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

FORM   10-K/A

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

For the fiscal year ended September      30, 2002

OR

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

For the transition period from      Not Applicable to Not Applicable

Commission   file number: 0-147

**HICKOK INCORPORATED**

(Exact   name of registrant as specified in its charter)

**
**Ohio**

**34-0288470**

(State 				or      other jurisdiction of incorporation or organization)

(I.R.S. 				Employer      Identification No.)

**10514 				Dupont      Avenue, Cleveland, Ohio**

**44108**

(Address 				of      principal executive offices)

(Zip 				Code)
**

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

Securities   registered pursuant      to

Section   12(b) of the Act:NONESecurities     registered   pursuantto 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 of1934    during  the preceding 12 months (or for such shorter period that theregistrant    was  required to file such reports), and (2) has been subjectto such filing    requirements  for the past 90 days. **Yes [X] No[ ]**

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/Aor  any amendment   to this Form 10-K/A.**[X]**

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

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

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

Table 	of Contents

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

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

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

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

**PART         		IV.**
ITEM 14. CONTROLS      AND PROCEDURESITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,  AND   REPORTS  ON REPORT 8-KSIGNATURESEXHIBIT 	INDEXREPORT OF INDEPENDENT AUDITORS ASTO  CONSOLIDATED        SCHEDULESSCHEDULE VIII - VALUATION AND QUALIFYING   ACCOUNTSSCHEDULE IX - SHORT-TERM BORROWINGS

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**PART         I**

**ITEM 1. DESCRIPTION OF BUSINESS**

General       Development   of Business

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

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

Until the mid 1980's         Hickok was known primarily for its ability to develop and manufacture     electronic    instruments for electronic servicers, precision indicating    instruments for   aircraft, locomotive, and industrial applications,and    electronic teaching    systems for vocational schools. For the pastseventeen    years the Company   has used this expertise to develop and manufactureelectronic    diagnostic  tools and equipment used by automotive techniciansin the automotive    market.  This is now the Company's largest businesssegment.

The Company hasmade   three acquisitions in the last nine fiscal years as part of a strategic       program  to expand both its customer base and its productline utilizing     its  existing expertise. A new  product family, primarily for the automotive     market,  was added in February, 1994 when the Company acquired the fastening     systems  business from Allen-Bradley  Company, Inc. The fastening systems     business  was fully integrated into Hickok's  operations by June 1994.  This   business  provides computerized equipment to  control tools thattighten    threaded fasteners  on cars, trucks, and heavy equipment to enablehigh  quality  joint control.  Until recently when other customers were added, General Motors  was the primary  customer for these systems.

In January 1996 the Company added       new products   and customers within the indicating instrumentationarea     with  the acquisition   of the Beacon Gage Division of  MaradyneCorporation.     Beacon  Gage  manufactures  specialty pressure gauges forrailroads and   transit  cars.  The  gauge business  was fully integratedinto Hickok's  operations  by May  1996.

In February 1998       the   Company added new products and customers within the automotive  aftermarket     with the acquisition   of Waekon Industries, a privately owned company  in   Kirkwood, Pennsylvania.   Waekon manufactured a variety  of testing equipment   used by automotive technicians. The Waekon nameis  used   by the Company  as a trademark to market its products to technicians in the   automotive aftermarket. For cost reduction   purposes the Company closed its manufacturing facility in Kirkwood, Pennsylvania   in July 2000 and moved all production   of Waekon products to the Company's manufacturing facility in Greenwood,   Mississippi. The Company incurred a restructuring charge of $434,015 which was recouped by accompanying cost reductionsby  the end of fiscal 2001.

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

Operating       Segment Information

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

Indicators       and Gauges

For over seventy       years   the Company has developed and manufactured  precision indicating      instruments  used in aircraft, locomotives and other applications.In   recent    years the  Company has specialized in aircraft and locomotivecockpit  instruments.    Within  the aircraft market, instruments are soldprimarily  to manufacturers    of business and pleasure aircraft. Withinthe locomotive  market, indicators    are sold to both original equipmentmanufacturers and  to operators of railroad     equipment. The Company  addedpressure gauges  to its offerings to locomotive     customers in 1996. Indicators and gauges  represented approximately  15%    of the Company's sales forfiscal 2002 and for fiscal 2001. A new grouping     of products, DIGILOGInstruments, were certified with the FAA during fiscal      2002. The DIGILOGinstrument is a customizable indicator that is a combination      analog/digitalindicator  for the aircraft market. It can be adapted to   display   a widevariety of aircraft parameters. The Company expects these   instruments to have broad  appeal in the aircraft retrofit market, a new   market forthe  Company.

Automotive       Diagnostic   Tools and Equipment

In the mid 1980's       the   Company began to concentrate on designing and marketing instruments       used  to diagnose automotive electronic systems. These products were  initially     sold to Ford Motor Company but are now sold both to Fordand   to the aftermarket     using jobbers,wholesalers and mobile distributors.  The Company increased    its aftermarket business with the acquisition,in  February 1998, of Waekon    Industries, a manufacturer of a variety oftesting  equipment used by automotive    technicians. Leveraging on thisacquisition,  the Company has designed and    introduced a number of newproducts that increased product offerings in  the  Waekon product line significantly.The acquisition added new distribution    resources and new products forthe American aftermarket market coverage.   Additional distribution resources have been added since the acquisition and  the Company now has full North American aftermarket market coverage. The aftermarket currently accountsfor approximately 53% of automotive diagnostic  and specialty tool sales.In fiscal 2001 it represented approximately 39%.  As a whole, automotivediagnostic tools and equipment represented approximately   85% of the Company'ssales for fiscal 2002 and for fiscal 2001.

Fastening control       systems   are some of the automotive products sold by the Company.The    product   category resulted   from the acquisition of the fasteningsystems    business   from Allen-Bradley in February 1994.   Fastening instrumentation    is used  to monitor and control pneumatic and electric   tools that tighten    threaded  fasteners   in order to provide high quality joint controland    documentation.  The equipment   and software, especially large   networked   systems, have historically been sold primarily to General Motors.   With  the introduction of products such as the pulse tool control and Windowsbased   user station software the  Company has begun to expand its customerbase  to include tool distributors   and heavy equipment manufacturers. Recently  single spindle air and pulse  tool controls, first introduced in 1999,have   become an important product  grouping that is expanding the Company'spenetration    into heavy equipment  manufacturers.

New products are       an   important part of the marketing package that enables growth in the    aftermarket.    The Company maintains a substantial engineering staff skilled    in electronic    and packaging design and in diagnosing vehicle systems.   In late fiscal 2001   and in fiscal 2002 the Company introduced seven new   products. Two actually   included a family of items considered a single product.  The Company determined   to use the Waekon brand forproducts  that are primarily   expected to sell  to the individual technician.It established   a new brand,   Waekon/Hickok,  for products primarily targetedtoward shop   purchase. The   Hickok brand is  used for shop type productsthat concentrate   on high-level   diagnostics technologies    generallysingle OEM focused.   Three products,   two of them product families,were introduced using  the Waekon brand during  fiscal 2002. Three products   branded Waekon/Hickok   and one branded Hickok  were introduced. One ofthe   Waekon products, the   EFI Probe (Electronic  Fuel Injector Quick Probe)won   the prestigious Motor  Magazine Top Twenty  Tools Award for 2002.

Packaging,       sales collateral   for both users and sales channels, and field support     have  become an important   element of the "product packages" the Company     offers.  In the past several   years the Company has increased its skills     in these  disciplines and now offers  greatly enhanced "product packages"     as compared  to the requirements for OEM  sales. The "product packages"   include  extensive  use of the Internet for product  technical details, sales  support,  customer  communications, and product registration.  During fiscal  2003 the  Company  will be adding to this capability includingautomated    sales lead  processing  and reporting, business to businesscapability  for  representatives  and distributors,  and several other electronicinitiatives     designed to enable further penetration  of the aftermarket.

NGS is a diagnostic         tool primarily used on Ford vehicles to diagnose electronic systems.    This     unit and software upgrades for the unit represent over 38% of the   Company's     sales. The Flash Kit, an accessory for the NGS Tester, was  introduced in   late fiscal 2000. The unit reprograms  a Ford automobile's   PCM (Powertrain   Control Module) which is the "brain" of the car. PCMupdates   are released   periodically by Ford to improve engine performance.Because     of Federal  mandates, the aftermarket must have access to thesame capabilities     Ford  offers their dealerships. The NGS unit providesaftermarket shops   the   same  capability dealerships have for diagnosingand servicing vehicles.   In  addition,  the Flash kit enables a shop toreprogram a PCM to factory   specifications.    This capability includesthe ability to program transponder   keys for security    systems on thevehicles. The Company offers a version   of NGS to the locksmith    industryspecifically for this purpose.

The Company is introducing         two new versions of NGS for the aftermarket, in the first quarter of   fiscal     2003, that offer enhanced capability for both vehicle technicians    and locksmiths.    In addition, four more products are in final stages of   marketing and introduction    package development. These products will be   announced during the second  quarter  of fiscal 2003. Several otherproducts   are in various stages of design and  are planned for introductionin the  second half of the year. The Company believes these product introductions   along with revenue growth of the products introduced last year will have  a positive influence on customers recognition of the various product brands   and further penetration of sales channels to the aftermarket.

Sources       and Availability   of Raw Materials

Raw materials essential         to the business are acquired from a large number of United States of   America     manufacturers and some materials are now purchased fromEuropean   and South     East Asian sources. Materials acquired from theelectronic  components industry    include transistors, integrated circuits,resistors,  capacitors, switches,    potentiometers, microcontrollers, andother passive  parts. Fabricated metal    or plastic parts are generallypurchased from local suppliers or manufactured    by the Company from rawmaterials. In general, the required materials are    available, if orderedwith sufficient lead times, from multiple sources  at  current prices.

Importance       of Patents,   Licenses, Franchises, Trademarks and Concessions

The Company presently         has several patents and patent applications that relate to certain  of   its    products. It does not consider that any one patent or groupof  patents    is material to the conduct   of its business as a whole. Itbelieves  that    its position in the industry   is dependent upon its presentlevel  of engineering     skill, research, sales relationships,   productiontechniques   and service     rather than upon its ownership of patents. Otherthan the   names "Hickok"    and "Waekon", the Company does not have anymaterial licenses,     trademarks,    franchises or concessions.

Seasonality

The Company believes         that with the growing importance of the automotive aftermarket to its    business    there is a modest seasonality affecting its revenues.Typically    the first    and fourth quarters tend to be weaker than theother two quarters.    Although    there were no such orders in fiscal 2002certain products can    be subject   to large order amounts that are dependentupon customer release    dates. As   a result any seasonality aspect to revenues  can be overwhelmed    by delivery   of these large orders and operatingresults  can fluctuate  widely  from quarter    to quarter. There were severalsuch  order completions  in fiscal 2001 that    had an influence on quarterlyresults.

Practices       Relative   to Working Capital Items

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

Dependence       on Single   or Few Customers

During the fiscal       year   ended September 30, 2002, sales to Ford and General MotorsCorporation        accounted for approximately   24% and 9% respectivelyof the   consolidated        sales of the Company. This compares with 33%and 12% respectively   during      the prior fiscal year. The Company hasno long-term contractual  relationships      with either Ford   or GeneralMotors, and the loss of business from either      one without a corresponding  increase in business from new or  existing     customers would have a material adverse effect on the Company.

Backlog

At September 30,       2002,   the unshipped customer order backlog totaled $1,580,000 incontrast       to $1,850,000 at September   30, 2001 and $4,640,000 at September30,   2000.    The decrease in fiscal 2002   is primarily due to lower orders for  indicators    and gauges of $233,000. The decrease   in fiscal 2001was due  to lower orders   for indicators and gauges, automotive   diagnostic  products,  and fastening   control products.

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. The amount   of revenue  derived from Government contracts is currently minimal and not   material.

Competitive       Conditions

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

Research       and Development   Activities

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

Compliance       with Environmental   Provisions

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

Numberof Persons   Employed

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

Financial Information       Concerning Foreign and   Domestic Operations and Export Sales

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

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**ITEM 2. DESCRIPTION OF PROPERTIES**

As of December 1, 2002 the Company      had facilities   in the United States of America as shown below:

| **LOCATION**                   | **SIZE**          | **DESCRIPTION**                                                                                                                                                    | **OWNED 			OR LEASED**                                              |
|--------------------------------|-------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------|
| Cleveland,      			Ohio        | 37,000 			Sq. Ft. | Two-story      			brick   construction; used for corporate administrative 			headquarters,      marketing   and product development with limited 			manufacturing. | Owned                                                               |
|                                |                   |                                                                                                                                                                    |                                                                     |
| Greenwood,      			Mississippi | 63,000 			Sq. Ft. | One-story      			modern   concrete block construction; used for manufacturing 			instruments,      test  equipment, and fastening systems products.               | Leased,      with 			annual renewal options extending through 2061. |
|                                |                   |                                                                                                                                                                    |                                                                     |
|                                |                   |                                                                                                                                                                    |                                                                     |

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**ITEM 3. LEGAL PROCEEDINGS**

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

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

Not Applicable.

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

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

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

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

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**PART         II**

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

a) MARKET INFORMATION

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

The following table sets forth the      range of high and low closing prices for the Registrant's Class A Common     Shares for the periods indicated, which prices reflect inter-dealer prices     without retail markup, markdown or commissions. Data was supplied byNasdaq.

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

b) HOLDERS

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

c) DIVIDENDS

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

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**ITEM 6. SELECTED FINANCIAL DATA**

**FOR   THE YEARS ENDED SEPTEMBER 30**

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

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

Introduction

Until the mid 1980's         Hickok was known primarily for its ability to develop and manufacture     electronic    instruments for electronic servicers, precision indicating    instruments for   aircraft, locomotive, and industrial applications,and    electronic teaching    systems for vocational schools. For the pastseventeen    years the Company   has used this expertise to develop and manufactureelectronic    diagnostic  tools and equipment used by automotive techniciansin the automotive    market.  This is now the Company's largest businesssegment. The Company   currently generates approximately   53% of its revenuefrom designing and   manufacturing diagnostic tools for the automotive aftermarket. These tools   enable automotive service technicians to identify problemsin the rapidly     increasing number of electronics systems in automobiles.

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

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

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

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

The timing of order      releases   in the Company's automotive diagnostic equipment business can    cause wide fluctuations   in the Company's operating results, particularly     on a quarter-to-quarter  basis. Orders for such equipment can be large,   are  subject to customer release,  and may result in substantial variations    in  quarterly sales and earnings. There were no large orders of this nature     in either of the past two fiscal years although previous large orders were     completed in fiscal 2001. A reason for this is the Company's efforts in   recent years to diversify  its customer base. However, in future  years  the  receipt of large orders could result in a significant increase inorder   levels  which may result in substantial variations in quarterlysales and   earnings.  Any foreign sales are  made in United States of AmericaDollars.

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

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

Reportable      Segment   Information

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

Indicators      and Gauges

This segment consists         of products manufactured and sold primarily to companies in theaircraft         and locomotive industry. Within the aircraft market,theprimary customers       are those companies that   manufacture business andpleasure aircraft.    Within   the locomotive market, indictors   and gaugesare sold to both  original   equipment  manufacturers and to operatorsof railroad equipment.

Automotive      Diagnostic   Tools and Equipment

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

Results      of Operations

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

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

Cost of products      sold   in fiscal 2002 was $5,247,825 or 50.6% of net product sales compared      to $8,016,562 or 60.7%   of net product sales respectively   in fiscal   2001.   Cost of products sold during fiscal 2000 was $9,423,727 or  55.8%   of net  product sales. The decrease in the percentage of cost of products   sold to     product sales between fiscal 2002   and fiscal 2001 was due primarily   to a more favorable product mix and manufacturing   cost reductions. The  increase in the percentage of cost of products sold  between fiscal2001 and 2000 was due primarily to product mix as sales of  lower marginautomotive  diagnostic products to the aftermarket and other markets representeda larger  portion of total product sales offset in part by the expense reductionsimplemented    in April 2001. The 2002 cost of products sold percentage isexpected to  continue  in fiscal 2003.

Cost of services      sold   in fiscal 2002 was $1,136,324 or 56.1% of net service sales compared      to $1,470,011 or 71.6%   respectively in fiscal 2001. Cost of services   sold   during fiscal 2000 was   $1,087,177 or 78.6 % of net service sales.   The decrease  in the cost   of services sold as a percentage of net services   sales is due  primarily to  a higher sales volume due to price adjustments   for chargeable  repairs, cost  reductions implemented in April 2001 and lower   warranty related  costs associated  with the automotive diagnostic products.   The decrease in  the cost of services  sold as a percentageof  net service    sales between fiscal 2001 and fiscal 2000 was primarilydue  to a higher  sales  volume coupled with a favorable product mix andexpense  reduction measures  implemented in April 2001 offset in part bya slight increase in warranty  related costs associated with the automotivediagnostic products. The percentage  of cost  of services sold relativeto net service sales is expected to increase slightly  in fiscal 2003.

Product development      expenditures   in fiscal 2002 were $1,874,858 which was 20% lower than   expenditures   of $2,343,684  in fiscal 2001. The dollar decrease is due  primarily to a  full year of expense  reductions implemented in April 2001,  efficiency improvements,   and to cost  savings from the closing of theKirkwood,  Pennsylvania facility.   Product development expenditures in fiscal2001 were $2,343,684 which was   15% lower than expenditures of $2,740,315  in fiscal 2000. This decrease   reflects savings from the closing of theKirkwood,   Pennsylvania facility   and expense reductions implemented inApril 2001.  It  is anticipated that   the amount spent  on product developmentin fiscal  2002 will continue at  current levels in fiscal 2003 while continuingto support the ongoing need  to develop a steady flow of new diagnostic products  for the automotive aftermarket.

Marketing and administrative         expenses amounted to $3,894,173 which was 31.4% of net sales infiscal       2002,   $4,570,170 or 29.9% of net sales in fiscal 2001, and$5,357,063,      or 29.3% of net sales in fiscal   2000. Expenditures infiscal 2002 were     15% lower than fiscal 2001 due to  lower marketing andadministrative expenses      as a result of expense reduction  measures implementedin April 2001 and    to a lesser extent to expenses applicable  to the closingof the Kirkwood,     Pennsylvania facility in July 2000 offset  in part byan increase in commissions     and royalties associated with certain  aftermarketproduct sales. Expenditures     in fiscal 2001 were 15% lower than fiscal2000 due to lower marketing and    administrative expenses as a result ofexpense reduction measures implemented    in April 2001 and to a lesser extentto expenses applicable to closing the   Kirkwood, Pennsylvania facility inJuly 2000. The Company anticipates that   marketing and administrative expenses will continue at present levels in  fiscal 2003.

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

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

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

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

Net income in fiscal       2002 was $244,406, or $.20 per share which was an increase of $906,512    as  compared with the   net loss of $662,106, or $.54 per share, in fiscal    2001.  The net loss in fiscal   2000 was $410,604, or $.34 per share.The    change  in fiscal 2002 versus fiscal   2001 was primarily due to improved    gross product  and service margins and  cost reduction measures. Thechange     in fiscal 2001  versus fiscal 2000 was  primarily due to lowersales offset      in part by the  cost saving measure of  the Kirkwood, Pennsylvaniaplant     closing in July 2000 and the expense reduction  measures implementedin   April  2001.

Liquidity and Capital      Resources

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

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

During the fiscal      year   the Company's business may require an increase in inventory of  work-in-process    and finished   goods in order to meet anticipated delivery  schedules. Whenever    there may be a requirement to increase inventoryin  fiscal 2003 there will    be a negative but temporary impact on liquidity.  The Company believes that    internally generated funds and a $1,000,000 revolving line of credit will    provide sufficient liquidity to meet ongoing working capital requirements.

Internally generated       funds in fiscal 2002 were $1,924,625 and were adequate to fund theCompany's       primary non-operating cash requirements consisting of capitalexpenditures       of $206,534 and debt payments of$37,575. The primary reasonfor the positive     cash flow from operations was net income of $244,406and the reduction  in   accounts receivable and inventory. In fiscal 2001internally generated    funds   were $1,083,049 and were adequate to fundthe Company's primary  non-operating   cash requirements consisting of capitalexpenditures and debt  payments of  $131,289 and $702,699 respectively. Theprimary reason  for the  positive  cash flow in fiscal 2001 was the reductionin inventory.  In fiscal  2000 internally generated funds were $220,557 andwere not adequate   to fund  the Company's prime non-operating cash requirementconsisting of   capital expenditures and long-term debt payments of $405,703and $466,936   respectively. The primary   reason for the negative cash flowfrom operations   was the net loss of $410,604   and a $281,144 reductionin accounts payable.   The Company expects internally   generated funds infiscal 2003 from operating   activities to be adequate to  fund approximately$250,000 of capital expenditures   and $11,000 due on debt  payments. Mostof the capital expenditures will  be made to upgrade information  technologyand manufacturing equipment.

In February 2002      the Company renewed its credit agreement with its financial lender.The    agreement  expires in February 2003 and provides for a secured revolving   credit facility  of $1,000,000 with interest at the prime commercial rate.   Throughout fiscal  2002 the Company had no outstanding balance under this   loan facility. The  agreement is secured by the Company's accounts receivable,     inventory, equipment  and general intangibles. The credit agreement contains     affirmative covenant  requirements related to working capital and tangible     net worth minimums  of $5,500,000 and $7,500,000 respectively. The revolving     credit facility  is subject to annual review by the Company's lender. In  addition,  management  has determined a revolving credit facility isimportant  to the  Company. Although no determination has been made to seekrenewal of the credit  agreement, the Company believes that, given its currentfinancial     condition,  renewal at the existing amount can be obtained onacceptable    terms.

Critical Accounting         Policies

The Company      describes   its significant accounting policies in the notes to theconsolidated      financial   statements included in the Company's AnnualReport on Form   10-K.   However,   In response to the SEC's Release No. FR-60,"Cautionary   Advice   Regarding  Disclosure About Critical Accounting Policies",issued   December   12, 2001,  the Company has identified the policies itbelieves   are most critical  to an understanding of the Company's financialstatements.   Since application  of these accounting policies involves theexercise of  judgement and use of  estimates, actual results could differfrom those estimates.

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

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

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

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

Impact ofInflation

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

Forward-Looking      Statements

The foregoing discussion         includes forward-looking statements relating to the business ofthe    Company.   These forward-looking   statements, or other statements made   by the Company,   are made based on management's expectations andbeliefs    concerning future   events impacting the Company and are subjectto uncertainties   and factors   (including, but not   limited to, thosespecified below)which   are difficult   to predict and, in  many instances,are beyond the control   of the Company.   As a result, actual results ofthe Company could differ   materially from those  expressed in or impliedby any such forward-looking   statements. These uncertainties  and factorsinclude (a) the Company's dependence   upon a limited number of  customers,including Ford and General Motors, (b)  the highly competitive  industryin which the Company operates, which includes   several competitors   withgreater financial resources and larger sales organizations,  and(c) theacceptance in the marketplace of new products  and/or services  developedor under development by the Company including   automotive diagnostic  products,  fastening  systems products and indicating  instrument products,  and (d)the  ability of the Company to further establish  distribution and  a customerbase  in the automotive aftermarket.

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

The Company is exposed         to certain market risks from transactions that are entered intoduring       the normal course of   business. The Company has not entered  into derivative      financial instruments for trading purposes. The Company'sprimary market     risk exposure relates   to interest rate risk. The Company'sonly debt  subject    to interest rate risk  is its revolving credit facility.The Company  has   a balance of $-0- on its  revolving credit facility atSeptember 30,  2002,   which is subject to a variable  rate of interest basedon the prime   commercial    rate. As a result, the Company believes thatthe market risk  relating   to  interest rate movements is minimal.

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**INDEPENDENT   AUDITORS' REPORT**

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

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

We conducted our      audits   in accordance with auditing standards generally accepted in the    United States   of America. 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 thefinancial      statements. An audit also includes assessing the accountingprinciples   used and   significant estimates made by management, as wellas evaluating   the overall   financial statement presentation. We believethat our audits   provide a reasonable   basis for our opinion.

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

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

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

**F-1**

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

**ASSETS**

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

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

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**LIABILITIES AND STOCKHOLDERS' EQUITY**

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

**F-3**

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

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

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

----

**CONSOLIDATED STATEMENT OF STOCKHOLDERS'      EQUITY****HICKOK INCORPORATED****FOR THE YEARS ENDED   SEPTEMBER 30, 2002,2001,    AND   2000**

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

**F-5**

----

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

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

**F-6**

----

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

**F-7**

----

**F-8**

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

**1.   NATURE OF OPERATIONS**

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

| **Product      Classes**               | **2002** | **2001** | **2000** |
|----------------------------------------|----------|----------|----------|
|                                        |          |
| Automotive         					Test Equipment |          | 76.8     | %        | 68.3 | % | 73.8 | % |
| Fastening         					Systems         | 5.5      | 13.9     |          | 10.7 |  |
| Indicating         					Instruments    | 15.1     | 14.7     |          | 14.1 |  |
| Other      					Product   Classes      | 2.6      | 3.1      |          | 1.4 |  |
|                                        |          |
|                                        |          |          |          |
| **Total**                              |          | 100.0    | %        | 100.0 | % | 100.0 | % |
|                                        |          |

Current operating      properties   consist of a manufacturing plant in Greenwood, Mississippi,     and a corporate   headquarters, marketing and product development 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  subsidiaries since date ofacquisition. 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  of America and  to a lesser extent overseas.   All sales are  made in United  States ofAmerica  dollars. The Company extends   normal credit   terms to its  customers.  Customers in the automotive industry(primarily   original equipment  manufacturers)    comprise 40% of outstanding receivables   at September 30,  2002 (65%in  2001).   Sales to two customers, each of which  were in excess  of 10%of  total sales,   approximated $3,000,000 and $1,100,000  (2002),$5,100,000  and $1,900,000 (2001),  $6,300,000 and $1,700,000 (2000).  The Companyestablishes    an allowance for  doubtful accounts based upon factors  surroundingthe  credit  risk of specific  customers, historical trends and  other information.

*Use of Estimatesin   the Preparation of Financial Statements :*The   preparation  of financialstatements 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.  Actualresults      could differ from those estimates.

*Revenue      Recognition   :*The   Securities  and Exchange   Commission(SEC) issued Staff Accounting Bulletin   (SAB) 101,  "Revenue Recognition  in Financial Statements," in December  1999. The SAB  summarizes certainof   the SEC staff's views in applying generally accepted  accounting principles  to revenue recognition in financial statements. The  Company performeda review  of its revenue recognition policies and determined  that they arein compliance  with SAB 101.

The Company records      sales   as manufactured items are shipped to customers. Revenue from development     contracts represent   agreements to provide training related programs to   technicians and engineers   and are recorded as service revenue. Revenue   from these contracts is recognized   as agreed upon milestonesare achieved.   The customer does not have a right   to return merchandiseunless defective   or warranty related and there are   no formal customeracceptance provisions.    The Company warrants certain products   againstdefects for periods ranging       primarily from 12 to 36 months. Chargesagainst income for warranty expense      and sales returns and allowanceswere immaterial during each of the   three years in the period ending September  30, 2002.

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

*Cash and Cash      Equivalents**:*For   purposes  of the Statement of Cash Flows, the Company considers all highly   liquid  debt instruments  purchased with a maturity   of three months or less  to becash    equivalents.  From time to time the Company maintains cash balances  in   excess of the  FDIC limits. The cash balance   at September 30, 2002 amounted  to $2,345,681.

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

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

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

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

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

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

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

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

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

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

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

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

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

In July 2001, the      Financial   Accounting Standards Board issued SFAS No. 141, Business Combinations,     and   SFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141  requires     that the purchase method be used for all business combinations  initiated    after June 30, 2001 as well as all purchase method business combinations   completed after June 30, 2001. SFAS No. 142 willrequire that goodwill and   intangible assets with indefinite useful livesno longer be amortized, but   instead be tested for impairment at least annuallyin accordance with its'   provisions. The Company is required to adopt theprovisions of SFAS No. 141  immediately, and SFAS No. 142 effective October1, 2002.

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

In August 2001, TheFinancial   Accounting Standards Board issued SFAS No. 144, Accounting forthe Impairment   or Disposal of Long-Lived Assets. This statement addresses      financial accounting   and reporting for the impairment or disposalof   long-lived   assets. This statement  supersedes FASB Statement No. 121. The  Company is   required to adopt the provisions  of SFAS No. 144 effective  October 1, 2002.   The Company has not determined  the effect of this new  standard on the Company's   results of operations or  financial position,  but believes the effect will   not be material.

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

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

**3. SHORT-TERM      FINANCING**

The Company has a secured credit agreementof   $1,000,000 with its financial lender. The agreement expires in February2003  and provides for a revolving credit facility of $1,000,000 with interest at the bank's prime commercial rate. The agreement is secured by the Company's  accounts receivable, inventory, equipment and general intangibles. Thecredit   agreement contains affirmative covenant requirements related toworking capital  and tangible net worth minimums of $5,500,000 and $7,500,000respectively.   The Company had no outstanding balance under this loan facilityduring the   year ended September 30, 2002. The Company is in compliancewith its loan   covenants. Selected details of short-term borrowings areas follows:

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

**4.   LEASES**

*Operating*:The   Company  leases a  facility   and certain equipment under operating leases   expiring  through September  2005.

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

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

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

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

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

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

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

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

**5.   STOCK OPTIONS**

Under the Company's      Key   Employees Stock Option Plans (collectively the "Employee Plans")   the   Compensation   Committee of the Board of Directors has the authority   to grant  options to Key Employees to purchase   up to 47,200 Class A shares,    net of   granted options. The options are exercisable  for up to 10 years.    Incentive   stock options are available at an exercise  price of notless     than market  price on the date the option is granted. However, options available   to an  individual owning more than 10% of the Company's Class A shares at   the time  of grant must be at a price not less than 110% of the market price.   Non-qualified  stock options may be issued at such exercise price and on  such other terms  and conditions as the Compensation Committee may determine.  No  options may  be granted at a price less than $2.925.Non-cash compensation   expense  related  to stock option planswas $0 (2002),$0 (2001) and $10,350   (2000).  All options  granted under the Employee Plans are exercisable at  September 30, 2002.

The Company's Outside         Directors Stock Option Plans (collectively the "Directors Plans") provide        for the automatic grant of options to purchase up to 51,000 shares (less    21,000 options which were either   canceled, expired orunissued)   of Class    A common stock over a five year period   to membersof the Board   of Directors       who are not employees of the Company, atthe fair market   value on the   date    of grant. All options granted underthe Directors  Plans become fully     exercisable on February 21, 2005.

Transactions involving the plans aresummarized   as follows:

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

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

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

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

The fair value of      issued   stock options is estimated on the date of grant using the Black-Scholes      option  pricing model. The Black-Scholes option pricing model was originally      developed  for use in estimating the fair value of traded options which    have  different  characteristics from the Company's employee stock options.    The  model is also  sensitive to changes in the subjective assumptions which   can  materially affect  the fair value estimate. As a result, management   believes  that the Black-Scholes  model may not necessarily provide areliable    single  measure of the fair value  of employee stock options.The following    weighted-average   assumptions were  used in the optionpricing model for    2002, 2001 and 2000   respectively: a risk free interestrate of 3.0%, 4.0%   and 5.7%; an expected   life of 6, 6 and 6 years; anexpected dividend yield   of 0.0%, 0.0% and 1.8%;   and a volatility  factorof .71, .88 and .38.

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

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

**7. INCOME TAXES**

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

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

Deferred tax asset (liabilities) consistof   the following:

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

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

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

**8. EARNINGS PER COMMON SHARE**

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

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

**9. EMPLOYEE BENEFIT PLANS**

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

The Company has a401(k)   Savings and Retirement Plan covering all full-time employees. Companycontributions   to the plan, including matching of employee contributions,      are at the Company's   discretion. For fiscal years ended September30,    2002,  2001 and 2000, approximately   -0-, $19,102, and $37,992 respectively,    were  contributed to the plan. The   Company does not provide any other  post  retirement  benefits to its employees.

The Company has adeferred   compensation plan which permits selected management and highly      compensated   employees to make tax deferred contributions in the form   of   salary reductions   instead of, or in addition to, contributions made   by  them under the 401(k)   Savings and Retirement Plan. For fiscal years   ended  September 30, 2002, 2001  and 2000, approximately $7,200, $10,800  and $8,000  respectively, were allocated  by the participants to this plan  and is included  in "Accrued Payroll and Related Expenses."

**10. ACQUISITION**

On February      17, 1998,   the Company purchased certain assets of Waekon Industries,   Inc.   for $2,221,302   which has been accounted for under the purchase method   of  accounting. The   purchase included accounts receivable ($504,282),  inventory    ($719,244), prepaid  and other assets ($42,786), machineryand  equipment   ($380,100), assumption  of current liabilities ($425,895),and  goodwill ($1,000,785).   The Company  also recorded as goodwill closingcosts  related to the purchase   ($205,216),  and the present value of a fiveyear  earn out contract having   a minimum required  pay out of $585,892.In December   1999, the Company terminated   the earn out  agreement in exchangefor payment   of the minimum earn out liability   plus an additional paymentof $78,194.   The $78,194 was treated as an addition   to the purchase price. Accordingly,   goodwill was increased by the amount  of the payment. Goodwill is being amortized  over 20 years.

**11. RESTRUCTURING CHARGE**

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

These costs relate       to the automotive diagnostic tools and equipment segment (see note12).     In  fiscal 2000 the corresponding liability consisted of a currentportion     of  $91,067 which is included in accrued expenses and a long-termportion     of $112,375 which is included in other long-term liabilities.These liabilities      were paid in the first quarter of fiscal 2001.

**12. SEGMENT AND RELATED INFORMATION**

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

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

*Indicators      and Gauges*

This segment consists         of products manufactured and sold primarily to companies in theaircraft         and locomotive industry. Within the aircraft market, theprimary customers         are those companies that manufacture business andpleasure aircraft.    Within     the locomotive market, indicators and gaugesare sold to both   original  equipment    manufacturers and to operatorsof railroad equipment.

*Automotive      Diagnostic   Tools and Equipment*

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

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

*Information by industry segment      is set forth below*:

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

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

*Asset Information**:*

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

*Geographical      Information   :*

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

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

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

**13. QUARTERLY DATA (UNAUDITED)**

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

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

Not Applicable.

----

**PART III**

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

| **Name and Age**                     | **BusinessExperience (1)**                                                                                                                                                                                                              | **Year in            which first            electedDirector** |  |  |  |
|--------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|--|--|--|
|                                      |                                                                                                                                                                                                                                         |                                                               |  |  |  |
| Robert L. Bauman            Age: 62  | President and Chief Executive     Officer of           the Company since July, 1993; Chairman          of the Company from July, 1993 to May,           2001                                                                       | 1980                                                          |  |  |  |
| T. Harold Hudson            Age: 63  | President, AAPRA Associates,    LLC, (con-          sulting firm) since June, 1999; Senior Vice          President of Engineering and Design of           Six Flags Theme Parks, Inc. for five years          prior to June, 1999       | 1992                                                          |  |  |  |
| James T. Martin            Age: 71   | Consultant, self employed,   since  Septem-          ber, 1997; President and Chief Executive          Officer, Meaden & Moore, Ltd. (regional,          Cleveland based CPA firm) for five years          prior to September, 1997 | 1999                                                          |  |  |  |
| Michael L. Miller            Age: 61 | Partner since January, 1972of  Calfee, Hal-          ter & Griswold LLP, the Company’s Legal          Counsel                                                                                                                 | 1992                                                          |  |  |  |
| James Moreland            Age: 71    | Retired, since June, 1994;   Senior  Engi-          neering Executive,Rockwell International,          for five years prior to June, 1994                                                                                               | 2000                                                          |  |  |  |
| Harry J. Fallon           Age: 76    | President, Federated Purchaser,  Inc.          (electronics distributor)                                                                                                                                                                | 1980     (2)                                                  |  |  |  |
| Janet H. Slade            Age: 59    | Chairman of the Company   since  May,             2001; Private Investor for five years prior          to May, 2001                                                                                                                     | 1992                                                          |  |  |  |
|                                      |                                                                                                                                                                                                                                         |                                                               |  |  |  |

----

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/A.

**ITEM    11.   EXECUTIVE   COMPENSATION**

**Board  Compensation - Fees**

   For the fiscal  year ended September 30, 2002,  Directors who are not  also employees  of the Company received a reduced annual fee of $750 and a  fee of $750for  the first three Board meetings attended for the year. Janet  Slade,Chairman  of the Board, received an annual fee of $4,300 and a fee of $4,300for the  first three Board meetings of the year. At the September meetingthe Board  of Directors approved a return to the previous Board fee schedule,effective  with that meeting, thus increasing Board and Committee fees to$1,500 for  each meeting attended. Annual fees effective with the seatingof the Board  to be elected at the February 2003 meeting were returned to$1,500 per year.  The Chairman of the Board received $8,600 for the September meeting and will receive an $8,600 annual fee along with an $8,600 fee for each meeting next year. Directors who are also employees of the Companyreceive  a fee of $50 for each Board meeting attended.

**Outside  Directors Stock Option Plan**

Under the 2000Outside Directors Stock Option Plan, the Company automatically grants stockoptions to members of the Board of Directors who are not employees of theCompany to purchase 1,000 Hickok Incorporated Common Shares at the fair marketvalue on February 21, of each year.

    The following   table sets forth all cash compensation paid or to be paid  to, as wellas   the number of stock option awards granted to the Company’s   executiveofficers   whose salary and bonus exceeded $100,000 during each of  the lastthree fiscal  years (the "Named Executive Officers").   

|                                                                                 |                                      | **Annual Compensation**                          | **Long-Term             Compensation     Awards    ** |
|---------------------------------------------------------------------------------|--------------------------------------|--------------------------------------------------|--------------------------------------------------------------------------------|
| **Name and            Principal Position**                                      | **Year**                             | **Salary**                                       | **Bonus (1)**                                                                  | **Securities                   Underlying            Options  ** |
| Robert L. Bauman,            President & Chief            Executive Officer | 2002            2001            2000 | $207,083            $209,167            $220,000 | 0            0            0                                                    | 10,000 (2)  5,000 (2)  5,000 (2) |
| Thomas F. Bauman,            Vice President,            Sales and Marketing (3) | 2002           2001            2000  | $127,819           $127,500            $110,104  | 0            0           0                                                     | 6,000 (2) 4,000 (2)            4,000 (2) |

----

|     **Name****** | **Number of ****Securities****Underlying**** Options   ****** | **Percentage of              Total Options              Granted to              Employees in  Fiscal Year** | **Exercise or            Base Price              (per share)** | **ExpirationDate** | **Potential Realizable Value            at Assumed Annual Rates of            Stock Price Appreciation            for Option Term****     5%                10%** |
|---------------------------------|-----------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                 |                                                                                   |                                                                                                             |                                                                |                    |                                                                                                                                                                                                                     |  |
| Robert L.Bauman                 | 10,000                                                                            | 22.6%                                                                                                       | $3.55                                                          | 3/1/12             | $ 22,365                                                                                                                                                                                                            | $ 56,445 |
| Thomas F.Bauman                 | 6,000                                                                             | 13.5%                                                                                                       | $3.55                                                          | 3/1/12             | $ 13,419                                                                                                                                                                                                            | $ 33,867 |
|                                 |                                                                                   |                                                                                                             |                                                                |                    |                                                                                                                                                                                                                     |  |

| ****             | ****                                              | ****              | **Number of                    Unexercised                    Options atSeptember 30, 2002** | **Value of (1)                    Unexercised In-                    the-Money Options atSeptember 30, 2002** |
|------------------|---------------------------------------------------|-------------------|----------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|
| **Name**         | **Shares                    Acquiredon Exercise** | **ValueRealized** | **Exercise-able**                                                                            | **Unexer-ciseable**                                                                                           | **Exercise- able** | **Unexer- ciseable** |
|                  |                                                   |                   |                                                                                              |                                                                                                               |  |  |
| Robert L. Bauman | - 0 -                                             | - 0 -             | 34,500                                                                                       | - 0 -                                                                                                         | $ 19,525 | - 0 - |
| Thomas F. Bauman | - 0 -                                             | - 0 -             | 16,000                                                                                       | - 0 -                                                                                                         | $ 13,300 | - 0 - |

    The above graph was prepared using the following data:

| **SEPTEMBER 30**      | **1997** | **1998** | **1999** | **2000** | **2001** | **2002** |
|-----------------------|----------|----------|----------|----------|----------|----------|
|                       |          |          |          |          |          |          |
| **HICKOK**            | $ 100    | $ 84     | $ 93     | $ 55     | $ 30     | $ 57     |
| ****                  |          |          |          |          |          |          |
| **NASDAQ COMPOSITE**  | 100      | 100      | 162      | 217      | 89       | 69       |
| ****                  |          |          |          |          |          |          |
| **NASDAQ INDUSTRIAL** | 100      | 75       | 117      | 149      | 79       | 68       |

----

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

    The shareholders   named in the following table include each executive officer   named inthe   Executive Compensation tables below and those persons known  by theCompany   to be the beneficial owners of more than 5% of the outstanding Common Shares  of the Company as of January 6, 2003. In addition, this table  includes  the beneficial ownership of Common Shares by the Directors andExecutive  Officers of the Company as a group on January 6, 2003.

| **Title of Class**                                                  | **Name and Business Address****   of Beneficial Owner**                             | **   Number of Shares****  Beneficially Owned          (1)** | **Percent****of Class** |
|---------------------------------------------------------------------|-----------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|-------------------------|
| Common Shares,            $1.00 par value,            Class A and B | Janet H. Slade (2)            5862 Briar Hill Drive            Solon, Ohio 44139              | 9,843 Class A (3)            110,762 Class B                                                         | 1.3%            24.4%   |
|                                                                     | Gretchen L. Hickok (2)             3445 Park East, Apt. A203             Solon, Ohio 44139    | 3,834 Class A            115,056 Class B                                                             | *25.3%                  |
|                                                                     | Patricia H. Alpin (2)            7404 Camale Drive            Pensacola, Florida 32504        | 4,994 Class A            118,042 Class B                                                             | *25.9%                  |
|                                                                     | Thomas F. Bauman            10514 Dupont Avenue            Cleveland. Ohio 44108              | 16,800 Class A (4)                                                                                   | 2.2%                    |
|                                                                     | Robert L. Bauman            10514 Dupont Avenue            Cleveland, Ohio 44108              | 76,888 Class A (5)            111,006 Class B (6)                                                    | 9.6%            24.4%   |
|                                                                     | Koonce Securities, Inc.            6550 Rock Spring Drive            Bethesda, Maryland 20817 | 209,734 Class A (7)                                                                                  | 27.4%                   |
|                                                                     | All Directors and Executive            Officers as a group (9 persons)                        | 161,331 Class A (8)            221,768 Class B                                                       | 18.5%            48.8%  |
| ** Less than one percent*                                           |                                                                                               |                                                                                                      |                         |

Equity Compensation      Plan Information

The following table provides information      as   of September 30, 2002 with respect to compensation plans (including     individual   compensation arrangements) under which Common Stock of the   Company  is authorized   for issuance under compensation plans previously   approved  and not previously   approved by shareholders of the Company.

|  | (a) | (b) | (c) |
|--|-----|-----|-----|

| Plan    category | Number of   			securities   to be issued upon exercise of outstanding options, 			warrants   and rights | Weighted  			average   exercise price of outstanding options, warrants and rights | Numberof 			securities   remaining available for future issuance under equity			compensation  plans   (excluding securities reflected in column (a)) |
|------------------|---------------------------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|

_______________________________________________________________________________________         

| Equity			compensation   plans approved by security holders | 181,400 | $7.51 | 56,200 |
|------------------------------------------------------------|---------|-------|--------|

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

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

There were no transactions    with management and others which would require disclosure under item13.

----

**PART   IV**

**ITEM 14. CONTROLS   AND PROCEDURES**

Within the 90 days prior to the date      of this   Form 10-K/A, the Company carried out an evaluation, underthe   supervision    and  with the participation of the Company's management,including  the Company's     Chief Executive Officer along with the Company'sVice President,   Finance    and Chief Financial Officer, of the effectiveness of the design   and operation     of the Company's disclosure controls and procedures pursuant   to Exchange    Act Rule 13a-14. Based upon that evaluation, the Company's   Chief Executive    Officer along with the Company's VicePresident, Finance   and Chief Financial    Officer concluded that the Company'sdisclosure controls   and procedures  are  effective in timely alerting themto material information   relating to  the  Company (including its consolidatedsubsidiaries) required   to be included    in the Company's periodic SEC filings.There have been  no significant changes    in the Company's internal controlsor in other factors which could significantly    affect internal controlssubsequent to the date the Company carried out  its  evaluation.

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

(a) (1) FINANCIAL         STATEMENTS

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

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

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

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

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

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

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

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

(a) (2) FINANCIAL         STATEMENT SCHEDULES

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

SEQUENTIAL PAGE

Report of Independent         Auditors as to Schedules

Schedule VIII-Valuation         and Qualifying Accounts

Schedule IX-Short-term         Borrowings

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

(a) (3) EXHIBITS

Reference is made      to   the Exhibit Index set forth herein.

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

----

**SIGNATURES**

Pursuant to the requirements of Section      13   or 15(d) of the Securities Exchange Act of 1934, the Registrant has    duly  caused this report to be signed on its behalf by the undersigned,   thereunto    duly authorized at Cleveland, Ohio this 24th day of February,   2003.

|  | HICKOK 			INCORPORATED

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

Pursuant to the requirements  of the Securities Exchange Act of 1934,this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the 24th day of February, 2003:

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

----

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

Robert L. Bauman,Chief Executive Officer

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

-  I 	have reviewed this         annual report on Form 10-K/A of Hickok Incorporated 	(the "Registrant"); 
-  Based 	on my knowledge,         this annual report does not contain any untrue 	statement of a material       fact  or omit to state a material fact 	necessary to make the statements      made, in light of the circumstances 	under which such statements were  made,    not misleading with respect 	to the period covered by this annual  report; 
-  Based 	on my knowledge,         the financial statements, and other financial 	information included   in   this   annual report, fairly present in all 	material respects the financial     condition,   results of operations and 	cash flows of theregistrant    as   of,  and for, the  periods presented 	in this annual report; 
-  The 	registrant'sother certifying officer and I are responsible for 	establishing and maintaining         disclosure controls and procedures (as 	defined in Exchange ActRules      13a-14    and 15d-14) for the registrant 	and have:  a) 	designed suchdisclosure controls and procedures to ensure that 	material information relatingto the registrant, including its 	consolidated subsidiaries, is made knownto us by others within 	those entities, particularly during the period inwhich this annual 	report is being prepared;  b) 	evaluated theeffectiveness of the registrant's disclosure controls 	and procedures asof a date within 90 days prior to the filing date 	of this annual report(the "Evaluation Date"); and  c) 	presented in this         annual report our conclusions about the 	effectiveness of the disclosure        controls and procedures based on our 	evaluation as of the Evaluation    Date; 
-  The 	registrant'sother certifying officer and I have disclosed, based on 	our most recentevaluation, to the registrant's auditors and the 	audit committee of registrant'sboard of directors:  a) 	all significant         deficiencies in the design or operation of internal 	controls which   could      adversely affect the registrant's ability to 	record, process,   summarize     and report financial data and have 	identified for the registrant's   auditors     any material weaknesses in 	internal controls; and  b) 	any fraud, whether         or not material, that involves management or 	other employees who have     a  significant role in the registrant's 	internal controls; and 
-  The 	registrant's other certifying         officer and I have indicated in this 	annual report whether there were     significantchanges 	in  internal controls or      in other factors that could significantly 	affect internal  controls subsequent     to thedate    	of our most recent evaluation,    including any corrective actions with   	regard to significant deficiencies    andmaterial 	weaknesses.  

By:

/s/ R. L. Bauman

R. L. Bauman

Chief Executive Officer

February 24, 2003

----

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

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

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

-  I 	have reviewed this         annual report on Form 10-K/A of Hickok Incorporated 	(the "Registrant"); 
-  Based 	on my knowledge,         this annual report does not contain any untrue 	statement of a material       fact  or omit to state a material fact 	necessary to make the statements      made, in light of the circumstances 	under which such statements were  made,    not misleading with respect 	to the period covered by this annual  report; 
-  Based 	on my knowledge,         the financial statements, and other financial 	information included   in   this   annual report, fairly present in all 	material respects the financial     condition,   results of operations and 	cash flows of theregistrant  as   of,  and for, the  periods presented 	in this annual report; 
-  The 	registrant'sother certifying officer and I are responsible for 	establishing and maintaining         disclosure controls and procedures (as 	defined in Exchange ActRules      13a-14    and 15d-14) for the registrant 	and have:  a) 	designed suchdisclosure controls and procedures to ensure that 	material information relatingto the registrant, including its 	consolidated subsidiaries, is made knownto us by others within 	those entities, particularly during the period inwhich this annual 	report is being prepared;  b) 	evaluated theeffectiveness of the registrant's disclosure controls 	and procedures asof a date within 90 days prior to the filing date 	of this annual report(the "Evaluation Date"); and  c) 	presented in this         annual report our conclusions about the 	effectiveness of the disclosure        controls and procedures based on our 	evaluation as of the Evaluation    Date; 
-  The 	registrant'sother certifying officer and I have disclosed, based on 	our most recentevaluation, to the registrant's auditors and the 	audit committee of registrant'sboard of directors:  a) 	all significant         deficiencies in the design or operation of internal 	controls which   could      adversely affect the registrant's ability to 	record, process,   summarize     and report financial data and have 	identified for the registrant's   auditors     any material weaknesses in 	internal controls; and  b) 	any fraud, whether         or not material, that involves management or 	other employees who have     a  significant role in the registrant's 	internal controls; and 
-  The 	registrant's other certifying         officer and I have indicated in this 	annual report whether there were     significantchanges 	in  internal controls or      in other factors that could significantly 	affect internal  controls subsequent     to thedate    	of our most recent evaluation,    including any corrective actions with   	regard to significant deficiencies    andmaterial 	weaknesses.  

By:

/s/ G. M. Zoloty

G. M. Zoloty

Vice President, Finance andChief Financial   Officer

February 24, 2003

----

**EXHIBIT INDEX**

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

| 3(a)     | Articles         			of Incorporation and Code of Regulations.*                                                                                                                                                                                                                                              |  |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|          |                                                                                                                                                                                                                                                                                                             |  |
| 3(b)     | Amendment         			to Articles of Incorporation (incorporated herein by reference to   			the     Company's Annual Report on Form 10-K for the fiscal yearended   			September     30, 1995, File No. 0-147).                                                                                             |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 10(a)    | Loan         			Agreement, dated as of February 28, 2002, by and between the			Company          and Huntington National Bank (incorporated herein by			reference  to   the    appropriate exhibit to the Company's Quarterly			Report on Form   10-Q  for    the quarterly period ended March 31, 			2002). |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 10(a)(1) | Commercial         			Security Agreement, datedFebruary 28, 			2002, by and between Hickok    Incorporated     (Borrower), Supreme 			Electronics Corp. (Grantor) and  Huntington  National     Bank.                                                                                                       |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 10(a)(2) | Commercial         			Guaranty Agreement, datedFebruary 28, 			2002, by and between Hickok    Incorporated     (Borrower), Supreme 			Electronics Corp. (Guarantor)  and    Huntington National     Bank.                                                                                                   |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 10(b)    | Hickok         			Incorporated 1995 Key Employees Stock Option Plan (incorporated  			herein       by reference to the appropriate exhibit to the Company's 			Registration      Statement on Form S-8 as filed with the Commissionon  			September 17,   1998).                                            |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 10(c)    | Hickok         			Incorporated 1997 Outside Directors Stock Option Plan 			(incorporated         herein by reference to the appropriate exhibit to 			the Company's  Registration       Statement on Form S-8 as filed with the 			Commission on September 17,    1998).                                    |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 10(d)    | Hickok         			Incorporated 1997 Key Employees Stock Option Plan (incorporated  			herein       by reference to the appropriate exhibit to the Company's 			Registration      Statement on Form S-8 as filed with the Commissionon  			September 17,   1998).                                            |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 10(e)    | Hickok         			Incorporated 2000 Outside Directors Stock Option Plan 			(incorporated         herein by reference to the appropriate exhibit to 			the Company's  Registration       Statement on Form S-8 as filed with the 			Commission on June 6, 2001).                                             |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 10(f)    | Hickok         			Incorporated 2000 Key Employees Stock Option Plan (incorporated  			herein       by reference to the appropriate exhibit to the Company's 			Registration      Statement on Form S-8 as filed with the Commissionon  			June 6, 2001).                                                    |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 11       | Computation         			of Net Income Per Common Share.                                                                                                                                                                                                                                                      |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 21       | Subsidiaries         			of the Registrant.                                                                                                                                                                                                                                                                  |  |
|          |                                                                                                                                                                                                                                                                                                             |  |
| 23       | Consent         			of Independent Auditors.                                                                                                                                                                                                                                                                 |  |

Reference is 	made         to the Company's basic documents filed as Exhibits 3(a) and 	3(b) 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.

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

----

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

To the Shareholders         and Board of DirectorsHickok     IncorporatedCleveland,     Ohio

We have audited the  consolidated financial statements of HICKOK INCORPORATED(the "Company")       as  of September 30, 2002 and 2001, and for each of the three years in   the   period  ended September 30, 2002, and have issued our reportthereon     dated   November  22, 2002; such consolidated financial statementsand  report   are   included in Part II, Item 8 of this Form 10-K. Our auditsalso included    the  consolidated  financial statement schedules ("schedules") of the Company     listed in Item  15 (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 consideredin  relation   to the basic financial statements  taken as a whole, presentfairly  in all   material respects the information  set forth therein./s/ Meaden  & Moore, Ltd.

MEADEN &         MOORE, Ltd.Certified     Public Accountants

December 17, 2002Cleveland,     Ohio

----

```
                  HICKOK INCORPORATED                                  SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS           Col. A                    Col. B                   Col.C                    Col. D          Col. E-----------------------             ----------   -------------------------------     -----------    ------------                                                           Additions                                                 -------------------------------                                    Balance at     Charged to        Charged to                        Balance                                    Beginning      Costs and           Other                           at End    Description                     of Period       Expenses          Accounts        Deductions      of Period-----------------------------       ----------    ------------     -------------      -----------    ------------Deducted from Asset Accounts:                                                  Year Ended September 30, 2000                                                  ------------------------------ Reserve for doubtful accounts       $  70,000    $   1,721 (1)      $  7,481 (2)     $    (798)(3)     $  80,000 Reserve for inventory obsolescence  $ 212,000    $ 462,796          $      -         $ 420,286 (4)     $ 254,510                                                  Year Ended September 30, 2001                                                  ------------------------------ Reserve for doubtful accounts        $  80,000   $    (283)(1)      $     46 (2)     $  36,763 (3)      $ 43,000 Reserve for inventory obsolescence   $ 254,510   $ 433,574          $      -         $ 596,084 (4)     $  92,000                                                  Year Ended September 30, 2002                                                  ------------------------------ Reserve for doubtful accounts        $  43,000   $     400 (1)      $  2,330 (2)     $    (270)(3)      $ 46,000 Reserve for inventory obsolescence   $  92,000   $ 348,123          $      -         $ 408,623 (4)      $ 31,500(1) Classified as bad debt expense. (2) Recoveries on accounts charged off in prior years.(3) Accounts charged off during year as uncollectible.(4) Inventory charged off during the year as obsolete.
```

----

```
                                           HICKOK INCORPORATED                                         SCHEDULE IX - SHORT-TERM BORROWINGS        Col. A                      Col. B       Col. C        Col. D            Col. E              Col. F       --------                   ----------   ---------   ---------------   --------------   --------------------                                                Weighted    Maximum Amount   Average Amount    Weighted Average                                  Balance at    Average      Outstanding      Outstanding       Interest RateCategory of Aggregate               End of      Interest     During the        During the        During theShort-term Borrowings               Period        Rate          Period           Period           Period (3)------------------------          ----------   ---------   ---------------   --------------   --------------------                                          Year Ended September 30, 2000                                          -----------------------------   Note Payable to Bank (1)       $ 668,000      9.32%       $  975,000        $ 296,850 (2)          9.30%                                          Year Ended September 30, 2001                                          -----------------------------   Note Payable to Bank (1)       $      -       9.01%       $1,093,000        $ 349,208 (2)          9.07%                                          Year Ended September 30, 2002                                          -----------------------------   Note Payable to Bank (1)       $      -          -%       $        -        $       - (2)             -%(1) Note payable to bank represents borrowings under a revolving credit facility which expires February 28, 2003.(2) The average amount outstanding during the period was computed by dividing the total of daily outstanding principal balances by 365.(3) The weighted average interest rate during the period was computed by dividing the actual interest by the average short-term debt outstanding.
```