements.
**F-2**

**LIABILITIESAND STOCKHOLDERS' EQUITY**

20102009**CURRENTLIABILITIES:**Accountspayable$183,036$157,327Accruedpayrollandrelated expenses149,801139,342Accruedexpenses148,850131,535Accruedtaxesotherthan income46,96571,870Accruedincometaxes-3,960**TotalCurrentLiabilities**528,652504,034**STOCKHOLDERS'EQUITY:**Commonshares -parvalue $1.00ClassA3,750,000shares authorized, 809,024shares issued(809,024shares 2009)793,229793,229ClassB1,000,000convertible shares authorized, 475,533sharesissued (475,533 shares 2009)454,866454,866Contributedcapital1,850,0371,833,992Treasuryshares- 15,795(2010 and 2009) Class A shares and 20,667(2010 and 2009) Class B shares(661,676)(661,676)Retainedearnings844,2731,793,769**TotalStockholders'Equity**3,280,7294,214,180**TotalLiabilitiesand Stockholders' Equity**$3,809,381$4,718,214

**F-3**

**CONSOLIDATEDSTATEMENT OF INCOME****HICKOKINCORPORATED****FOR THEYEARSENDED SEPTEMBER 30**
**2010****2009****2008****NETSALES:**Productsales $4,868,635$5,633,864$11,552,499Servicesales 390,377428,912517,827**TotalNet Sales**5,259,0126,062,77612,070,326**COSTSANDEXPENSES:**Costof productsold 2,689,4693,683,0496,802,006Costofservicessold 251,258402,025540,896Productdevelopment 1,069,7071,317,5291,920,851Marketingandadministrative 2,217,5202,524,9143,454,382expensesInterestcharges 5423,8269,974Otherincome (19,988)(39,514)(88,091)**TotalCosts andExpenses**6,208,5087,891,82912,640,018**LossbeforeProvision for Income Taxes**(949,496)(1,829,053)(569,692)**ProvisionFor****IncomeTaxes:******Deferred-1,845,200200,007-1,845,200200,007Net Loss$(949,496)$(3,674,253)$(769,699)**NETLOSS PER COMMON SHARE - BASIC**$(.76)$(2.94)$(.62)**NETLOSS PER****COMMONSHARE - DILUTED**$(.76)$(2.94)$(.62)**WEIGHTEDAVERAGESHARES OF COMMON STOCK OUTSTANDING**1,248,0951,248,0951,239,449Seeaccompanyingsummary of accounting policies and notes to financial statements.
**F-4**

**CONSOLIDATEDSTATEMENT OF STOCKHOLDERS' EQUITY ANDCOMPREHENSIVEINCOME****HICKOKINCORPORATED****FOR THEYEARSENDED SEPTEMBER 30, 2010, 2009, AND 2008**
**COMMONSTOCK -****$1.00PAR VALUE****RETAINED****EARNINGS****CLASSA****CLASSB****CONTRIBUTED****CAPITAL****ACCUMULATEDCOMPREHEN-****SIVEINCOME****TREASURY****SHARES****TOTAL****COMPREHEN-****SIVEINCOME****Balanceat****September****30,2007**$6,237,721$766,779$454,866$1,661,527$-$(661,676)$8,459,217$(754,281)Sale of Class Ashares underoption-26,450-140,559--167,009-Share-based compensation expense---15,829--15,829-NetLoss(769,699)-----(769,699)(769,699)**Balanceat September 30, 2008**$5,468,022$793,229$454,866$1,817,915$-$(661,676)$7,872,356$(769,699)Share-based compensation expense---16,077--16,077-NetLoss(3,674,253)-----(3,674,253)(3,674,253)**Balanceat September 30, 2009**$1,793,769$793,229$454,866$1,833,992$- $(661,676)$4,214,180$(3,674,253)Share-based compensation expense---16,045--16,045-NetLoss(949,496)-----(949,496)(949,496)**BalanceatSeptember 30, 2010**$844,273$793,229$454,866$1,850,037$-$(661,676)$3,280,729$(949,496)
Seeaccompanyingsummary of accounting policies and notes to financial statements.

**F-5**

**CONSOLIDATEDSTATEMENT OF CASH FLOWS****HICKOKINCORPORATED****FOR THEYEARSENDED SEPTEMBER 30**
**2010****2009****2008****CASHFLOWS FROMOPERATINGACTIVITIES:**Cashreceivedfromcustomers $6,038,214$5,783,951$15,842,618Cashpaid tosuppliersand  employees (5,972,126)(7,043,959)(12,576,618)Interestpaid -(3,826)(28,562)Interestreceived 4,82422,81665,342Incometaxes(paid) --(6,000)**NetCashProvidedby (Used in) Operating Activities**70,912(1,241,018)3,296,780**CASHFLOWS FROMINVESTINGACTIVITIES:**Capitalexpenditures (19,456)(34,674)(127,510)Proceedsonsale ofassets 325-2,000**NetCash Provided by (Used in) Investing Activities**(19,131)(34,674)(125,510)**CASHFLOWS FROMFINANCINGACTIVITIES:**Short-termborrowings --888,000Paymentsonshort-termborrowings --(2,835,700)Sale of Class A shares under option--167,009**NetCashProvidedby (Used in) Financing Activities**--(1,780,691)**Increase(Decrease)in Cash and Cash Equivalents**51,781(1,275,692)1,390,579**Cashand CashEquivalentsat Beginning of Year**716,8661,992,558601,979**Cashand CashEquivalentsat End of Year**$768,647$716,866$1,992,558Seeaccompanyingsummaryof accounting policies and notes to financial statements. 
**F-6**

****
**2010****2009****2008****RECONCILIATIONOFNET LOSS TO NET CASHPROVIDED BY OPERATING ACTIVITIES:**NetLoss$(949,496)$(3,674,253)$(769,699)**ADJUSTMENTSTORECONCILE NET LOSS TO NETCASH PROVIDED BY OPERATING ACTIVITIES:**Depreciation131,800167,492196,490(Gain)Lossondisposal of assets1,9387392,981 Share-based compensation expense16,04516,07715,829Deferredincome taxes-1,845,200200,007**CHANGESINASSETS AND LIABILITIES:**Decrease(Increase)in accounts receivable779,202(278,825)3,772,292Decrease(Increase)in inventories61,676794,5201,606,384Decrease(Increase)in prepaid expenses5,12916,645(13,178)Decrease(Increase)in refundable income  taxes-6,000(6,000)Increase(Decrease)in accounts payable25,709(97,152)(1,634,208)Increase(Decrease)in accrued payroll and  related expenses10,459(97,777)(38,739)Increase(Decrease)in other accrued  expenses and accrued taxes other than  income(7,590)56,356(35,379)Increase(Decrease)in accrued income  taxes(3,960)3,960-TotalAdjustments1,020,4082,433,2354,066,479**NetCashProvided by (Used in) Operating Activities**$70,912$(1,241,018)$3,296,780
**F-7**

**F-8**

**NOTESTOCONSOLIDATED FINANCIAL STATEMENTS****HICKOKINCORPORATED****SEPTEMBER30, 2010, 2009 AND 2008**

**1.NATURE OF OPERATIONS**

HickokIncorporatedand its wholly-owned domestic subsidiaries ("Company") develop andmanufactureproducts used by companies in the transportation and emissions testingindustries.Among the products are indicators and gauges sold to companies inaircraftand locomotive markets. On a much larger scale, the Companymanufacturesdiagnostic equipment used by technicians to test the various electronicsystemsin automobiles and trucks, and emissions testing equipment specified byvariousstates for testing vehicle emissions. TheCompanyservesthe automotive, locomotive and general aviation markets predominatelyinNorth America. Sales in the Company's principal product classes, as apercent of consolidated sales, are as follows:
**ProductClasses****2010****2009****2008**AutomotiveTestEquipment 74.2%74.6%85.2%IndicatingInstruments 25.825.414.8**Total**100.0%100.0%100.0%

Currentoperatingproperties consist of a manufacturing plant in Greenwood, Mississippi,anda corporate headquarters, marketing and product development facility inCleveland,Ohio.

**2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

*Principlesof Consolidation :*Theconsolidatedfinancial statements include the accounts of Hickok Incorporated anditswholly-owned domestic subsidiaries. Significant intercompanytransactionsand balances have been eliminated in the financial statements.

*ConcentrationofCredit Risk :*TheCompanysells its products and services primarily to customers in the UnitedStatesof America and to a lesser extent overseas. All sales are made inUnitedStates of America dollars. The Company extends normal credit terms toits customers. Customersinthe automotive industry comprise 73%of outstanding receivables at September 30, 2010 (89%in 2009).Salesto three customers approximated $720,000,$295,000and $10,000 (2010),$512,000,$419,000 and $1,102,000 (2009), $878,000,$6,395,000and $0(2008), and accounts receivable to these customers amounted toapproximately $51,000,$23,000 and $0 (2010),$35,000,$23,000 and $760,000 (2009).

*UseofEstimatesin thePreparation of Financial Statements :*Thepreparationof financial statements in conformity with generally acceptedaccountingprinciples requires management to make estimates and assumptions thatmayaffect the reported amounts of certain assets and liabilities anddisclosureof contingencies at the date of the financial statements, and thereportedamounts of revenue and expenses during the reporting period. Actualresultscould differ from those estimates.

*RevenueRecognition :*TheCompanyrecords sales as manufactured items are shipped to customers on an FOBshippingpoint arrangement, at which time title passes and the earnings processiscomplete. The Company primarily records service sales as the items arerepaired.The customer does not have a right to return merchandise unlessdefectiveor warranty related and there are no formal customer acceptanceprovisions.Salesreturns and allowances were immaterial during each ofthethree years in the period ending September 30, 2010. 

*ProductWarranties :*TheCompany warrants certain products against defects forperiodsranging primarily from 12 to48months. TheCompany'sestimated future warranty claims is includedin"Accruedexpenses"and are as follows:
**2010****2009****2008**BalanceOctober 1$4,482$5,640$13,764Current yearprovisions3,60236,25299,307Expenditures(4,669)(37,410)(107,431)BalanceSeptember30$3,415$4,482$5,640*ProductDevelopmentCosts :*Productdevelopmentcosts, which include engineering production support, are expensed asincurred.Research and development performed for customers represents no morethan1% of sales in each year. The arrangements do not include a repaymentobligationby the Company.
*CashandCashEquivalents :*Forpurposesof the Statement of Cash Flows, the Company considers all highly liquiddebtinstruments purchased with a maturity of three months or less to becash equivalents.From time to time the Company maintains cash balances in excess of theFDIClimits. The cash balance at September 30, 2010 and 2009 amounted to $768,647and$716,866,respectively.

*AccountsReceivable:*TheCompanyestablishes an allowance for doubtful accounts based upon factorssurroundingthe credit risk of specific customers, historical trends and otherinformation.

*Inventories:*Inventoriesare valued at the lower of cost (first-in, first-out) or market andconsistof:**2010****2009**Rawmaterialsandcomponent parts $1,382,484$1,589,184Work-in-process390,434262,156Finishedproducts 350,054333,308$2,122,972$2,184,648

*Property,Plant and Equipment :*Property,plantand equipment are carried at cost. Maintenance and repair costs areexpensedas incurred. Additions and betterments are capitalized. Thedepreciationpolicy of the Company is generally as follows:
**Class****Method****EstimatedUseful Lives**BuildingsStraight-line10to 40 years Machineryand equipment Straight-line3to 10 years Toolsand dies Straight-line3years 

Depreciationamounted to $131,800 (2010), $167,492 (2009), and $196,490 (2008).

*Valuationof Long-Lived Assets :*Long-livedassetssuch as property, plant and equipment and software are reviewed forimpairmentwhenever events or changes in circumstances indicate that the carryingamountmay not be recoverable. If the total of the expected futureundiscountedcash flows is less than the carrying amount of the asset, a loss isrecognizedfor the difference between the fair value and carrying value of theasset.

*ShippingandHandlingCosts :*Shippingandhandling costs are classified as cost of product sold.

*AdvertisingCosts:*Advertisingcosts are expensed as incurred and amounted to $17,854(2010),$36,899 (2009)and $41,337 (2008).

*IncomeTaxes :*The provisionforincome taxes is determined using the asset and liability approach ofaccounting forincome taxes. Under this approach, deferred taxes represent the futuretaxconsequences expected to occur when the reported amounts of assets andliabilitiesare recovered or paid. The provision for income taxes represents incometaxespaid or payable for the current year plus any change in deferred taxesduringthe year. Deferred taxes result from differences between the tax basisofassets and liabilities and their reported amounts in the consolidatedfinancialstatements and are adjusted for changes in tax rates and tax laws whenchangesare enacted. Valuation allowances are recorded to reduce deferred taxassetswhen it is more likely than not that a tax benefit will not be realized.

*Incomeper Common Share :*Income percommonshare information is computed on the weighted average number of sharesoutstandingduring each period as disclosed in Note 8.
*Adoptionof New Accounting Standards :*The Company did notincur any materialimpactto its financial condition or results of operations due to the adoptionofany new accounting standards during the periods reported.
**3.SHORT-TERMFINANCING**

TheCompany had acreditagreement with its financial lender that was rescinded on December 17,2009. The rescinded agreement provided for a securedrevolvingcredit facility of $1,000,000 with interest generally equal to threepercent per annum plus one month LIBOR. The agreement was set to expirein February 2010.The agreement was securedbythe Company's accounts receivable, inventory, equipment and generalintangibles. 

**4.LEASES**
*Operating*:TheCompanyleases a facility and certain equipment under operating leases expiringthrough January2012.The Company's minimum commitments under operating leases are as follows:2011$2,8802012720**Total**$3,600

Rentalexpenseunder these commitments was $5,782(2010),$24,120 (2009)and $39,231 (2008).

Afacilityheld under a capital lease has a net book value of $0 at September 30,2010.Future minimum lease payments which extend through 2061 are immaterial.

**5.STOCK OPTIONS**

UndertheCompany's KeyEmployees StockOption Plans (collectively the "Employee Plans") the CompensationCommittee of the Board of Directors has the authority to grant optionsto Key Employees to purchase up to 47,200 Class A shares, net ofgranted options. The options are exercisable for up to 10 years.Incentive stock options are availableat an exercise price of not less than market price on the date theoptionis granted. However, options available to an individual owning morethan10% of the Company's Class A shares at the time of grant must be at aprice not less than 110% of the market price. Non-qualified stockoptions may be issued at such exercise price and on such other termsand conditions as the Compensation Committee may determine. No optionsmay be granted at a priceless than $2.925. All options granted under the Employee Plans areexercisableat September 30, 2010. 

TheCompany'sOutside Directors Stock Option Plans (collectively the "DirectorsPlans") provide for the automatic grant of options to purchase up to 44,000shares ofClass A common stock over a threeyearperiod tomembersof the Board of Directors who are not employees of the Company, at thefairmarket value on the date of grant. Theoptions are exercisable for up to 10 years.All optionsgranted under theDirectorsPlans become fully exercisable on February25,2013.

Non-cashcompensation expense related to stock option plans for fiscal yearsended September 30, 2010, 2009 and 2008 was $16,045, $16,077 and$15,829 respectively. 

Transactionsinvolvingthe plans are summarized as follows:**WeightedAverage****Exercise****WeightedAverage****Exercise****WeightedAverage****Exercise****2010****Price****2009****Price****2008****Price****OptionShares****EmployeePlans:**OutstandingOctober1, 59,400$3.8173,400$4.2893,150$5.00Granted------Canceled/expired(17,900)4.73(14,000)6.28(5,300)10.50Exercised----(14,450)6.65OutstandingSeptember30,2010 ($3.125 to $3.55pershare) 41,5003.4159,4003.8173,4004.28ExercisableSeptember30, 41,5003.4159,4003.8173,4004.28**DirectorPlans:**OutstandingOctober1, 41,000$6.5143,000$7.1851,000$6.63Granted6,0006.005,0002.9256,00011.00Canceled/expired(3,000)8.50(7,000)8.11(2,000)12.25Exercised----(12,000)5.91OutstandingSeptember30, 2010 ($2.925 to $11.00 per share) 44,0006.3041,0006.5143,0007.18ExercisableSeptember30, 33,0006.4631,0006.3931,0006.14
The following is a summary of the range of exercise prices for stockoptionsoutstanding and exercisable under the Employee Plans and the DirectorsPlansat September 30, 2010.**EmployeePlans****Outstanding****Stock****Options****Exercisable****Weighted****Average****ExercisePrice****Weighted****Average****Remaining****Life**Rangeof exercisePrices:$3.125- 3.5541,500$3.41.441,500$3.41**DirectorsPlans****Outstanding****Stock****Options****Weighted****Average****ExercisePrice****Weighted****Average****Remaining****Life****Numberof****Stock****Options****Exercisable****Weighted****Average****Exercise****Price**Rangeof exerciseprices:$2.925- 5.2520,000$3.954.316,667$4.15$6.00- 7.2514,000$6.496.48,000$6.85$10.50- 11.00 10,000$10.757.08,333$10.7044,000$6.3033,000$6.46The Company accounts for Share-Based Payments under the modifiedprospective method for its stock options for both employees andnon-employee Directors. Compensation cost for fixed based awards aremeasured at the grant date, andthe Company uses the Black-Scholes option pricing model to determinethefair value estimates for recognizing the cost of employee and directorservicesreceived in exchange for an award of equity instruments. TheBlack-Scholes option pricing model requires the use of subjectiveassumptions which can materially affect the fair value estimates.Employee stock options are immediately exercisable while Director'sstock options are exercisable over a three year period. The fair valueof stock option grants to Directors is amortized overthe three year vesting period. During fiscal year ended September 30,2010and 2009, $16,045 and $16,077 respectively was expensed as share-basedcompensation. Totalcompensation costs related to nonvested awards not yet recognized is$10,620(2011) and $7,099 (2012) and $1,633 (2013). The followingweighted-averageassumptions were used in theoptionpricing model for 2010 and 2009: a risk free interestrateof 5.5%and 5.5%;an expected life of 10 and 10 years; an expected dividendyieldof 0.0%and 0.0%;and a volatility factor of .75 and .54.
**6.CAPITAL STOCK, TREASURY STOCK, AND CONTRIBUTED CAPITAL**

Unissuedsharesof Class A common stock (540,366and555,266 shares in 2010and 2009 respectively) are reserved for the share-for-share conversionrights of the Class B common stock and stock options under the EmployeePlans and the Directors Plans (see note 5). The Class A shares have onevote per share and the Class B shares have three votes per share,except under certain circumstances such as voting on voluntaryliquidation, sale of substantially all the assets, etc. Dividends up to$.10 per year, noncumulative, must be paid on Class Ashares before any dividends are paid on Class B shares.

**7.INCOME TAXES**

Areconciliation ofthe provision (recovery) of income taxes to the statutory Federalincometax rate is as follows:**2010****2009****2008**Income(Loss)BeforeProvision for Income Taxes $(949,496)$(1,829,053)$(569,692)Statutoryrate 34%34%34%(322,829)(621,878)(193,695)Permanentdifferences 32,7007,200(46,000)Researchanddevelopmentcredit - net (18,500)(43,300)(98,800)Valuation allowance310,5002,505,200535,000Other(1,871)(2,022)3,502$-$1,845,200$200,007Deferredtax assets (liabilities) consist of the following:

**2010****2009****Current:**Inventories$133,100$155,900Baddebts3,4003,400Accruedliabilities 40,80042,100Prepaidexpense (21,000)(22,800)156,300178,600Valuation allowance(156,300)(178,600)Totalcurrentdeferredincome taxes--**Noncurrent:**Depreciationandamortization 115,200145,700Researchanddevelopmentand other credit carryforwards 1,655,7001,624,600Netoperating losscarryforward1,587,5001,269,700Contribution carryforward250,400241,400Directorsstockoptionplan 28,60023,2003,637,4003,304,600Valuation allowance(3,637,400)(3,304,600)Total long-term deferred income taxes--**Total**$-$-

TheCompany did notincur any material impact to its financial condition or results ofoperations due to the financial statement recognition and measurementof a tax position takenor expected to be taken in a tax return.

TheCompany issubject to U.S federal jurisdiction income tax examinations for the taxyears 2006 through 2009. In addition, the Company is subject to stateand local income tax examinations for the tax years 2006 through 2009. 

TheCompany hasavailable a net operating loss carryforward of approximately $4,670,000and acontribution carryforward of approximately $736,000. Thenet operating loss andresearch anddevelopment credit carryforwards will begin to expire in 2015. Thevaluation allowance was increased in 2010 due to additional losses andan increased likelihood of tax credits expiring before being utilized.

TheCompany'sabilityto realize the entire benefit of its deferred tax assets requires thattheCompany achieve certain future earning levels prior to the expirationofits net operating loss and research and development creditcarryforwards. Because of the uncertainties involved with thissignificant estimate, itis reasonably possible that the Company's estimate may change in thenearterm.

**8.EARNINGS PER COMMON SHARE**

Thefollowingtablesets forth the computation of basic and diluted earnings per share.**2010****2009****2008****BasicLoss Per Share**Lossavailableto common stockholders $(949,496)$(3,674,253)$(769,699)Sharesdenominator 1,248,0951,248,0951,239,449Pershareamount $(.76)$(2.94)$(.62)**Effectof Dilutive Securities**Averagesharesoutstanding 1,248,0951,248,0951,239,449Stockoptions ---1,248,0951,248,0951,239,449**DilutedLoss Per Share**Lossavailableto common stockholders $(949,496)$(3,674,253)$(769,699)Pershareamount $(.76)$(2.94)$(.62)

**9.EMPLOYEE BENEFIT PLANS**

TheCompanyhas a formula based profit sharing bonus plan for officers and keyemployees.For fiscal years ended September 30, 2010, 2009 and 2008, the formulaproducedno bonus distribution.Thebonusdistribution is determined by the Compensation Committee of the Boardof Directors.
TheCompanyhas a 401(k) Savings and Retirement Plan covering all full-timeemployees.Company contributions to the plan, including matching of employeecontributions,are at the Company's discretion. For fiscal year ended September 30,2010 the Company made matching contributions to the plan in the amountof $15,380. For fiscal years ended September 30, 2009 and 2008, theCompany made no matching contributions to the plan. TheCompanydoesnot provide any other post retirement benefits to its employees.
**10.SEGMENT AND RELATED INFORMATION**

TheCompany'sfour business units have a common management team and infrastructure.Theindicators and gauges unit has different technologies and customersthanthe other business units. Therefore, the business units have beenaggregatedinto two reportable segments: 1.) indicators and gauges and 2.)automotive related diagnostic tools and equipment. The Company'smanagement evaluates segment performance based primarily on operatingearnings before taxes. Non-operatingitems such as interest income and interest expense are included ingeneralcorporate expenses. Depreciation expense on assets used inmanufacturingare considered part of each segment's operating performance.Depreciation expense on non-manufacturing assets are included ingeneral corporate expenses.

*Indicatorsand Gauges*

Thissegmentconsists of products manufactured and sold primarily to companies intheaircraft and locomotive industry. Within the aircraft market, theprimary customers are those companies that manufacture or servicebusiness and pleasure aircraft. Within the locomotive market,indicators and gauges are sold toboth original equipment manufacturers and to operators of railroadequipment.

*AutomotiveDiagnostic Tools and Equipment*

Thissegmentconsistsprimarily of products designed and manufactured to support the testingorservicing of automotive systems using electronic means to measurevehicleparameters. These products are sold to OEMs and to the aftermarketusingseveral brand names and a variety of distribution methods. Included inthissegment are products used for state required testing of vehicleemissions.

*Informationby industry segment is set forth below:***YearsEndedSeptember30,****2010****2009****2008****NetSales**IndicatorsandGauges $1,357,114$1,538,908$1,790,109AutomotiveDiagnostic Tools and Equipment 3,901,8984,523,86810,280,217$5,259,012$6,062,776$12,070,326**Income(Loss)BeforeProvision for Income Taxes**IndicatorsandGauges $34,647$(119,544)$173,124AutomotiveDiagnosticTools and Equipment 188,037(500,440)778,789GeneralCorporateExpenses (1,172,180)(1,209,069)(1,521,605)$(949,496)$(1,829,053)$(569,692)

*AssetInformation:***YearsEndedSeptember30,****2010****2009****IdentifiableAssets**IndicatorsandGauges $604,267$657,984AutomotiveDiagnostic Tools and Equipment 1,860,9742,646,281Corporate1,344,1401,413,949$3,809,381$4,718,214

*GeographicalInformation :*

Includedinthe consolidated financial statements are the following amounts relatedtogeographic locations:**YearsEndedSeptember30,****2010****2009****2008****Revenue:**UnitedStatesofAmerica $5,168,432$5,873,939$11,821,904Australia44,37720,77631,541Canada35,228113,558147,908England-23,50155,472Germany4,71816,0678,645Otherforeigncountries 6,25714,9354,856$5,259,012$6,062,776$12,070,326

Allexportsales to Australia, Canada, England, Germany and other foreigncountries aremade in United States of America Dollars.
**11.COMMITMENTS ANDCONTINGENCIES**LegalMattersTheCompany is the plaintiffin a suit pursuing patent infringement against a competitor in theemissionsmarket. Management believes that it is not currently possible toestimate the impact, if any, that the ultimate resolution of thismatter will have on the Company's results of operations, financialposition or cash flows.
**12.SUBSEQUENT EVENTS**
TheCompany hasevaluated subsequent events through December 17, 2010, which is thedate the financial statements were available to be issued, and hasdetermined there are no subsequent events required to be recognized ordisclosed inthese financial statements.
**13.****GOINGCONCERN ANDMANAGEMENT PLAN**

Theaccompanying consolidated financial statements have been preparedassuming that the Company will continue as a going concern whichcontemplates the realization of assets and the satisfaction ofliabilities in the normal course of business. The Company has sufferedrecurring losses from operations during the past several years dueprimarily to decreasing sales of existing product lines and a generaleconomic downturn in all markets the Company serves. The resultinglower sales levels have reduced the Company's accounts receivable andcash balances, if this situation continues it may prevent the Companyfrom generating sufficientcash flow to sustain its operations. 

Theability of the Company to continue as a going concern is dependent onimproving the Company's profitability and cash flow and securingfinancing if needed. During the past year management reviewed andrevised its strategic plan and believes in the viability of itsstrategy to increase revenues and profitability through increased salesof existing products and the introduction of new products to the marketplace. Management believesthat the actions presently being taken by the Company will provide thestimulus for it to continue as a going concern, however, because of theinherent uncertainties there can be no assurances to that effect. Theseconsolidated financial statements do not include any adjustments thatmight resultfrom the outcome of this uncertainty. 

In December of2008management tooksteps to reduce non-direct product related expenses throughout theCompanyin response to the economic downturn and the uncertainty in the marketstheCompany serves. The steps included a substantial reduction inpersonnel,wage reductions for all personnel and expenditure restrictions in mostaspectsof the Company’s operations. Management took additional steps in April2009 and made additional reductions in personnel throughout the Companydue tothe continued decline in sales to the markets the Company serves. For the years ended September30,2010 and 2009 the Company achieved the savingsthatwere anticipated fromthe costcuttingmeasures implemented in January 2009and April 2009. TheCompany anticipates the cost cutting measures will continue for thefiscal year ended September 30, 2011. 

Management is alsoprepared to make additional expense reductions if its strategy toimprove revenue and profitability does not show significant results. Inaddition, management has identified a possible source of limitedshort-term financing if it were to become necessary.

Managementrecordeda valuation allowance on the entirebalanceof deferred tax assets at September 30, 2009 due to the continuedlosses during the pastseveral years,the currenteconomic uncertainties, the negative effects of the current economiccrisis on all the Company's marketsand concern that a more likely than not expiration of the Company's netoperatingloss and research and development credit carryforwards could occurbeforethey can be used. 

Inaddition, management recorded a valuation allowance inthe amount of $310,500onthe current year deferred taxes.

**14.QUARTERLY DATA (UNAUDITED)**
**First****Second****Third****Fourth****NetSales**2010 $1,636,717$1,394,060$1,390,355$837,8802009 1,159,0631,335,0561,521,0332,047,6242008 7,241,4121,699,4681,704,8161,424,630**GrossProfit**2010 876,542528,246642,349271,1482009 282,451369,640617,348708,2632008 3,314,079438,084437,612537,649**NetIncome(Loss)**2010 64,709(335,542)(151,479)(527,184)2009 (1,145,353)(2,245,253)(234,861)(48,786)2008 1,108,889(474,456)(535,657)(868,475)**NetIncome(Loss)per Common Share****Basic**2010 .05(.27)(.12)(.42)2009 (.92)(1.80)(.19)(.03)2008 .90(.38)(.43)(.71)**Diluted**2010 .05(.27)(.12)(.42)2009 (.92)(1.80)(.19)(.03)2008 .85(.38)(.43)(.66)

**ITEM9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTINGAND FINANCIAL DISCLOSURE.**

NotApplicable.

**ITEM9A.CONTROLS AND PROCEDURES.**

Asof September 30,2010,an evaluation was performed, under the supervision and with theparticipation of the Company's management, including the Company'sChief Executive Officer along with the Company's Senior Vice President,Finance and Chief Financial Officer, of the effectiveness of the designand operation of the Company'sdisclosure controls and procedures. Based upon that evaluation, theCompany'smanagement, including the Chief Executive Officer along with theCompany's Senior Vice President, Finance and Chief Financial Officer,concluded that the Company's disclosure controls and procedures asdefined in Rules 13a-15(e) and 15d-15(e) under the Securities ExchangeAct of 1934, as amended ("Exchange Act") were effective as of September30, 2010 to ensure that information requiredto be disclosed by the Company in reports that it files and submitsunderthe Exchange Act is (1) recorded, processed, summarized and reported,withinthe time periods specified in the Commission's rules and forms, and (2)isaccumulated and communicated to the Company's management, including itsprincipalexecutive and principal financial officer, as appropriate to allowtimelydecisions regarding required disclosure. There were no changes in theCompany'sinternal controls over financial reporting during the fourth fiscalquarterended September 30, 2010 that have materially affected, or arereasonablylikely to materially affect the Company's internal control overfinancialreporting.TheCompany's internalcontrol over financial reporting is designed to provide reasonableassurance regarding the reliability of financial reporting and thepreparation of financial statements for external reporting purposes inaccordance with generally accepted accounting principles. The Company'sinternal control over financial reporting includespolicies and procedures that (1) pertain to maintaining records that,in reasonabledetail, accurately and fairly reflect the transactions and dispositionsofthe Company assets, (2) provide reasonable assurance that transactionsarerecorded as necessary to permit preparation of financial statements inaccordancewith generally accepted accounting principles, and that the Company'sreceiptsand expenditures are being made only in accordance with authorizationofthe Company's management and directors, and (3) provide reasonableassurance regarding prevention or the timely detection of unauthorizedacquisition, use or disposal of the company's assets that could have amaterial effect on the financial statements.

Management, including the Company's ChiefExecutiveOfficeralongwith theCompany's Senior Vice President, Finance and Chief Financial Officer,does not expect that the Company's internal controls will prevent ordetect all errors and all fraud. An internal control system no matterhow well designed and operated can provide only reasonable, notabsolute, assurance that the objectives ofthe system are met. Further, the design of a control system mustreflect the fact that there are resource constraints, and the benefitsof controls must be considered relative to their costs. Because of theinherent limitations in all control systems, no evaluation of controlscan provide absolute assurance that all control issues and instances offraud, if any, within the Company have been detected. These inherentlimitations include the realities that judgments in decision-making canbe faulty, and that breakdowns can occur because of a simple error ormistake. Additionally, controls can be circumvented by the individualacts of some persons, collusion of two or more people, orby management override of the control. Also, any evaluation of theeffectiveness of controls in future periods are subject to the riskthat those internal controls may become inadequate because of changesin business conditions, or that the degree of compliance with thepolicies or procedures may deteriorate.

**MANAGEMENT'SREPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**

Themanagement of HickokIncorporated is responsible for establishing andmaintaining adequate internal control over financial reporting, as suchterm is defined in rules 13a-15(f) and 15d-15(f) of the SecuritiesExchange Act of 1934, as amended. Under the supervision and with theparticipation of management, including the Company's Chief ExecutiveOfficeralongwith theCompany's Senior Vice President, Finance and Chief Financial Officer,we conducted anevaluation of the effectiveness of the Company's internal control overfinancialreporting as of September 30, 2010, as required by Rule 13a-15(c) oftheSecurities Exchange Act of 1934, as amended. In making this assessment,weused the criteria set forthin the frameworkin Internal Control-Integrated Framework for Small Public Companies issuedby theCommittee of Sponsoring Organizations of the Treadway Commission. Basedon our evaluation under the framework in Internal Control-IntegratedFrameworkfor Small Public Companies, our management concluded that our internalcontrol over financial reporting was effective as of September 30, 2010.

Thisannual reportdoes not include an attestation report of the Company's registeredpublic accounting firm regarding internal control over financialreporting. Management's report was not subject to attestation by theCompany's registeredpublicaccounting firm pursuant to rules of the Securities andExchange Commission that permit the Company to provide onlymanagement's report in this annual report. 

/s/ R. L. Bauman

R.L. BaumanChief Executive Officer

/s/ G. M. Zoloty

G.M. ZolotyChief Financial Officer

December22, 2010

**ITEM9B.****OTHERINFORMATION.**
NotApplicable.
**PARTIII**

**ITEM10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.**

Theinformationrequired by this Item 10as to the Directors of theCompany isincorporatedherein by reference to the information set forth under the caption"InformationConcerning Nominees for Directors" in the Company's definitive ProxyStatementfor the Annual Meeting of Shareholders to be held on February 23, 2011,since suchProxy Statement will be filed with the Securities and ExchangeCommission not later than 120days after the end of the Company's fiscal year pursuant to Regulation14A.Information required by this Item 10as to theExecutiveOfficers of the Company is included in Part III of thisAnnual Report onForm 10-K. Information required by this Item as to the Audit Committee,the Audit Committee financial expert, the procedures for recommendingnominees to the Board of Directors and compliance with Section 16(a) ofthe Exchange Act is incorporated herein by reference to the informationset forth under the captions "Information Regarding Meetings andCommittees of the Board of Directors" and "Section 16(a) BeneficialOwnership Reporting Compliance" in the Company's definitive ProxyStatement forthe Annual Meeting of Shareholders to be held on February 23, 2011.

TheCompanyhashistorically operated under informal ethical guidelines, under whichtheCompany's principal executive, financial, and accounting officers, areheld accountable. In accordance with these guidelines, the Company hasalwayspromoted honest, ethical and lawful conduct throughout the organizationandhas adopted a written Code of Ethicsfor the ChiefExecutiveOfficer and Chief Financial Officer.Inaddition,theCompany adopted and the Board of Directors approved a written Code ofBusiness Conduct for all officers and employees. The Company alsoimplemented a system to address the "Whistle Blower" provision of theSarbanes-Oxley Act of 2002.

**EXECUTIVEOFFICERSOF THE REGISTRANT**
Thefollowingis alist of the executive officers of the Company as of September 30, 2010.Theexecutive officers are elected each year and serve at the pleasure oftheBoard of Directors. Mr. Robert Bauman was elected Chairman by the BoardofDirectors in July 1993 and served as chairman until May 2001. He hasbeenPresident since 1991 and Chief Executive Officer since 1993. For atleastfive years prior to 1991 he held the office of Vice President. TheBoardof Directors elected Mr. Gregory Zoloty Senior Vice President ofFinance andChief Financial Officer in February 2004. Mr. Zoloty was Vice PresidentofFinance and Chief Financial Officer since May 2001. Mr. Zoloty was VicePresidentof Accounting and Chief Accounting Officer since 1994. He joined theCompanyin 1986. Mr. William Brunerwas electedSeniorVice President of Manufacturing by the Board of Directors in February2004.Mr. Bruner was elected Vice President of Manufacturing inAugust 1993. Hejoinedthe Company in January 1974.Mr.Michael Cable waselected Senior Vice President of OEM, National Accounts SalesandMarketing by the Board of Directors in March 2010. Mr.Michael Cablewaselected Vice President of OEM Sales by the Board of DirectorsinFebruary 2004.He joined theCompany in September2003.Mr. Cable has worked for numerous automotive tool companies in variouscapacities primarily related to sales and marketing. He currently isPresident of the Equipment Technical Institute, an aftermarket tradeorganization. Mr.George Hart waselected Senior Vice President of Engineering by the Board of Directorsin March2010. Mr. GeorgeHartwaselected Vice President of Engineering by the Board of Directorsin February 2004.He joinedthe Company in April1985. **OFFICE****OFFICER****AGE**PresidentandChiefExecutive Officer RobertL.Bauman 70SeniorVicePresident,Finance and Chief Financial Officer GregoryM.Zoloty 58SeniorVicePresident,ManufacturingWilliamA. Bruner68SeniorVicePresident, OEM,National Accounts Sales and MarketingMichael R. Cable61SeniorVicePresident,Engineering GeorgeR. Hart53*The description of Executive Officers called for in this Item isincludedpursuant to Instruction 3 to Section (b) of Item 401 of Regulation S-K.
**ITEM11.EXECUTIVECOMPENSATION.**

Theinformationrequired by this Item 11 is incorporated by reference to theinformationset forth under the caption "Executive Compensation" in the Company'sdefinitiveProxy Statement for the Annual Meeting of Shareholders to be held onFebruary 23, 2011,since suchProxy Statement will be filed with the Securities and ExchangeCommission not later than 120days after the end of the Company's fiscal year pursuant to Regulation14A.

**ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS ANDMANAGEMENTAND RELATED STOCKHOLDER MATTERS.**

EquityCompensation Plan Information

Thefollowing tableprovidesinformation as of September 30, 2010 with respect to compensation plans(includingindividual compensation arrangements) under which Common Stock of theCompanyis authorized for issuance under compensation plans previously approvedandnot previously approved by shareholders of the Company.(a) (b) (c) Plancategory Numberof securities to be issued upon exercise ofoutstandingoptions, warrants and rights Weightedaverage exercise price of outstanding options,warrantsand rights Numberof securities remaining available for future issuanceunderequity compensation plans (excluding securities reflected in column(a)) 

________________________________________________________________________________Equitycompensationplans approved by security holders 74,500 $4.76 62,200 Equitycompensationplans not approved by security holders -- -Total74,50062,200

Otherinformationrequired by this Item 12isincorporatedby reference to the information set forth under the captions "PrincipalShareholders"and "Share Ownership ofDirectors and Officers" in the Company'sdefinitiveProxy Statement for the Annual Meeting of Shareholders to be held onFebruary 23, 2011,since suchProxy Statement will be filed with the Securities and ExchangeCommission not later than 120days after the end of the Company's fiscal year pursuant to Regulation14A.

**ITEM13.CERTAINRELATIONSHIPSAND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**

Theinformationrequired by this Item 13 is incorporated by reference to theinformationset forth under the caption "Transactions with Management" in theCompany's definitive Proxy Statement for the Annual Meeting ofShareholders to be heldon February 23, 2011,sincesuch ProxyStatement will be filed with the Securities and Exchange Commission notlater than 120 days after the end of the Company's fiscal year pursuantto Regulation 14A.

**ITEM14. PRINCIPAL ACCOUNTING FEES AND SERVICES.**
Theinformationrequiredby this Item 14 is incorporated by reference to the information setforthunder the caption "Independent Public Accountants" in the Company'sdefinitiveProxy Statement for the Annual Meeting of Shareholders to be held onFebruary 23, 2011,since suchProxy Statement will be filed with the Securities and ExchangeCommission not later than 120days after the end of the Company's fiscal year pursuant to Regulation14A.**PARTIV**
**ITEM15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.**

(a)(1)FINANCIAL STATEMENTS

ThefollowingConsolidatedFinancial Statements of the Registrant and its subsidiaries areincludedin PartII, Item 8:**PAGE**ReportofIndependentRegistered Public Accounting FirmF-1ConsolidatedBalanceSheet - As of September 30, 2010 and 2009F-2ConsolidatedStatementof Income - Years Ended September 30, 2010, 2009 and 2008F-4ConsolidatedStatementof Stockholders' Equity and Comprehensive Income - Years EndedSeptember30, 2010, 2009 and 2008F-5ConsolidatedStatementof Cash Flows - Years Ended September 30, 2010, 2009 and 2008F-6NotestoConsolidatedFinancial StatementsF-8

(a)(2)FINANCIAL STATEMENT SCHEDULES

ThefollowingConsolidated Financial Statement Schedules of the Registrant and itssubsidiariesare included in Item15hereof.

SEQUENTIALPAGEReportofIndependentRegistered Public Accounting Firmas toSchedules 

Referenceis made to the Exhibit Index set forth herein.

**SIGNATURES**

Inaccordance withSection13 or 15(d) of the Exchange Act, the Registrant caused this report tobe signedon its behalf by the undersigned, thereunto duly authorized.HICKOKINCORPORATED By: /s/RobertL. Bauman RobertL. Bauman Presidentand Chief Executive OfficerDate: December 22,2010 

Inaccordance with the Exchange Act, this report has been signed below bythefollowing persons on behalf of the Registrant and in the capacitiesindicatedand on the 22th day ofDecember, 2010:
**SIGNATURE:****TITLE**/s/Janet H. Slade ChairmanJanetH. Slade /s/Robert L. Bauman Presidentand Chief Executive Officer RobertL. Bauman (PrincipalExecutive Officer) /s/Gregory M. Zoloty SeniorVice President and Chief Financial GregoryM. Zoloty Officer(PrincipalFinancial and Accounting Officer)/s/T. Harold Hudson DirectorT.Harold Hudson /s/James T. Martin DirectorJamesT. Martin /s/Michael L. Miller DirectorMichaelL. Miller /s/HughS. SeaholmDirectorHughS. Seaholm/s/Kirin M. SmithDirectorKirinM. Smith
**EXHIBITINDEX**
**EXHIBITNO.:****DOCUMENT**3(a)Articlesof Incorporation and Code of Regulations.* 3(b)Amendmentto Articles of Incorporation (incorporated hereinbyreference to the Company's Annual Report on Form 10-K for the fiscalyearended September 30, 1995, File No. 0-147). 10(a)HickokIncorporated 1997 Key Employees Stock Option Plan (incorporated hereinby reference to the appropriate exhibit to the Company's RegistrationStatement on Form S-8 as filed with the Commission on September 17,1998). 10(b)HickokIncorporated 2000 Outside Directors Stock Option Plan (incorporatedherein by reference to the appropriate exhibit to the Company'sRegistration Statement on Form S-8 as filed with the Commission on June6, 2001). 10(c)HickokIncorporated 2000 Key Employees Stock Option Plan (incorporated hereinby reference to the appropriate exhibit to the Company's RegistrationStatement on Form S-8 as filed with the Commission on June 6, 2001). 10(d)HickokIncorporated 2003 Outside Directors Stock Option Plan (incorporatedherein by reference to the appropriate exhibit to the Company'sRegistration Statement on Form S-8 as filed with the Commission on June9, 2005).10(e)HickokIncorporated 2010 Outside Directors Stock Option Plan (incorporatedherein by reference to Appendix A of the Company'sdefinitive proxy statement for its 2010 annual meeting of shareholdersas filed with the Commission on January 26, 2010).11Computationof Net Income Per Common Share. 14HickokIncorporatedFinancialCode of Ethics for the Chief Executive Officer and Specified FinancialOfficers. 21Subsidiariesof the Registrant. 23Consentof IndependentRegisteredPublic Accounting Firm.31.1Rule13a-14(a)/15d-14(a)Certificationbythe Chief Executive Officer.31.2Rule13a-14(a)/15d-14(a)Certificationbythe Chief Financial Officer.32.1Certificationby the Chief Executive Officer pursuant to 18U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyActof 2002.32.2Certificationby the Chief Financial Officer pursuant to 18U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-OxleyActof 2002.*Referenceis made to the Company's basic documents filed as Exhibits 3(a) and3(b)to the Company's Registration Statement on Form S-1, dated September 1,1959,as supplemented by Amendments 1 and 2 thereto, dated respectivelyOctober15, 1959, and October 19, 1959 (the October 15, 1959 amendmentcontainingan Amendment to Articles of Incorporation, dated September 29, 1959)andsuch exhibits are hereby incorporated by reference herein.
Thefollowingpagescontain the Consolidated Financial Statement Schedules as specified forItem8of Part IIof Form 10-K.
**REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ASTO CONSOLIDATEDSCHEDULES**

TotheShareholdersand Board of DirectorsHickokIncorporatedCleveland,Ohio

Wehave audited theconsolidatedfinancial statements of HICKOK INCORPORATED (the "Company") as ofSeptember30, 2010 and 2009, and for each of the years in the three-year periodendedSeptember 30, 2010, and have issued our report thereon dated December14, 2010;suchconsolidated financial statements and report are included in PartII, Item 8ofthis Form 10-K. Our audits also included the consolidated financialstatementschedules ("schedules") of the Company listedinPart IV, Item 15.Theseschedules are the responsibility of theCompany'smanagement. Our responsibility is to express an opinion based on ouraudits. In our opinion, such schedules, when considered in relation tothe basic financialstatements taken as a whole, present fairly in all material respectstheinformation set forth therein.

/s/Meaden& Moore, Ltd.

MEADEN&MOORE, Ltd.CertifiedPublicAccountants

December14,2010Cleveland,Ohio

                                                HICKOK INCORPORATED                                  SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS      Col. A                         Col. B                   Col. C                  Col. D          Col. E-----------------------             ----------   -------------------------------    ---------     ------------                                                           Additions                                                 -------------------------------                                    Balance at     Charged to        Charged to                        Balance                                    Beginning      Costs and           Other                           at End    Description                     of Period      Expenses          Accounts        Deductions       of Period-----------------------------       ----------    ------------     ------------      -----------     ------------Deducted from Asset Accounts:                                                  Year Ended September 30, 2008                                                  ------------------------------ Reserve for doubtful accounts       $   10,000    $      412  (1)   $  3,504 (2)     $   3,916 (3)     $   10,000 Reserve for inventory obsolescence  $  472,000    $(112,601)        $      -         $ 171,399 (4)     $  188,000 Reserve for product warranty        $   13,764    $   99,307        $      -         $ 107,431         $    5,640 Valuation allowance deferred taxes  $  443,000    $  535,000        $      -         $       -         $  978,000                                                  Year Ended September 30, 2009                                                  ------------------------------ Reserve for doubtful accounts       $   10,000    $    (610) (1)    $     60 (2)     $   (550) (3)     $   10,000 Reserve for inventory obsolescence  $  188,000    $  522,484        $      -         $ 255,484 (4)     $  455,000 Reserve for product warranty        $    5,640    $   36,252        $      -         $  37,410         $    4,482 Valuation allowance deferred taxes  $  978,000    $2,505,200        $      -         $       -         $3,483,200                                                  Year Ended September 30, 2010                                                  ------------------------------ Reserve for doubtful accounts       $   10,000    $     (38) (1)    $      -         $    (38) (3)     $   10,000 Reserve for inventory obsolescence  $  455,000    $  154,086        $      -         $ 229,086 (4)     $  380,000 Reserve for product warranty        $    4,482    $    3,602        $      -         $   4,669         $    3,415 Valuation allowance deferred taxes  $3,483,200    $  310,500        $      -         $       -         $3,793,700(1) Classified as bad debt expense.(2) Recoveries on accounts charged off in prior years.(3) Accounts charged off during year as uncollectible.(4) Inventory charged off during the year as obsolete.

                                           HICKOK INCORPORATED                                      SCHEDULE IX - SHORT-TERM BORROWINGS  Col. A                         Col. B       Col. C        Col. D            Col. E              Col. F--------                       ----------   ---------   ---------------   --------------   --------------------                                             Weighted    Maximum Amount   Average Amount    Weighted Average                               Balance at    Average      Outstanding      Outstanding       Interest RateCategory of Aggregate            End of      Interest     During the        During the        During theShort-term Borrowings            Period      Rate          Period             Period (2)       Period (3)------------------------       ----------   ---------   ---------------   --------------   --------------------                                       Year Ended September 30, 2008                                       -----------------------------   Note Payable to Bank (1)    $        -       7.55%       $1,732,000        $  69,053               7.40%                                       Year Ended September 30, 2009                                       -----------------------------   Note Payable to Bank (1)    $        -       0.00%       $        -        $       -               0.00%                                       Year Ended September 30, 2010                                       -----------------------------   Note Payable to Bank (1)    $        -       0.00%       $        -        $       -               0.00%(1) Note payable to bank represents borrowings under a revolving credit facility which wasrescinded on December 17, 2009.(2) The average amount outstanding during the period was computed by dividing the total ofdaily outstanding principal balances by 365.(3) The weighted average interest rate during the period was computed by dividing the actualinterest by the average short-term debt outstanding.