<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

For the fiscal year ended               September 30, 1996
                          ------------------------------------------------------

                                       OR

[ ] TRANSITION  REPORT  PURSUANT TO  SECTION 13 OR 15(d) OF THE  SECURITIES
    EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from       Not Applicable      to      Not Applicable
                              ---------------------------   --------------------

Commission file number                  0-147
                      ----------------------------------------------------------

                               HICKOK INCORPORATED
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                Ohio                                         34-0288470
----------------------------------------------      ---------------------------
   (State or other jurisdiction of                      (I.R.S. Employer
    incorporation or organization                      Identification No.)

 10514 Dupont Avenue, Cleveland, Ohio                       44108
------------------------------------------      -------------------------------
 (Address of principal executive offices)                (Zip Code)

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

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

                                      NONE

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

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

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

                  As of December 13, 1996, the Registrant had 737,984 voting
shares of Class A Common Stock outstanding and 454,866 voting shares of Class B
Common Stock outstanding. As of such date, non-affiliates held 668,086 shares of
Class A Common Stock and 233,098 shares of Class B Common Stock. As of December
13, 1996, based on the mean ($10.25 per share) between the bid and asked prices
in the over-the-counter market (most recent bid and asked prices being as of
December 13, 1996), the aggregate market value of the Class A Common Stock held
by such non-affiliates was approximately $6,847,882. There is no trading market
in the shares of Class B Common Stock.

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

<PAGE>   2
                      Documents Incorporated by Reference:
                      ------------------------------------

                                              Document Incorporated by
          Part of Form 10-K                           Reference
          -----------------                   ------------------------

          Part III (Items 10,                 Portions of the Registrant's
            11, 12 and 13)                      Definitive Proxy Statement to
                                                be used in connection with its
                                                Annual Meeting of Shareholders
                                                to be held on February 19, 1997.

                  Except as otherwise stated, the information contained in this
Form 10-K is as of September 30, 1996.

                                     PART I
                                     ------

ITEM 1.  BUSINESS
-----------------

General Development of Business
-------------------------------

                  Hickok Incorporated was organized in 1915 as an Ohio
corporation, and first offered its securities to the public in 1959. Except as
otherwise stated, the terms "Company" or "Hickok" as used herein mean Hickok
Incorporated and its wholly-owned subsidiary. Previously inactive subsidiaries
were dissolved during fiscal 1993.

                  In February 1995 the shareholders approved a change in the
Company's name to Hickok Incorporated from The Hickok Electrical Instrument
Company. The former name was not representative of the Company's current
products and markets and may have conveyed an inaccurate image of the Company to
customers, prospects and investors. For those reasons the name change was made.

                  The Company is primarily involved in providing products and
services to original equipment manufacturers within the transportation industry.
The major market served is automotive. Other markets with which the Company is
involved include aircraft, locomotive and marine markets.

                  As for the products the Company supplies to the transportation
industry, for many years the Company has developed and produced precision
indicating instruments for aircraft, locomotive and general industrial
applications. In recent years the Company has adapted this expertise to become a
leader in the development of electronic diagnostic equipment for the automotive
market. Production of diagnostic test equipment is now one of the Company's
largest product classes.

                  The Company has made several acquisitions in two of the last
three fiscal years as part of a strategic program to expand both its customer
base and its product line using its existing expertise. A new product and
customer for the automotive market was added in February, 1994 when the Company
acquired the fastening systems business from Allen-Bradley Company, Inc. The
fastening business provides computerized equipment to control tools that tighten
threaded fasteners in an automotive assembly plant to provide high quality
threading applications. General Motors is the major customer for the Company's
fastening systems products. The fastening systems business was

                                        2

<PAGE>   3



fully integrated into Hickok's operations by June, 1994. This product has become
a significant part of the Company's total business.

                  In January, 1996 the Company added new products and customers
within the instrumentation area with the acquisition of the Beacon Gage Division
of Maradyne Corporation. Beacon Gage manufactures specialty pressure gauges for
railroads and transit cars. The gauge business was integrated into Hickok's
operations by May, 1996.

                  In addition to its products, the Company also provides various
services to the transportation industry generally and to the automotive market
in particular. These services have become a very important component of the
Company's business and were developed because of the Company's close working
relationship with Ford Motor Company in the development of diagnostic tools to
service engines and other electronic systems in Ford automobiles. The Company
develops software for its own diagnostic tools used by Ford and assists in
supporting the overall Ford diagnostic system. This support primarily consists
of providing software specifications and technical writing for the engine, body
chassis and electrical systems. In addition, the Company supports the
development of data bases used to track information generated from Ford's
diagnostic system. Finally, the Company provides telephone hotline information
to assist technicians who diagnose Ford vehicles in the dealership.

                  Finally, in the service area, the Company provides support
services to Ford Motor Company relating to the development of training
curriculums for automotive technicians and others. The specific application
relates to the use of diagnostic equipment, primarily Hickok equipment, on
automobiles. The Company also provides technical training to automotive
technicians relating to the use of diagnostic equipment on automobiles and on
the various components being diagnosed. This training is provided at customer
sites and was implemented largely as a result of the Company's involvement with
Ford Motor Company.

                  The Company's operations are currently concentrated in the
United States. Sales are primarily to domestic customers although the Company
also makes sales to international customers on a world-wide basis. Because its
international presence is growing, the Company established international
representation in the sales and service area during fiscal 1995.

Description of Business
-----------------------

         Products and Services
         ---------------------

                  The Company operates in one major industry segment:
instrumentation and controls products for the transportation industry.

                  The Company designs, manufactures and markets instruments used
to diagnose problems and to support the servicing of automotive electronic
systems. These products are sold primarily to original equipment manufacturers
but also to the aftermarket using jobbers, wholesalers and wagon distributors.
The Company has increased its marketing efforts in order to expand the
aftermarket business. The aftermarket currently accounts for less than 5% of
automotive diagnostic tool sales.


                                        3

<PAGE>   4



                  As a result of the acquisition of the fastening systems
business in February, 1994, the Company designs and manufactures instrumentation
used to monitor and control pneumatic and electric tools that tighten threaded
fasteners so as to provide high quality threading applications. The equipment is
sold primarily to original equipment manufacturers in the automotive market.

                  In addition, the Company specializes in the development,
manufacture and marketing of precision indicating instruments used in aircraft,
locomotives and other applications. Within the aircraft market, the Company
sells its instruments primarily to manufacturers of business and pleasure
aircraft.

                  Within the service area the Company develops software and
designs systems that are used to develop diagnostic strategies involving
automotive electronic systems. The Company also supports the development of
training curriculums applicable to servicing electronic systems. Finally, the
Company provides diagnostic equipment training both domestically and
internationally to automotive service technicians.

                  Revenue by class of product/service is shown in the table
below.

<TABLE>
<CAPTION>
                                         1996          1995          1994
                                         ----          ----          ----

<S>                                  <C>            <C>            <C>        
Automotive Diagnostic Instruments    $13,658,000    $10,476,000    $10,789,000
Automotive Diagnostic Service/
         Training                      4,782,000      5,749,000      6,337,000
Fastening Systems                      5,023,000     10,652,000      2,652,000
Other product classes                  2,708,000      2,191,000      2,493,000
                                     -----------    -----------    -----------
                                     $26,171,000    $29,384,000    $22,491,000
</TABLE>

         New Products/Services
         ---------------------

                  There were numerous products under development during fiscal
1996. Within the automotive diagnostic instrument area, the PDR (portable data
recorder) and the Audio VIM (vehicle interface module) were in final development
stages. The PDR is an accessory that can be attached to a customer's vehicle to
diagnose intermittent problems. The Audio VIM is an accessory to the New
Generation STAR tool (NGS) that helps diagnose problems in Ford audio systems.
The Company anticipates that both products will be introduced to Ford dealers in
North America in fiscal 1997. This represents a one-year delay to initial
expectations. Not delayed was the introduction during fiscal 1996 of the NGS
unit to Mazda dealers in Europe and to Ford and Mazda dealers in Asia and the
Far East.

                  Within the fastening systems area, the Pro-Spec 1000 was in
final development in fiscal 1996 with initial orders expected in the first
quarter of fiscal 1997. The Pro-Spec is a single tool control product with a
market potential that is greater than large networked systems currently being
sold.

                  Within the indicating instrument area, the acquisition of
Beacon Gage in January, 1996 added new products consisting of pressure gauges
used in locomotives and transit cars, primarily on a replacement basis. Limited
delivery began in March, 1996 with full-scale operations in effect two months
later. Final development of the DIGILOG series of instruments for the

                                        4

<PAGE>   5



aircraft market was completed with initial orders expected in early fiscal 1997,
a delay of almost one year from initial expectations. The solid state indicator
continued under development with product availability anticipated in late fiscal
1997.

                  During fiscal 1996 the Company began sales of its Watchdog
2000, a secondary ignition analyzer for large non-automotive internal combustion
engine users. The initial sale was to a company in the natural gas distribution
industry. This product currently accounts for less than 15% of "other product
class" sales. A smaller, portable version of the Watchdog 2000 began development
in fiscal 1996 with expected availability in mid-fiscal 1997.

                  A major new development in fiscal 1995 was the growth of the
fastening systems product which was added by way of acquisition in mid-fiscal
1994. The acquisition was a strategic move to diversify both the customer base
and the product line using existing engineering and manufacturing expertise.
Fastening systems accounted for $10,652,000 in revenue in fiscal 1995 due to the
sale of several large networked systems to General Motors Corporation.

                  There were several new market and product developments in
fiscal 1995 within the diagnostic instrument area. The NGS tool was introduced
for the first time to Ford dealers in Australia, South America and South Africa.
A new product, the End-of-Line (EOL) unit was installed at a Ford and Mazda
assembly plant in Mexico and Michigan respectively. The EOL unit performs the
final test of an automobile's various electronic systems as the vehicle exits
the assembly line. A similar unit is currently being developed for at least one
other vehicle manufacturer. Another new product that began development in fiscal
1995 is an electrical vehicle controller to be used by an OEM currently involved
in building several thousand electric vehicles for fleet use. These controllers
are expected to be available in fiscal 1997.


                  Development of the analog/digital indicator for the aircraft
market continued during fiscal 1995. Acceptance of this product in the industry
should allow for significant market expansion of the indicator product class.
Another new indicator that began development in fiscal 1995 is the solid state
indicator which uses an electronic liquid crystal device to display data. The
product's long life and light weight make it attractive. Finally, a secondary
ignition analyzer for large, non-automotive internal combustion engine users was
introduced in late fiscal 1995. Orders for the Watchdog 2000 Secondary Ignition
Monitor were received as expected in fiscal 1996.

                  New product developments in fiscal 1994 included the addition
to the NGS unit of communication capability with the electronic systems
contained in General Motors vehicles. In addition, direct GM capability was
added to the Transmission Tester. This was done to enhance these products in the
aftermarket. Other product enhancements include developing anti-lock brake and
traction control cables to allow for diagnosis of those systems and adding
printer capability to the Fuel Injection Regular System Tester (FIRST).
Preliminary development continued on diagnostic tools for use on electric
vehicles and initial development began on secondary ignition analyzer for large
non-automotive, internal combustion engine users.


                                        5

<PAGE>   6




         Sources and Availability of Raw Materials
         -----------------------------------------

                  Raw materials essential to the business are acquired primarily
from a large number of U. S. manufacturers. Materials acquired from the
electronic components industry include transistors, integrated circuits,
resistors, capacitors, switches, potentiometers and fabricated metal or plastic
parts. In general, the required materials are available, if ordered with
sufficient lead times, from multiple sources at current prices.

         Importance of Patents, Licenses, Franchises, Trademarks and Concessions
         -----------------------------------------------------------------------

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

         Seasonality
         -----------

                  The Company does not believe there is any significant
seasonality to its business, except to the extent that shipments of certain
products are dependent upon customer release dates. The Company's operating
results often fluctuate widely from quarter to quarter. The primary reason for
such quarterly fluctuations is the effect of the Company's automotive diagnostic
test equipment business, since orders for such equipment frequently are
relatively large and subject to customer release. In recent years, the fourth
quarter of each fiscal year has accounted for a large portion of the Company's
net sales. However, the Company does not believe that the importance of the
fourth quarter is due to seasonal factors, but instead to the timing of customer
release of orders.

         Practices Relative to Working Capital Items
         -------------------------------------------

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

         Dependence Upon Single or Few Customers
         ---------------------------------------

                  During the fiscal year ended September 30, 1996, sales to Ford
and General Motors Corporation accounted for approximately 52% and 19%
respectively of the consolidated sales of the Company. This compares with 50%
and 37% respectively during the prior fiscal year. The Company has no long-term
contractual relationships with either Ford or General Motors, and the loss of
business from either one without a corresponding increase in business from new
or existing customers would have a material adverse effect on the Company.

         Backlog
         -------

                  At September 30, 1996, the unshipped customer order backlog
totaled

                                        6

<PAGE>   7



$3,867,000 in contrast to $4,337,000 at September 30, 1995 and $9,385,000 at
September 30, 1994. The decrease in fiscal 1996 relative to fiscal 1995 is due
to lower orders for fastening systems products and to the loss of a contract to
provide technical training to Ford dealer technicians. The decrease in fiscal
1995 relative to fiscal 1994 is largely due to lower orders for fastening
systems products. The fastening business was acquired in mid-fiscal 1994 and an
extraordinarily large order for $5.5 million was booked late in the year. At the
end of fiscal 1995 backlog for fastening products was $1.1 million.

         Government Contract Renegotiation
         ---------------------------------

                  No major portion of the business is open to renegotiation of
profits or termination of contracts or subcontracts at the election of the
Government.

         Competitive Conditions
         ----------------------

                  The Company is engaged in a highly competitive industry and
faces competition from domestic and international firms. Several of the
companies with which the Company competes have greater financial resources and
larger sales organizations than the Company. Competition with respect to the
Company's diagnostic tool business arises from the existence of a number of
other significant manufacturers in the field, such as SPX Corporation,
Hewlett-Packard and Vetronix which dominate the total available market in terms
of total sales. With regard to fastening systems products, competition comes
from both companies that make the equipment to control fastening tools and from
tool makers themselves. Specific companies include Beta Tech, Atlas Copco, and
Stanley. Hickok is a major supplier in the high end market consisting of
multi-spindle fastening system control systems. The instrumentation industry is
composed primarily of companies which specialize in the production of particular
items as compared to a full line of instruments. The Company believes that its
competitive position in this field should be gauged in the area of smaller
specialized products, an area in which the Company has operated since 1915 and
in which the Company has established itself competitively by offering
high-quality, high-performance products in comparison to high-volume,
mass-produced items.

         Research and Development Activities
         -----------------------------------

                  The Company expensed when incurred product research and
development costs of $3,740,003 in 1996, $3,550,450 in 1995 and $2,145,073 in
1994. These expenditures included engineering product support, support for
development of diagnostic system manuals and research and development for
fastening systems products.

         Compliance with Environmental Provisions
         ----------------------------------------

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




                                        7

<PAGE>   8




         Number of Persons Employed
         --------------------------

                  Total employment by the Company at September 30, 1996 was 315
employees.  None of the employees are represented by a union.  The Company
considers its relations with its employees to be good.

         Financial Information Concerning Foreign and Domestic Operations and
         --------------------------------------------------------------------
         Export Sales
         ------------

                  During the fiscal year ended September 30, 1996, all
manufacturing, research and development and administrative operations were
conducted in the United States. Revenues derived from export sales approximated
$574,000 in 1996, $887,000 in 1995 and $538,000 in 1994. Shipments to Canada
make up the majority of export sales.

ITEM 2.  PROPERTIES
-------------------

                  During fiscal 1996, the Company had facilities in the United
States as shown below:

<TABLE>
<CAPTION>
                                                                             Owned or
Location                 Feet       Description                               Leased
--------                 ----       -----------                               ------

<S>                     <C>      <C>                                          <C> 
Cleveland,              37,000   Two-story brick construction;                Owned
Ohio                             used for corporate administra-
                                 tive headquarters, marketing
                                 and product development with
                                 limited manufacturing.

Greenwood,              63,000   One-story modern concrete                    Leased, with
Mississippi                      block construction; used                     annual renewal
                                 for manufacturing instru-                    options extending
                                 ments, test equipment, and                   through 2061.
                                 fastening systems products.

Farmington               3,800   One-story modern concrete                    Leased through
Hills,                           block construction, used                     1999.
Michigan                         for training and publishing.
</TABLE>


                  Management believes that the Mississippi and Michigan
facilities are adequate to provide for current and anticipated business. In
fiscal 1997 the Company plans a modest expansion of the Cleveland facility to
improve operating efficiencies. This expansion was anticipated to occur in
fiscal 1996 but zoning and other changes delayed the project for over a year.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

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

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

                  Not Applicable.



                                        8

<PAGE>   9




ITEM 10.  EXECUTIVE OFFICERS OF THE REGISTRANT*
-----------------------------------------------

                  The following is a list of the executive officers of the
Company as of September 30, 1996. The executive officers are elected each year
and serve at the pleasure of the Board of Directors. Mr. Bauman was elected
Chairman by the Board of Directors in July 1993. He has been President since
1991. For at least five years prior to 1991 he held the office of Vice
President. Mr. Nowakowski was elected Vice President, Finance and Chief
Financial Officer by the Board of Directors in December, 1993. He joined the
Company in July, 1993 and, for at least five years prior to 1993, was a Vice
President with Huntington National Bank in Cleveland, Ohio.

<TABLE>
<CAPTION>
       Office                        Officer                            Age
       ------                        -------                            ---

<S>                                <C>                                   <C>
Chairman, President and            Robert L. Bauman                      56
Chief Executive Officer

Vice President, Finance            Eugene T. Nowakowski                  53
and Chief Financial
Officer

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


                                     PART II
                                     -------

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

                  a)  Market Information
                      ------------------

                  The Registrant's Class A Common Shares are traded in the
over-the-counter market (NASDAQ Symbol: HICKA). There is no market for the
Registrant's Class B Common Shares. The following table sets forth the range of
high and low bid prices for the Registrant's Class A Common Shares for the
periods indicated, which prices reflect inter-dealer prices without retail
mark-up, mark-down or commissions and may not represent actual transactions:


                         Bid Prices for the Years Ended:
                         -------------------------------

<TABLE>
<CAPTION>
                     September 30, 1996      September 30,1995
                     ------------------      -----------------
                     High          Low       High           Low
                     ----          ---       ----           ---

<S>                  <C>           <C>       <C>            <C>
First Quarter        21 1/2        16 1/2    17             11 1/4
Second Quarter       18            16        17             13 1/2
Third Quarter        16 1/2        13        20 1/2         17
Fourth Quarter       13 1/2        12        22             18
</TABLE>

                  Source of quotations:  NASDAQ.
                  Data adjusted for a 2 for 1 stock split in April, 1995.



                                        9

<PAGE>   10



                  b)  Holders
                      -------

                  As of December 13, 1996, there were approximately 596 holders
of record of the Company's outstanding Class A Common Shares and approximately 5
holders of record of the Company's outstanding Class B Common Shares.


                  c)  Dividends
                      ---------

                  On December 12, 1996 the Board of Directors of the Company
declared a special dividend of $.20 per share on its Class A and Class B Common
Shares, payable on January 24, 1997 to holders of record on January 3, 1997. The
Company paid special dividends of $.10 per share on its Class A and Class B
Shares on each of January 25, 1996 and July 10, 1995. On January 25, 1995 the
Company paid a special dividend of $.175 per share on its Class A and Class B
Common Shares. On January 24, 1994 the Company paid a special dividend of $.15
per share on its Class A and Class B Common Shares. The declaration and payment
of future dividends is restricted, under certain circumstances, by the
provisions of the Company's bank credit agreement. Such restriction is not
expected to materially limit the Company's ability to pay dividends in the
future, if declared. In addition, pursuant to the Company's Amended Articles of
Incorporation, no dividends may be paid on Class B Common Shares until cash
dividends of ten cents per share per fiscal year are paid on Class A Common
Shares. Any determination to pay cash dividends in the future will be at the
discretion of the Board of Directors after taking into account various factors,
including the Company's financial condition, results of operations and current
and anticipated cash needs.




                                       10

<PAGE>   11

  ITEM 6.  SELECTED FINANCIAL DATA
  --------------------------------
<TABLE>
<CAPTION>

                                                           For the years ended September 30
                                                           --------------------------------

                                 1996             1995              1994             1993              1992
                                 ----             ----              ----             ----              ----

                                           (In Thousands of Dollars, except per share amounts)

     <S>                       <C>              <C>               <C>              <C>               <C>
     Net Sales                 $26,171          $29,384           $22,491          $20,876           $18,406
                               =======          =======           =======          =======           =======

     Net Income                $   960          $ 1,794           $ 1,556          $ 1,524           $ 1,241
                               -------          =======           =======          =======           =======

     Working Capital           $ 8,625          $ 8,120           $ 6,991          $ 6,062           $ 5,181
                               =======          =======           =======          =======           =======

     Total Assets              $13,981          $16,629           $12,500          $11,149           $10,341
                               =======          =======           =======          =======           =======

     Long-term Debt                  -                -                 -                -                 -
                               =======          =======           =======          =======           =======

     Total Stockholders'

         Equity                $ 11,235         $10,394           $ 8,735          $ 7,338           $ 6,552
                               ========         =======           =======          =======           =======

     Net Income Per Share      $    .80         $  1.50           $  1.31          $  1.27           $  1.02
                               ========         =======           =======          =======           =======

     Dividends Declared
          Per Share:

          Class A              $   .10          $   .275          $   .15          $   .125          $  .075
          Class B              $   .10          $   .275          $   .15          $   .125          $     -

     Stockholders' Equity

          Per Share:           $  9.42          $  8.71           $  7.43          $  6.32           $  5.38

     Return on Sales              3.7%             6.1%              6.9%             7.3%              6.7%

     Return on Assets             6.3%            12.3%             13.2%            14.2%             13.7%

     Return on Equity             8.9%            18.8%             19.4%            21.9%             20.8%

     Closing Stock Price (ask) $ 13.00          $ 23.00           $ 12.75          $  9.50           $  8.75
</TABLE>

     Note:  Share data adjusted for a 2 for 1 stock split in April 1995.

                                       11
<PAGE>   12



   ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
   ------------------------------------------------------------------------
             RESULTS OF OPERATIONS
             ---------------------

         Introduction
         ------------

                  Hickok has had a long established reputation as a leader in
the development and manufacture of high technology precision indicating
instruments for aircraft, locomotive and general industrial applications. The
Company has also been recognized as an authority in the design and
implementation of electronics circuitry. In addition, the Company has
considerable experience in technical training and vocational education,
developing training courses and manuals for instruction of technical skills.

                  In recent years these areas of expertise have combined to make
the Company one of the leaders in automotive electronics diagnostic technology.
Hickok designs and manufactures diagnostic tools which enable automotive service
technicians to identify problems in the rapidly increasing number of electronics
systems in automobiles. Furthermore, Hickok develops diagnostic strategies and
assists in supporting the overall diagnostic system for Ford Motor Company.
These services are provided by Hickok personnel housed in a Ford facility in
Allen Park, Michigan, a Detroit suburb. In addition, Hickok develops
instructional programs for Ford and trains automotive technicians in the use of
electronic diagnostic tools and systems. The training and program development
functions are generated both out of the Cleveland, Ohio headquarters and out of
a leased facility in Farmington Hills, Michigan.

                  In January, 1996 the Company completed its second acquisition
in three years with the purchase of the Beacon Gage Division of Maradyne
Corporation. Beacon Gage manufactures specialty pressure gauges for railroads
and transit cars. The purchase added new products and customers within Hickok's
instrumentation market. The gauge business was fully integrated into Hickok's
operations by May, 1996.

                  In February, 1994 the Company added a new product for the
automotive market by acquiring the fastening systems business from Allen-
Bradley Company, Inc. This was part of a strategic program to expand both the
Company's customer base and its product line using existing expertise. The new
business provides computerized equipment to control tools that tighten threaded
fasteners in an automotive assembly plant to provide high quality threading
applications. The fastening systems business was fully integrated into Hickok's
operations by June, 1994 and made a positive contribution to the Company's
operations in the past three fiscal years. This product class has become a major
part of the Company's total business.

                  The timing of order releases in the Company's automotive
diagnostic test equipment business often creates wide fluctuations in the
Company's operating results, particularly on a quarter-to-quarter basis. The
same situation applies to the Company's recently acquired fastening systems
products. Orders for such equipment frequently are relatively large and subject
to customer release. The result can be substantial variations in quarterly sales
and earnings. For example, fiscal 1996 first quarter net income of $301,764, or
$.25 per share, represented 31.4% of the year's total net income. In fiscal 1995
fourth quarter net income of $529,082, or $.44 per share, represented 29.5% of
the year's total net income. More dramatic results occurred in fiscal 1994 when
fourth quarter net income of $813,819,

                                       12

<PAGE>   13



or $.68 per share, represented 52.3% of the year's total net income. The
Company's contracts are subject to customer release, and although historically
the fourth quarter has accounted for a larger portion of sales and net income,
there can be no assurance that the Company's customers will continue to
authorize release of contracts during the fourth quarter of future fiscal years.
The Company is not aware of any seasonal factors which lead to its customers'
release of orders.

                  Short-term earnings also can be affected by increases in
expenditures for product development, which has become increasingly significant
to the Company's operations in the last two fiscal years.

                  The Company's order backlog as of September 30, 1996 totaled
$3,867,000 as compared to $4,337,000 as of September 30, 1995 and $9,385,000 as
of September 30, 1994. The decrease in fiscal 1996 relative to fiscal 1995 is
due to lower orders for fastening systems products and to the loss of a contract
to provide technical training to Ford dealer technicians. The decrease in fiscal
1995 relative to fiscal 1994 is largely due to orders for fastening systems
products. This business was acquired in mid-fiscal 1994 and an extraordinarily
large order for $5.5 million was booked late in the year. At the end of fiscal
1995 backlog for fastening products was $1.1 million.

         Results of Operations
         ---------------------

                  Sales for the fiscal year ended September 30, 1996 declined to
$26,171,461, a decrease of approximately 11% from fiscal 1995 sales. This
decrease in sales is almost totally volume-driven and is attributable to lower
sales in both the product and service categories. In the product category, sales
of fastening systems products dropped $5,629,000 or 53% which was partially
offset by a $3,182,000 or 30% increase in automotive diagnostic instrument sales
and by a $401,000 or 27% increase in indicator sales. Despite the drop in
fastening systems revenue, current sales of $5,023,000 in fiscal 1996 reflect a
more typical sales level for this product as compared with sales in fiscal 1995
of $10,652,000 which were a record that was caused in part by an extraordinarily
large $5.5 million order booked in late fiscal 1994. Sales of automotive
diagnostic instruments increased 30% in fiscal 1996 due to sales of NGS units to
Mazda dealers outside of North America and to Ford dealers throughout the world,
exclusive of Europe. The increase in indicator sales resulted from the Beacon
Gage acquisition in January, 1996. In the service category, the decrease of
$927,000 or 15% was due primarily to the loss of a contract to provide technical
training to Ford dealer service technicians. The contract was lost because Ford
consolidated suppliers in this area. This contract had a negative effect on the
Company's service sales beginning in the middle of the Company's second fiscal
quarter.

                  Sales for the fiscal year ended September 30, 1995 rose to
$29,384,191, an increase of approximately 31% from fiscal 1994 sales. This
increase in sales is almost totally volume-driven and is attributable to
significantly higher sales of fastening systems products. Sales of fastening
systems products increased $8,316,000 which more than offset both a 5% volume
decrease in product sales other than fastening products and an 11% decrease in
service sales, almost all of which was volume-related.



                                       13

<PAGE>   14



The level of automotive diagnostic instrument sales experienced in fiscal 1996
should continue into fiscal 1997 based on continuing development of existing and
new products and the continued expansion into international markets. Fastening
system sales are expected to increase slightly in fiscal 1997 due to the
introduction of a new single channel control product called the Pro-Spec 1000.
Initial indications are that the product is well positioned in the market. The
sales increase experienced in fiscal 1996 by indicators is expected to continue
into 1997 due to a full year of Beacon Gage sales. The level of service sales
experienced in fiscal 1996 may decline approximately 5% in fiscal 1997 since the
loss of a training contract in fiscal 1996 will not be completely replaced by
new sources of service revenue.

                  Cost of products sold during fiscal 1996 amounted to
$12,700,245 or 60.5% of net product sales. For fiscal 1995 the cost of products
sold amounted to $13,975,800 or approximately 60.0% of net product sales and for
fiscal 1994 the cost of products sold amounted to $9,050,256 or approximately
58.0% of net product sales. The slight increase in the percentage of cost of
products sold relative to product sales between fiscal 1995 and fiscal 1994 was
due to product mix. The increase in cost of products sold as a percentage of net
product sales between fiscal 1995 and fiscal 1994 was due to higher costs of
fastening product sales relative to other product sales.

                  Cost of services sold during fiscal 1996 amounted to
$4,343,794 or 84.1% of net service sales. In fiscal 1995 the figure was
$4,909,962 or 80.6% and in fiscal 1994 the figure was $5,148,767 or 74.8%. The
increase in cost of services sold as a percentage of net service sales between
fiscal 1996 and fiscal 1995 resulted primarily from a significant amount of
large quantity contracts involving significant price competition. The increase
in cost of services sold as a percentage of net service sales between fiscal
1995 and fiscal 1994 was caused primarily by the inability to reduce costs of
services sold to the same extent as service sales volume decreased.

                  The percentage of cost of products sold relative to net
product sales in fiscal 1997 is expected to improve slightly based on cost
control measures already implemented and on projected product mix. The
percentage of cost of services sold relative to net service sales is expected to
stabilize at the figures experienced in fiscal 1996 based on cost control
measures already implemented.

                  Fiscal 1996 net income amounted to $959,875, or $.80 per
share, a decrease of $834,355, or 46.5% from fiscal 1995 net income of
$1,794,230, or $1.50 per share. The decrease in net income was due primarily to
a decrease in sales and, to a lesser extent, to an increase of $189,553 in
product development expenditures and to a $236,000 or .9% increase in the cost
of products and services sold on an combined basis. Fiscal 1995 net income
increased by $237,927 or 15.3% over fiscal 1994 net income of $1,556,303, or
$1.31 per share, due to an increase in sales and, to a lesser extent, to a
reduction in the effective tax rate compared to the prior year.

                  During fiscal 1996 new product development expenditures
amounted to $3,740,003 which represented a 5% increase over fiscal 1995
expenditures of $3,550,450. The increase is attributable to engineering and
development of two new products, the Pro-Spec 1000 and a portable secondary
ignition analyzer. The Pro-Spec 1000 is a fastening systems new single spindle

                                       14

<PAGE>   15



control product to be introduced in early 1997. The portable version of the
Watchdog 2000 is for use by large, non-automotive internal combustion engine
users and initial sales are expected in fiscal 1997. Product development
expenditures in fiscal 1995 of $3,550,450 were 66% higher than the $2,145,073
spent in fiscal 1994. Approximately 60% of the increase was attributable to
engineering and development of existing fastening systems products. The balance
was spent in developing new products across the Company's other product classes.
It is anticipated that the amount spent on product development in fiscal 1996
will remain at that level in fiscal 1997.

                  Marketing and administrative expense amounted to $3,944,962,
or approximately 15.1% of net sales in fiscal 1996; $4,189,263, or approximately
14.3% of net sales in fiscal 1995; and $3,656,136, or approximately 16.3% of net
sales in fiscal 1994. Expenditures in fiscal 1996 represented a 5.8% decrease
from fiscal 1995, as compared with a 14.6% increase in fiscal 1995 over the
prior fiscal year. The absolute decrease in the amount of marketing and
administrative expenses between 1996 and 1995 was entirely related to lower
sales in the fastening systems product class. The absolute increase between
fiscal 1995 and 1994 was due to higher sales in the fastening systems business.

                  In fiscal 1996 income taxes were $478,000 and represented an
effective tax rate of 33.2%. Fiscal 1995 income taxes were $976,000 and
represented an effective tax rate of 35.2%. The decrease in the effective tax
rate in fiscal 1996 was caused by recognizing research and development tax
credits in an amount greater than what was estimated at the end of the prior
year. In fiscal 1994 income taxes were $1,018,000 and represented an effective
tax rate of 39.5%. The increase in the effective tax rate in fiscal 1994 related
to differences in the recognition of revenue and expense for tax and financial
reporting purposes. It is anticipated that the effective tax rate in fiscal 1997
will be approximately the same as the current year.

                  Interest charges were $156,440 in fiscal 1996, compared with
$134,713 in fiscal 1995 and $26,116 in fiscal 1994. The increase in interest
charges in fiscal 1996 compared to fiscal 1995 was caused primarily by higher
borrowing by the Company under its revolving line of credit to finance increased
working capital levels during the first half of the fiscal year. The increase in
interest charges in fiscal 1995 compared to fiscal 1994 resulted primarily from
increased borrowing by the Company under its revolving line of credit to finance
increased working capital levels resulting from a 31% increase in sales.

                  Fiscal 1996 and 1995 results include other income of $151,858
and $146,227 respectively primarily due to rental income of excess space at the
Company's former Lincoln Park, Michigan location. Fiscal 1996 and fiscal 1995
other income also includes approximately $50,000 and $60,000 respectively of
purchased discounts. Fiscal 1994 other income of $109,373 almost totally
consists of rental income of excess space.

         Liquidity and Capital Resources
         -------------------------------

                  During the fiscal year the Company's business may require
relatively large inventories of both work-in-process and finished goods in order
to meet anticipated delivery schedules. This was the situation at the

                                       15

<PAGE>   16



end of fiscal 1995 when inventory was up $3,076,790 over the prior year in
anticipation of significant orders for automotive product which were received
and shipped in the first quarter of fiscal 1996. At the end of fiscal 1996 there
was no need to build inventory resulting in a drop in inventory to $4,912,858
from $6,921,192 at the end of fiscal 1995. Nevertheless, whenever there may be a
requirement to increase inventory in fiscal 1997 there will be a negative but
temporary impact on liquidity. The Company believes that internally generated
funds and a $5,000,000 revolving line of credit provide sufficient liquidity to
meet ongoing working capital requirements.

                  Current assets of $11,194,528 at September 30, 1996 were 4.4
times current liabilities and the total of cash and receivables was 2.3 times
current liabilities. These ratios compare to 2.3 and 1.1 respectively at the end
of fiscal 1995. Total current assets decreased $3,000,397 from the previous
year-end primarily as a result of the above-mentioned $2,008,334 drop in
inventory plus a $913,561 reduction in accounts receivable due to lower fourth
quarter billings in fiscal 1996 compared to the fourth quarter of fiscal 1995.
Total current liabilities dropped $3,505,561 from the previous year due
primarily to a reduction in short-term financing and, to a lesser extent, to
reductions in trade payables and accruals.

                  Working capital at September 30, 1996 was $8,624,753 as
compared to $8,119,589 a year earlier. The increase between the two years was
due to retention of earnings and the proceeds were used to reduce short-term
borrowings.

                  Internally generated funds in fiscal 1996 were a positive
$3,339,967 and were more than adequate to fund the Company's primary
non-operating cash requirement consisting of capital expenditures which amounted
to $546,592. The Company has no long-term debt. The primary reason for the
positive cash flow from operations was a $2,297,688 decrease in inventory. In
fiscal 1995 internally generated funds were a negative $646,322 which was not
adequate to fund the Company's primary non-operating cash requirement consisting
of capital expenditures which amounted to $943,605. The primary reason for the
negative operating cash flow was a $3,076,790 increase in inventory with the
shortfall made up by a $2,280,000 increase in short-term borrowing. In fiscal
1994 internally generated funds paid for capital expenditures. The Company does
not anticipate that inventory will decrease in fiscal 1997 to the same extent as
occurred in fiscal 1996. Nevertheless it expects internally generated funds in
fiscal 1997 from other operating activities, primarily net income, to be
adequate to fund approximately $1,400,000 of capital expenditures in fiscal
1997. Included in the $1,400,000 is approximately $750,000 to be spent on the
expansion of the Company's Cleveland, Ohio administrative headquarters to
accommodate further growth. The balance will be spent to upgrade engineering and
manufacturing equipment.

                  In February, 1996 the Company amended an existing credit
agreement with its financial lender. The agreement provides for a revolving
credit facility of $5,000,000 with interest at the prime commercial rate with a
LIBOR option and is unsecured. At September 30, 1996, the Company had an
outstanding balance of $1,375,000 under this loan facility. The revolving credit
facility is subject to annual review by the Company's financial lender. Although
no determination has been made to seek renewal of the credit agreement, the
Company believes that, given its current financial

                                       16

<PAGE>   17


condition, renewal at the existing amount may be obtained on acceptable terms.

                  In August, 1988 the Company entered into a Section 303 Stock
Redemption Agreement (the "Stock Redemption Agreement") with Robert D. Hickok.
The Stock Redemption Agreement provided that, upon Mr. Hickok's death, his
estate will have the right to require the Company to purchase from the estate
Class A shares and Class B shares having a value equal to the estate,
inheritance, legacy and succession taxes (including any interest collected as
part of such taxes) imposed because of the death of Mr. Hickok, plus the amount
of funeral and administrative expenses allowable as deductions to the estate of
Mr. Hickok under Section 2053 of the Internal Revenue Code. The Stock Redemption
Agreement provided that the per share price payable by the company for the
shares purchased from Mr. Hickok's estate will be the then market value of such
shares. The Estate of Robert D. Hickok sold to the Company 16,107 Class B shares
on January 11, 1993 and 4,560 Class B shares on March 31, 1995. No future
redemption requests are anticipated from the Estate.

         Impact of Inflation
         -------------------

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


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

                  The following pages contain the Financial Statements
                   and Supplementary Data as specified for Item 8 of
                         Part II of Annual Report on Form 10-K.

                                       17


<PAGE>   18
                          INDEPENDENT AUDITORS' REPORT



Shareholders and Board of Directors
Hickok Incorporated
Cleveland, Ohio

We have audited the accompanying consolidated balance sheets of HICKOK
INCORPORATED as of September 30, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended September 30, 1996. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance that the financial statements are free from material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Hickok
Incorporated as of September 30, 1996 and 1995, and the consolidated results of
their operations and their cash flows for each of the three years in the period
ended September 30, 1996 in conformity with generally accepted accounting
principles.



MEADEN & MOORE, Ltd.
Certified Public Accountants

November 19, 1996
Cleveland, Ohio


--------------------------------------------------------------------------------

                                      F-1


<PAGE>   19



                           CONSOLIDATED BALANCE SHEET
                              HICKOK INCORPORATED
                                  SEPTEMBER 30


                                     ASSETS

<TABLE>
<CAPTION>
                                                                     1996              1995
                                                                ------------------------------
<S>                                                             <C>                <C>        
CURRENT ASSETS:
   Cash and cash equivalents                                    $   486,812        $   696,425
   Accounts receivable - less allowance for
      doubtful accounts of $15,000 (1996
      and 1995)                                                   5,357,634          6,271,195
   Inventories-less allowance for obsolete inventory of
      $75,825 ($60,200, 1995)                                     4,912,858          6,921,192
   Prepaid and deferred expenses                                    169,625            306,113
   Refundable income taxes                                          267,599               --
                                                                ------------------------------
         Total Current Assets                                    11,194,528         14,194,925


PROPERTY, PLANT AND EQUIPMENT:
   Land                                                             215,495            139,192
   Buildings                                                      1,472,050          1,456,390
   Machinery and equipment                                        3,404,827          3,138,077
                                                                ------------------------------
                                                                  5,092,372          4,733,659
      Less accumulated depreciation                               2,670,111          2,473,556
                                                                ------------------------------
                                                                  2,422,261          2,260,103



OTHER ASSETS:
   Goodwill-less accumulated amortization of $36,444
      ($20,000, 1995)                                               243,556            160,000
   Deferred charges (net of amortization of $30,488)                106,712               --
   Deposits                                                          13,744             13,744
                                                                ------------------------------
                                                                    364,012            173,744
                                                                ------------------------------
         Total Assets                                           $13,980,801        $16,628,772
                                                                ==============================
</TABLE>


See notes to consolidated financial statements

--------------------------------------------------------------------------------

                                      F-2


<PAGE>   20



                      LIABILITIES AND STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                              1996                 1995
                                                                         ---------------------------------
<S>                                                                      <C>                  <C>         
CURRENT LIABILITIES:
   Short-term financing                                                  $  1,375,000         $  3,510,000
   Trade accounts payable                                                     360,143              855,218
   Accrued payroll and related expenses                                       769,600            1,320,611
   Accrued expenses                                                            65,032              353,763
   Accrued income taxes                                                          --                 35,744
                                                                         ---------------------------------

                      Total Current Liabilities                             2,569,775            6,075,336




DEFERRED INCOME TAXES                                                         176,000              159,000



STOCKHOLDERS' EQUITY:
  Common shares - par value $1.00:
     Class A 3,750,000 shares authorized, 747,570 shares
                  issued                                                      737,984              737,984
     Class B 1,000,000 convertible shares authorized,
                  475,533 shares issued                                       454,866              454,866
  Contributed capital                                                       1,520,111            1,520,111
  Treasury shares - 9,586 Class A shares and
                  20,667 Class B shares                                      (605,795)            (605,795)
  Retained earnings                                                         9,127,860            8,287,270
                                                                         ---------------------------------
                      Total Stockholders' Equity                           11,235,026           10,394,436
                                                                         ---------------------------------
                      Total Liabilities and Stockholders' Equity         $ 13,980,801         $ 16,628,772
                                                                         =================================
</TABLE>


--------------------------------------------------------------------------------

                                      F-3

<PAGE>   21



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

<TABLE>
<CAPTION>
                                              1996                  1995                 1994
                                          ------------------------------------------------------
<S>                                       <C>                  <C>                  <C>         
NET SALES
  Product sales                           $ 21,009,103         $ 23,294,950         $ 15,612,101
  Service sales                              5,162,358            6,089,241            6,879,177
                                          ------------------------------------------------------
      Total net sales                       26,171,461           29,384,191           22,491,278
                                          ------------------------------------------------------
COSTS AND EXPENSES:
  Cost of products sold                     12,700,245           13,975,800            9,050,256
  Cost of services sold                      4,343,794            4,909,962            5,148,767
  Product development                        3,740,003            3,550,450            2,145,073
  Marketing and administrative
      expenses                               3,944,962            4,189,263            3,656,136
  Interest charges                             156,440              134,713               26,116
  Other income                                (151,858)            (146,227)            (109,373)
                                          ------------------------------------------------------
                                            24,733,586           26,613,961           19,916,975
                                          ------------------------------------------------------
        Income before Provision
            for Income Taxes                 1,437,875            2,770,230            2,574,303


PROVISION FOR INCOME TAXES:
  Current                                      327,000            1,087,000              933,000
  Deferred                                     151,000             (111,000)              85,000
                                          ------------------------------------------------------
                                               478,000              976,000            1,018,000
                                          ------------------------------------------------------

              NET INCOME                  $    959,875         $  1,794,230         $  1,556,303
                                          ======================================================

NET INCOME PER COMMON SHARE               $        .80         $       1.50         $       1.31
                                          ======================================================
WEIGHTED AVERAGE SHARES OF
    COMMON STOCK OUTSTANDING                 1,192,850            1,194,500            1,192,304
                                          ======================================================
</TABLE>




      See notes to consolidated financial statements



--------------------------------------------------------------------------------

                                      F-4
<PAGE>   22


                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                              HICKOK INCORPORATED
             FOR THE YEARS ENDED SEPTEMBER 30, 1996, 1995 AND 1994

<TABLE>
<CAPTION>
                                                                                           Common Stock -
                                                                                          $1.00 Par Value
                                                                                          ---------------
                                                                Retained                                                  
                                                                Earnings             Class A            Class B           
                                                              ----------------------------------------------------

<S>                                                           <C>                 <C>                 <C>                 
Balance at
September 30, 1993                                            $  6,042,481        $    365,892        $    215,013        

   Dividend of $.15 per Class A and B shares                      (178,682)               --                  --          
   Sale of Class A shares under option                                --                 2,600                --          
   Adjustment of redeemable Class B shares
      based on market value                                           --                  --                 4,900          
    Net income                                                   1,556,303                --                  --          
                                                              ----------------------------------------------------

Balance at
September 30, 1994                                               7,420,102             368,492             219,913        

   100% share dividend Class A and B shares                       (598,455)            368,742             229,713          
   Dividend of $.275 per Class A and B shares                     (328,607)               --                  --          
   Sale of Class A shares under option                                --                   750                --          
   Redemption of Class B shares                                       --                  --                (4,560)       
   Reclassification of redeemable Class B shares
      after redemption completed                                      --                  --                 9,800        
   Non-cash compensation charge related
      to stock options                                                --                  --                  --          
   Net income                                                    1,794,230                --                  --          
                                                              ----------------------------------------------------

Balance at
September 30, 1995                                               8,287,270             737,984             454,866        

   Dividend of $.10 per Class A and B shares                      (119,285)               --                  --          
   Net income                                                      959,875                --                  --          
                                                              ----------------------------------------------------

Balance at
September 30, 1996                                            $  9,127,860        $    737,984        $    454,866        
                                                              ====================================================
</TABLE>


      See notes to consolidated financial statements



-------------------------------------------------------------------------------
                                      F-5
<PAGE>   23



<TABLE>
<CAPTION>
  Contributed          Treasury                            
    Capital              Shares                Total       
------------------------------------------------------  
                                                           
 <C>                 <C>                  <C>              
                                                           
 $  1,247,693        $   (532,603)        $  7,338,476     
                                                           
         --                  --               (178,682)                         
       16,500                --                 19,100     
                                                           
        4,900                --                   --         
         --                  --              1,556,303     
------------------------------------------------------  
                                                           
                                                           
    1,259,293            (532,603)           8,735,197     
                                                           
         --                  --                   --         
         --                  --               (328,607)  
        7,250                --                  8,000     
         --               (73,192)             (77,752)    
                                                           
      225,200                --                235,000     
                                                           
       28,368                --                 28,368     
         --                  --              1,794,230     
------------------------------------------------------  
                                                           
                                                           
    1,520,111            (605,795)          10,394,436     
                                                           
         --                  --               (119,285)                         
         --                  --                959,875     
------------------------------------------------------  
                                                           
 $  1,520,111        $   (605,795)        $ 11,235,026     
======================================================
</TABLE>

------------------------------------------------------

                                      F-6
<PAGE>   24

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

<TABLE>
<CAPTION>
                                                         1996               1995              1994
                                                   ----------------------------------------------------
<S>                                                <C>                 <C>                 <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:
         Cash received from customers              $ 27,085,022        $ 29,154,622        $ 22,394,353
         Cash paid to suppliers and employees       (22,949,707)        (28,382,805)        (19,875,787)
         Interest paid                                 (168,592)           (117,606)            (26,844)
         Interest received                                3,588               2,887               6,335
         Income taxes paid                             (630,344)         (1,303,420)         (1,016,758)
                                                   ----------------------------------------------------

         Net Cash Provided by (Used in)
              Operating Activities                    3,339,967            (646,322)          1,481,299

CASH FLOWS FROM INVESTING ACTIVITIES:
         Capital expenditures                          (546,592)           (943,605)           (684,258)
         Deferred charges                              (137,200)               --                  --
         Decrease (Increase) in deposits                   --                  (300)              5,018
         Proceeds on sale of assets                      35,600               4,800                --
         Payments for businesses purchased             (647,103)               --              (730,675)
                                                   ----------------------------------------------------

         Net Cash Used in Investing
              Activities                             (1,295,295)           (939,105)         (1,409,915)

CASH FLOWS FROM FINANCING ACTIVITIES:
         Changes in short-term borrowings            (2,135,000)          2,280,000             (20,000)
         Purchase of Class B shares                        --               (77,752)               --
         Sale of Class A shares under option               --                 6,920              16,009
         Dividends paid                                (119,285)           (328,607)           (178,682)
                                                   ----------------------------------------------------

         Net Cash Provided by (Used in)
              Financing Activities                   (2,254,285)          1,880,561            (182,673)
                                                   ----------------------------------------------------

Increase (Decrease) in Cash and Cash
         Equivalents                                   (209,613)            295,134            (111,289)

Cash and Cash Equivalents at
         Beginning of Year                              696,425             401,291             512,580
                                                   ----------------------------------------------------

Cash and Cash Equivalents at
         End of Year                               $    486,812        $    696,425        $    401,291
                                                   ====================================================
</TABLE>





See notes to consolidated financial statements

--------------------------------------------------------------------------------


                                      F-7
<PAGE>   25


<TABLE>
<CAPTION>
                                                                1996                1995             1994
                                                           -------------------------------------------------
<S>                                                        <C>                <C>                <C>        
RECONCILIATION OF NET INCOME TO NET CASH
       Provided by Operating Activities:

Net income                                                 $   959,875        $ 1,794,230        $ 1,556,303
ADJUSTMENTS TO RECONCILE NET INCOME TO
   NET CASH PROVIDED BY
   OPERATING ACTIVITIES:
       Depreciation  and amortization                          666,315            587,213            512,011
       Non-cash compensation charge related
          to stock options                                        --               29,448              3,091
       Loss (Gain) on disposal of assets                       (12,800)             3,030             13,417
       Deferred income taxes                                   151,000           (111,000)            85,000
       CHANGES IN ASSETS AND LIABILITIES:
          Decrease (Increase) in accounts receivable           913,561           (229,569)          (199,963)
          Decrease (Increase) in
                  inventories                                2,297,688         (3,076,790)          (203,218)
          Decrease (Increase) in prepaid and
                 deferred expenses                               2,488            (13,944)            (3,984)
             Increase in refundable income taxes              (267,599)              --                 --
          Increase (Decrease) in trade
             accounts payable                                 (495,075)           313,195            208,353
          Increase (Decrease) in accrued payroll and
             related expenses                                 (551,011)           155,603             20,592
             Increase (Decrease) in other
             accrued expenses                                 (288,731)           118,682           (426,545)
          Increase (Decrease) in accrued
             income taxes                                      (35,744)          (216,420)           (83,758)
                                                           -------------------------------------------------

                 Total Adjustments                           2,380,092         (2,440,552)           (75,004)
                                                           -------------------------------------------------

                 Net Cash Provided by
                    (Used in) Operating
                       Activities                          $ 3,339,967        $  (646,322)       $ 1,481,299
                                                           =================================================
</TABLE>


--------------------------------------------------------------------------------


                                      F-8
<PAGE>   26



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              HICKOK INCORPORATED
                       SEPTEMBER 30, 1996, 1995 AND 1994

1. NATURE OF OPERATIONS

Hickok Incorporated and its wholly-owned domestic subsidiary ("Company")
operate in one major business segment: The development and manufacture of
measuring, indicating, instrumentation and control products, fastening systems
and related engineering services for the transportation industry. As an
extension of the sales of automotive electronic test equipment, the Company also
provides technical training programs in the proper use of the equipment for some
of its automotive technician customers. The Company serves the automotive,
marine, locomotive and general aviation markets predominately in North America.
The Company also makes sales to international customers on a worldwide basis.
Sales in the Company's principal product classes, as a percent of consolidated
sales, are as follows:

<TABLE>
<CAPTION>
                  Product Classes                                         1996         1995       1994
                  ---------------                                         ----------------------------
<S>                                                                       <C>          <C>         <C>  
                  Automotive Test Equipment                               52.2%        35.7%       48.1%
                  Diagnostic/Training                                     18.3         19.6        29.2
                  Fastening Systems                                       19.2         37.3        11.8
                  Other Product Classes                                   10.3          7.4        10.9
                                                                         ------------------------------

                  Total                                                  100.0%       100.0%      100.0%
                                                                         ==============================
</TABLE>

Current operating properties consist of a manufacturing plant in
Greenwood, Mississippi; a training and publishing facility in Farmington Hills,
Michigan; and a corporate headquarters, marketing and product development
facility in Cleveland, Ohio.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION:

The consolidated financial statements include the accounts of Hickok
Incorporated and its wholly-owned domestic subsidiary. Significant intercompany
transactions and balances have been eliminated in the financial statements.

CONCENTRATION OF CREDIT RISK:

The Company sells its products and services primarily to customers in the United
States and to a lesser extent overseas. The Company extends normal credit terms
to its customers. Customers in the automotive industry (primarily original
equipment manufacturers) comprise 91% of outstanding receivables at September
30, 1996 (91% in 1995). Sales to individual customers in excess of 10% of total
sales approximated $13,600,00 and $5,000,000 (1996), $14,600,000 and $10,900,000
(1995), $14,500,000 and $2,700,000 (1994). The Company establishes an allowance
for doubtful accounts based upon factors surrounding the credit risk of specific
customers, historical trends and other information.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS:

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
may affect the reported amounts of certain assets and liabilities and disclosure
of contingencies at the date of the financial statements, and the reported
amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.


--------------------------------------------------------------------------------

                                      F-9
<PAGE>   27


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



REVENUE RECOGNITION:

The Company records sales as manufactured items are shipped to customers.
Revenue from development contracts is recognized as earned under terms of the
contracts. The Company warrants certain products against defects for periods
ranging form 12 to 36 months. Charges against income for warranty expense and
sales returns and allowances were immaterial during each of the three years in
the period ending September 30, 1996.

PRODUCT DEVELOPMENT:

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

INVENTORIES:

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

<TABLE>
<CAPTION>
                                                            1996               1995
                                                      ----------------------------------------
<S>                                                   <C>                        <C>          
Raw materials and component parts                     $   2,182,723              $   2,488,711
Work-in-process                                           1,316,622                  2,651,577
Finished products                                         1,413,513                  1,780,904
                                                      ----------------------------------------
                                                      $   4,912,858              $   6,921,192
                                                      ========================================
</TABLE>

PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment are carried at cost. Maintenance and repair costs
are expensed as incurred. Additions and betterments are capitalized.

The depreciation policy of the Company is generally as follows:

<TABLE>
<CAPTION>
                  CLASS                           METHOD                RATE
             -------------------------------------------------------------------
<S>                                            <C>                   <C>
             Buildings                         Straight-line         2-1/2 to 4%
             Machinery and equipment           Straight-line         8 to 33-1/3%
             Tools and dies                    Straight-line           33-1/3%
</TABLE>

Depreciation amounted to $619,382 (1996), $575,213 (1995) and $504,011 (1994).

INTANGIBLE ASSETS:

Deferred charges represent software implementation costs and are being amortized
over 3 years. Goodwill is being amortized on a straight-line basis over 15
years.

INCOME TAXES:

Effective October 1, 1993, the Company adopted the provisions of Financial
Accounting Standards Board Statement No. 109, "Accounting for Income Taxes." The
cumulative effect of the adoption was immaterial and is included in the 1994
deferred income tax provision.

INCOME PER COMMON SHARE:

Income per common share information is computed on the weighted average number
of shares outstanding during each period. All per share amounts on the
consolidated income statement have been retroactively adjusted to reflect the
100% share dividend. For the years presented, stock options have an immaterial
dilutive effect.


--------------------------------------------------------------------------------


                                      F-10
<PAGE>   28

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


CASH AND EQUIVALENTS:

For purposes of the Statement of Cash Flows, the Company considers all highly
liquid debt instruments purchased with a maturity of three months or less to be
cash equivalents. From time to time the Company maintains cash balances in
excess of the FDIC limits.

RECLASSIFICATIONS:

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

3. SHORT-TERM FINANCING

The Company has an unsecured credit agreement of $5,000,000 which matures in
February, 1997 with interest at the bank's prime commercial rate with a LIBOR
option. The agreement includes covenants with which the Company has complied. In
addition, a supplemental $2,000,000 was provided on the same terms and
conditions, except that the supplemental amount matures in December, 1996. The
weighted average interest rate on short-term financing was 8.40% (1996), 8.84%
(1995), and 7.00% (1994).

4. LEASES

The Company leases a facility and certain equipment under operating leases
expiring through October 1999.

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

<TABLE>
<CAPTION>
<S>                                       <C>        
                              1997        $    89,384
                              1998             62,903
                              1999             46,764
                              2000              2,608
                                          -----------
                              Total       $   201,659
                                          ===========
</TABLE>

Rental expense under these commitments was$264,499 (1996), $266,106 (1995) and
$230,297 (1994).

A facility held under a capital lease has a net book value of $35,000 at
September 30, 1996. Future minimum lease payments which extend through 2061 are
immaterial.

5. CAPITAL STOCK, TREASURY STOCK, AND CONTRIBUTED CAPITAL

On February 23, 1995, the number of authorized shares of Class A and Class B
common stock was increased to 3,750,000 from 1,000,000 and 1,000,000 from
295,980, respectively. On April 10, 1995, the Company distributed to
stockholders of record on March 10, 1995, a 2-for-1 stock split in the form of a
100% share dividend of Class A and Class B common stock. One share of Class A
common stock was issued for each share of Class A outstanding and one share of
Class B common stock was issued for each share of Class B outstanding.

All 1994 per share amounts on the consolidated income statement have been
retroactively adjusted for the stock dividend. Additionally, an amount equal to
the $1.00 par value of the combined Class A and Class B common stock ($598,455)
has been transferred from retained earnings to common stock ($368,742 to Class A
common stock and $229,713 to Class B common stock).

Unissued shares of Class A common stock (526,716 and 506,616 shares in 1996 and
1995 respectively) are reserved for the share-for-share conversion rights of the
Class B common stock and stock options under the Employee Plans and the
Directors Plan. The Class A shares have one vote per share and the Class B
shares have three votes per share, except under certain circumstances such as
voting on voluntary liquidation, sale of substantially all the assets, etc.
Dividends up to $.10 per year, noncumulative, must be paid on Class A shares
before any dividends are paid on Class B shares.


--------------------------------------------------------------------------------


                                      F-11
<PAGE>   29

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED



The Company purchased Class B common stock (4,560 and 16,107 shares in 1995 and
1993, respectively) for Treasury for approximately $443,000 from the Estate of
Robert D. Hickok, completing an obligation under a Section 303 Stock Redemption
agreement.

6. STOCK OPTION PLANS

The Company's Key Employees Stock Option Plan and the 1995 Key Employees Stock
Option Plan (collectively the "Employee Plans") provide the authority to the
Compensation Committee of the Board of Directors to grant options to Key
Employees to purchase up to 120,000 Class A shares. The options are exercisable
for up to 10 years. Incentive stock options are available at an exercise price
of not less than market price on the date the option is granted. However,
options available to an individual owning more than 10% of the Company's Class A
shares at the time of grant must be made at a price of not less than 110% of the
market price. Nonqualified stock options may be issued at such exercise price
and on such other terms and conditions as the Compensation Committee may
determine. No options may be granted at a price less than $2.925. Non-cash
compensation expense related to stock option plans was $ 29,448 (1995) and $
3,091 (1994). All options granted under the Employee Plans are exercisable at
September 30, 1996.

On February 23, 1995, the Board of Directors adopted, and shareholders
subsequently approved at the Company's Annual meeting held on February 21, 1996
the 1995 Outside Directors Stock Option Plan (the "Directors Plan"). The
Directors Plan provides for the automatic grant of options to purchase up to
30,000 shares of Class A common stock over a five year period to members of the
Board of Directors who are not employees of the Company, at the fair market
value on the date of grant. All options granted under the Directors Plan become
fully exercisable on February 23, 1999.

A summary of stock option activity is as follows:

<TABLE>
<CAPTION>
                                                                                               Number of Shares
                                                                                         ----------------------------
                                                                OPTION PRICE
EMPLOYEE PLANS:                                                   PER SHARE               1996                  1995
                                                           ----------------------------------------------------------
<S>                                                        <C>                           <C>                   <C>   
Outstanding at beginning of year                           $ 2.925  to   $ 11.75         39,800                33,600
      Granted                                              $ 6.92    to  $ 17.25         14,050                 7,200
      Exercised                                            $ 2.925   to  $  6.92              -                (1,000)
                                                                                         ----------------------------

Outstanding at end of year                                 $ 2.925   to  $ 17.25         53,850                39,800
                                                                                         ============================

Directors Plan:
Outstanding at beginning of year                           $ 16.125                      12,000                     -
      Granted                                              $ 16.125  to  $ 18.00          6,000                12,000
      Exercised                                            $    -                             -                     -
                                                                                         ----------------------------

Outstanding at end of year                                 $16.125   to  $ 18.00         18,000                12,000
                                                                                         ============================
</TABLE>



--------------------------------------------------------------------------------


                                      F-12
<PAGE>   30


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

7. INCOME TAXES

A reconciliation of the provision for income taxes to the statutory Federal
income tax rate is as follows:

<TABLE>
<CAPTION>
                                                        1996               1995                  1994
                                                    ---------------------------------------------------
<S>                                                 <C>                 <C>                 <C>        
Income before income taxes                          $ 1,437,875         $ 2,770,230         $ 2,574,303
Statutory rate                                               34%                 34%                 34%
                                                    ---------------------------------------------------

                                                        488,878             941,878             875,263

State and local taxes, net of federal tax                86,460             141,900             115,500
Non-deductible expenses                                  36,900              26,530               7,970
Income not subject to tax                                  --                (3,230)            (15,606)
Research and development credit                         (38,000)           (132,000)               --
Adjustment of previous years' tax overaccrual           (96,000)               --                  --
Other                                                      (238)                922              34,873
                                                    ---------------------------------------------------

                                                    $   478,000         $   976,000         $ 1,018,000
                                                    ===================================================
</TABLE>

Changes in deferred income taxes which relate to temporary differences in
the recognition of revenue and expenses for tax and financial reporting purposes
are as follows:
<TABLE>
<CAPTION>
                                                          1996               1995              1994
                                                    -------------------------------------------------

<S>                                                 <C>               <C>                 <C>        
      Inventory costing                             $   65,700          $     (85,700)      $   16,000
      Warranty reserve                                  49,000                      -                -
      Other                                             36,300                (25,300)          69,000
                                                    --------------------------------------------------

                                                    $  151,000          $    (111,000)     $    85,000
                                                    ==================================================
</TABLE>



Deferred tax assets (liabilities) consist of the following:

<TABLE>
<CAPTION>
                                                          1996              1995
                  Current:
<S>                                                 <C>              <C>         
                      Inventories                   $    31,300      $     97,000
                      Warranty reserves                       -            49,000
                      Accrued liabilities               112,700           132,000
                                                    -----------------------------
                                                        144,000           278,000

                  Noncurrent:
                      Depreciation                     (175,600)         (159,000)
                      Other                                (400)                -
                                                    -----------------------------
                                                       (176,000)         (159,000)
                                                    -----------------------------
                  Total                             $   (32,000)     $    119,000
                                                    =============================
</TABLE>

Deferred tax asset balances are included in "prepaid and deferred expenses."


--------------------------------------------------------------------------------



                                      F-13
<PAGE>   31


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

8. EMPLOYEE BENEFIT PLANS

The Company has a formula based profit sharing bonus plan for officers and key
employees. The bonus is determined by the Compensation Committee of the Board of
Directors after considering such factors as salary, length of service and merit.
The maximum individual distribution is 50% of the distributee's salary. For
fiscal years ended September 30, 1996, 1995 and 1994, approximately $98,000,
$456,000 and $447,000, respectively, were expensed.

The Company has a 401(k) Savings and Retirement Plan covering all full-time
employees. Company contributions to the plan, including matching of employee
contributions, are at the Company's discretion. For fiscal years ended September
30, 1996, 1995 and 1994, approximately $27,600, $27,300 and $26,000,
respectively, were contributed to the plan. The Company does not provide any
other post retirement benefits to its employees.

The Company has a deferred compensation plan which permits selected management
and highly compensated employees to make tax deferred contributions in the form
of salary reductions instead of, or in addition to, contributions made by them
under the 401(k) Savings and Retirement Plan. During 1996, $86,038 was allocated
by the participants to this plan and is included in "Accrued Payroll and Related
Expenses."

9. ACQUISITIONS

On January 31, 1996, the Company purchased certain assets of Maradyne
Corporation's Beacon Gage Division for $647,103 which has been accounted for
under the purchase method of accounting. The purchase consisted of inventory
($289,354), machinery and equipment ($257,749), and goodwill ($100,000).
Goodwill will be amortized over 15 years.

On February 4, 1994, the Company purchased certain assets of Allen-Bradley
Company, Inc.'s Fastening Systems Line for $730,675 which also was accounted for
under the purchase method of accounting. The purchase consisted of inventory
($461,092), machinery and equipment ($239,974), goodwill ($180,000) and
assumption of liabilities ($150,391). Goodwill will be amortized over 15 years.

Operations of the Beacon Gage Line and the Fastening Systems Line have been
included in the statement of income from their respective dates of acquisition.
The pro forma effects of the acquisitions on prior years operations are not
determinable.


--------------------------------------------------------------------------------


                                      F-14


<PAGE>   32

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

                  Not Applicable.

                                    PART III
                                    --------

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

                  The information required by this Item 10 as to the Directors
of the Company is incorporated herein by reference to the information set forth
under the caption "Information Concerning Nominees for Directors" in the
Company's definitive Proxy Statement for the Annual Meeting of Shareholders to
be held on February 19, 1997, since such Proxy Statement will be filed with the
Securities and Exchange Commission not later than 120 days after the end of the
Company's fiscal year pursuant to Regulation 14A. Information required by this
Item 10 as to the Executive Officers of the Company is included in Part I of
this Annual Report on Form 10-K.

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

                  The information required by this Item 11 is incorporated by
reference to the information set forth under the caption "Executive
Compensation" in the Company's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on February 19, 1997, since such Proxy Statement will
be filed with the Securities and Exchange Commission not later than 120 days
after the end of the Company's fiscal year pursuant to Regulation 14A.

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

                  The information required by this Item 12 is incorporated by
reference to the information set forth under the captions "Principal
Shareholders" and "Share Ownership of Directors and Officers" in the Company's
definitive Proxy Statement for the Annual Meeting of Shareholders to be held on
February 19, 1997, since such Proxy Statement will be filed with the Securities
and Exchange Commission not later than 120 days after the end of the Company's
fiscal year pursuant to Regulation 14A.

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

                  The information required by this Item 13 is incorporated by
reference to the information set forth under the caption "Transactions with
Management" in the Company's definitive Proxy Statement for the Annual Meeting
of Shareholders to be held on February 19, 1997, since such Proxy Statement will
be filed with the Securities and Exchange Commission not later than 120 days
after the end of the Company's fiscal year pursuant to Regulation 14A.

                                       18

<PAGE>   33

                                     PART IV
                                     -------

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON REPORT 8-K
----------------------------------------------------------------------------

(a)     (1)       Financial Statements
                  --------------------

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

                                                                           Page
                                                                           ----

         Report of Independent Auditors...................................  F-1
         Consolidated Balance Sheet - As of
                  September 30, 1996 and 1995.............................  F-2
         Consolidated Statement of Income - Years
                  Ended September 30, 1996, 1995 and 1994.................  F-4
         Consolidated Statement of Stockholders'
                  Equity - Years Ended September 30, 1996,
                  1995 and 1994...........................................  F-5
         Consolidated Statement of Cash Flows -
                  Years Ended September 30, 1996, 1995
                  and 1994................................................  F-7
         Notes to Consolidated Financial Statements.......................  F-9

(a) (2)  Financial Statement Schedules
         -----------------------------

The following Consolidated Financial Statement Schedules of the Registrant and
its subsidiaries are included in Item 14 hereof.

                                                              Sequential Page
                                                              ---------------

Report of Independent Auditors as to Schedules........................40
Schedule VIII-Valuation and Qualifying Accounts.......................41
Schedule IX-Short-term Borrowings.....................................42

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

(a)     (3)       Exhibits
                  --------

Reference is made to the Exhibit Index set forth herein.

(b)     There were no reports filed on Form 8-K during the quarter ended
September 30, 1996.

                                       19

<PAGE>   34


                                   SIGNATURES
                                   ----------

                  Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized at
Cleveland, Ohio this 18th day of December, 1996.

                            HICKOK INCORPORATED

                            By: /s/ Robert L. Bauman
                              ----------------------------------
                                  Robert L. Bauman,
                                  Chairman, President and
                                  Chief Executive Officer

                  Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities indicated and on the 18th day of December,
1996:

Signature:                                         Title
----------                                         -----

 /s/ Robert L. Bauman                   Chairman, President and
------------------------------          Chief Executive Officer
Robert L. Bauman                        (Principal Executive Officer)

 /s/ Eugene T. Nowakowski               Chief Financial Officer
------------------------------          (Principal Financial and
Eugene T. Nowakowski                    Accounting Officer)

 /s/ Thomas H. Barton                   Director
------------------------------
Thomas H. Barton

 /s/ Harry J. Fallon                    Director
------------------------------
Harry J. Fallon

 /s/ T. Harold Hudson                   Director
------------------------------
T. Harold Hudson

 /s/ George S. Lockwood, Jr.            Director
------------------------------
George S. Lockwood, Jr.

 /s/ Michael L. Miller                  Director
------------------------------
Michael L. Miller

 /s/ Janet H. Slade                     Director
------------------------------
Janet H. Slade

<PAGE>   35

<TABLE>
<CAPTION>
                                  Exhibit Index
                                  -------------

    Exhibit No.:                      Document                                   Page
    ------------                      --------                                   ----

        <S>     <C>                                                                <C>
        3(a)     Articles of Incorporation and Code of Regulations.                *
                 

        3(b)     Amendment to Articles of Incorporation (incorporated herein by
                 reference to the Company's Annual Report on Form 10-K for the
                 fiscal year ended September 30, 1995).

        10(a)    Form of Section 303 Stock Redemption Agreement by and between
                 the Company and Robert D. Hickok (incorporated herein by
                 reference to the Company's Annual Report on Form 10-K for the
                 fiscal year ended September 30, 1988).

        10(b)    Loan Agreement dated as of May 20, 1991 by and between the
                 Company and Huntington National Bank (incorporated herein by
                 reference to the Company's Annual Report on Form 10-K for the
                 fiscal year ended September 30, 1991).

        10(c)    First Amendment to Credit and Security Agreement, dated as of
                 February 28, 1992, by and between the Company and Huntington
                 National Bank (incorporated herein by reference to the
                 Company's Annual Report on Form 10-K for the fiscal year ended
                 September 30, 1992).

        10(d)    Second Amendment to Credit and Security Agreement, dated as of
                 February 28, 1993, by and between the Company and Huntington
                 National Bank (incorporated herein by reference to the
                 Company's Annual Report on Form 10-K for the fiscal year ended
                 September 30, 1993).

        10(e)    Third Amendment to Credit and Security Agreement, dated as of
                 February 28, 1994, by and between the Company and Huntington
                 National Bank (incorporated herein by reference to the
                 Company's Quarterly Report on Form 10-Q for the fiscal quarter
                 ended March 31, 1994).

        10(f)    Fourth Amendment to Credit and Security Agreement, dated as of
                 January 13, 1995, by and between the Company and Huntington
                 National Bank (incorporated herein by reference to the
                 Company's Annual Report on Form 10-K for the fiscal year ended
                 September 30, 1995).

        10(g)    Fifth Amendment to Credit and Security
</TABLE>

                                  E-1

<PAGE>   36
<TABLE>
<CAPTION>
<S>              <C>                                                               <C>
                 Agreement, dated as of February 28, 1996 by and between the
                 Company and Huntington National Bank (incorporated herein by
                 reference to the Company's Quarterly Report on Form 10-Q for
                 the fiscal quarter ended March 31, 1996).

          11     Computation of Net Income Per Common Share.                        37

          22     Subsidiaries of the Registrant (incorporated herein by
                 reference to the Company's Annual Report on Form 10-K for the
                 fiscal year ended September 30, 1993).

          23     Consent of Independent Auditors.                                   38
<FN>
--------------

* Reference is made to the Company's basic documents filed as Exhibits 3(a) and
3(b) to the Company's Registration Statement on Form S-1, dated September 1,
1959, as supplemented by Amendments 1 and 2 thereto, dated respectively October
15, 1959, and October 19, 1959 (the October 15, 1959 amendment containing an
Amendment to Articles of Incorporation, dated September 29, 1959) and such
exhibits are hereby incorporated by reference herein.
</TABLE>

                                      E-2


<PAGE>   37


                  The following pages contain the Consolidated Financial
                  Statement Schedules as specified for Item 14(a)(2) of
                  Part IV of Form 10-K.


<PAGE>   38



           REPORT OF INDEPENDENT AUDITORS AS TO CONSOLIDATED SCHEDULES
           -----------------------------------------------------------

To the Shareholders and Board of Directors
Hickok Incorporated
Cleveland, Ohio

We have audited the consolidated financial statements of HICKOK INCORPORATED
(the "Company") as of September 30, 1996 and 1995, and for each of the three
years in the period ended September 30, 1996, and have issued our report thereon
dated November 19, 1996; such consolidated financial statements and report are
included in Part II, Item 8 of this Form 10-K. Our audits also included the
consolidated financial statement schedules ("schedules") of the Company listed
in Item 14 (a)(2). These schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion based on our audits. In
our opinion, such schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

MEADEN & MOORE, Ltd.
Certified Public Accountants

December 19, 1996
Cleveland, Ohio


<PAGE>   39




                               HICKOK INCORPORATED

                               SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
<CAPTION>

          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, 1994
                                                           ------------------------------

<S>                                        <C>             <C>       <C>       <C>     <C>        <C>       <C>         <C>        
  Reserve for doubtful accounts            $    15,000     $   1,519 (1)       $     72 (2)       $   1,591 (3)       $    15,000

  Reserve for inventory obsolescence       $         -     $  36,729           $     -            $  36,729 (5)       $         -

  Reserve for warranty claim (4)           $         -     $       -           $     -            $       - (4)       $         -

                                                           Year Ended September 30, 1995
                                                           -----------------------------

  Reserve for doubtful accounts            $    15,000     $     361  (1)      $    463 (2)         $     824 (3)     $    15,000

  Reserve for inventory obsolescence       $         -     $ 142,783           $       -            $  82,583 (5)     $    60,200

  Reserve for warranty claim (4)           $         -     $       -           $       -            $       -         $         -

                                                           Year Ended September 30, 1996
                                                           -----------------------------

  Reserve for doubtful accounts            $    15,000     $    2,562 (1)      $     409 (2)        $   2,971 (3)     $    15,000

  Reserve for inventory obsolescence       $    60,200     $  264,138          $       -            $ 248,513 (5)     $    75,825

  Reserve for warranty claim (4)           $         -     $        -          $       -            $       -         $         -

<FN>

(1)  Classified as bad debt expense.
(2)  Recoveries on accounts charged off in prior years.
(3)  Accounts charged off during year as uncollectible.
(4)  Reserve classified as an offset to a certificate of deposit of
     $142,995 in current assets which collateralized a related bank guaranteed
     letter of credit. The certificate was cashed in during fiscal 1993.
(5)  Inventory charged off during the year as obsolete.
</TABLE>


<PAGE>   40






                                                          HICKOK INCORPORATED

                                             SCHEDULE IX - SHORT-TERM BORROWINGS
<TABLE>
<CAPTION>

        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 Rate During
  Category of Aggregate            End of         Interest               During the          During the         the Period (3)
  Short-term Borrowings            Period           Rate                   Period              Period         --------------------
  ---------------------         -----------      -----------           --------------      --------------

                                                   Year Ended September 30, 1994
                                                   -----------------------------

    <S>                         <C>                  <C>               <C>                 <C>                        <C>  
    Note Payable to Bank (1)    $ 1,230,000          7.00%             $    1,550,000      $  365,836 (2)             7.26%


                                                   Year Ended September 30, 1995
                                                   -----------------------------

    Note Payable to Bank (1)    $ 3,510,000          8.84%             $    3,510,000      $1,353,000 (2)             9.92%


                                                   Year Ended September 30, 1996
                                                   -----------------------------

    Note Payable to Bank (1)    $ 1,375,000          8.40%             $    3,835,000      $1,595,000 (2)             8.58%

<FN>
(1) Note payable to bank represents borrowings under a line-of-credit which has
    no termination date but is reviewed annually for renewal.

(2) The average amount outstanding during the period was computed by dividing
    the total of daily outstanding principal balances by 365.

(3) The weighted average interest rate during the period was computed by
    dividing the actual interest by the average short-term debt outstanding.
</TABLE>