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

FORM 10-K

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

For the fiscal year ended September 30, 2001

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

Class A Common Shares, $1.00 par value(Title of Class)
 Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.**Yes [X] No[ ]**  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. **[X]**  As of December 14, 2001, the Registrant had 764,884 voting shares of Class A Common Stock outstanding and 454,866 voting shares of Class B Common Stock outstanding. As of such date, non-affiliates held 710,953 shares of Class A Common Stock and 233,098 shares of Class B Common Stock. As of December 12, 2001, based on the closing price of $2.50 per Class A Common Share on the Nasdaq Small Cap Market, the aggregate market value of the Class A Common Stock held by such non-affiliates was approximately $1,777,382. There isno trading market in the shares of Class B Common Stock.

Documents Incorporated by Reference:

**PART OF FORM 10-K**

**DOCUMENT INCORPORATED BY REFERENCE**

  Part 			III (Items 10, 11, 12 and 13)

  Portions 			of the Registrant's Definitive Proxy Statement to be used in			connection with its Annual Meeting of Shareholders to be held on 			February20, 2002.

Except as otherwise stated, the information contained in this Form 10-Kisas  of September 30, 2001.
Table of Contents
**PART I.**ITEM 1. DESCRIPTION OF BUSINESS
ITEM 2. DESCRIPTION OF PROPERTIES
ITEM 3. LEGAL PROCEEDINGS
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS
ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT*

**PART II**ITEM 5. MARKET FOR REGISTRANT'SCOMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
F-1:  INDEPENDENT AUDITORS' REPORT
F-2:  CONSOLIDATED BALANCE SHEET
F-3:  LIABILITIES AND STOCKHOLDERS' EQUITY
F-4:  CONSOLIDATED STATEMENT OF INCOME
F-5:  CONSOLIDATED  STATEMENT OF STOCKHOLDERS'EQUITY
F-6:  CONSOLIDATED  STATEMENT OF CASH FLOWS

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**1. NATURE OF OPERATIONS
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3. SHORT-TERM FINANCING
4. LEASES
5. STOCK OPTIONS
6. CAPITAL STOCK, TREASURY STOCK, AND CONTRIBUTEDCAPITAL
7. INCOME TAXES
8. EARNINGS PER COMMON SHARE
9. EMPLOYEE BENEFIT PLANS
10. ACQUISITION
11. RESTRUCTURING CHARGE
12. SEGMENT AND RELATED INFORMATION
13. QUARTERLY DATA (UNAUDITED)
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIALDISCLOSURE

**PART III.**ITEM 10. DIRECTORS AND EXECUTIVEOFFICERS OF THE REGISTRANT
ITEM 11. EXECUTIVE COMPENSATION
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

**PART IV.**ITEM 14. EXHIBITS, FINANCIALSTATEMENT SCHEDULES, AND REPORTS ON REPORT 8-K
SIGNATURES
EXHIBIT INDEX
REPORT OF INDEPENDENT AUDITORS AS TO CONSOLIDATEDSCHEDULES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
SCHEDULE IX - SHORT-TERM BORROWINGS

**PART I**

**ITEM 1. DESCRIPTION OF BUSINESS***(Table of Contents)*

  General Development of Business

 Hickok Incorporated wasorganized in 1915 as an Ohio corporation, and first offered its securitiesto the public in 1959. Except as otherwise stated, the terms "Company" or"Hickok" as used herein mean Hickok Incorporated and its two wholly-ownedsubsidiaries.  
In February 1995 theshareholders approved a change in the Company's  name to Hickok Incorporated from The Hickok Electrical Instrument Company. Hickok develops and manufactures products used by companies in thetransportation industry. Primary markets served are automotive, aircraft, and  locomotive with sales to both original equipment manufacturers (OEM's)and  tothe automotive aftermarket.

For many years the Company sold precision indicating instruments for  aircraft, locomotive and general industrial applications. For the pastfifteenyears the Company hasused this expertise  to develop and manufacture electronic  diagnostic equipment used by automotive technicians in the automotive market.This is now the Company's largest business segment.The Company has made three acquisitions in the last eight fiscal years  as part of a strategic program to expand both its customer base and itsproductline utilizing its existingexpertise. A new product family, primarily for the  automotive market, was added in February, 1994 when the Company acquired thefastening systems business from Allen-Bradley Company, Inc. The fastening  business provides computerized equipment to control tools that tightenthreadedfasteners on cars,trucks, and heavy  equipment to enable highquality  joint control. General Motors is the primary customer for the  Company's fastening systems products.The fastening systems business was  fullyintegrated into Hickok's  operations by June, 1994.

  In January, 1996 the Company added new products and customers withinthe instrumentation area with the acquisition of the Beacon Gage Division ofMaradyne  Corporation. Beacon Gage manufactures specialty pressure gaugesforrailroads and transit cars.The gauge  business was fully integrated into  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, aprivately owned company in Kirkwood, Pennsylvania. Waekon manufactured a  variety of testing equipment used by automotive technicians. The Waekonname  is used by the Company as a trademark to market its products to technicians in theautomotive aftermarket. For cost reduction purposes the Company closed its  manufacturing facility in Kirkwood, Pennsylvania in July 2000 and movedallproduction of Waekon productsto the Company's manufacturing facility in  Greenwood, Mississippi. The Company incurred a restructuring charge of$434,015which was recoupedby accompanying cost reductions by the end of fiscal 2001.

The Company's operations are currently concentrated in the United States. Sales are primarily todomestic  customers although the Company also makes sales to internationalcustomers  on a world-wide basis. The Company established select market international representation in the sales and service area during fiscal 1995. 

Operating Segment Information

The Company's operations are combined into two reportable business s  egments: 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 sixty years the Company has specialized in developing and  manufacturing precision indicating instruments used in aircraft, locomotives andother applications. Within the aircraft market, instruments are sold primarily  to manufacturers of business and pleasure aircraft. Within the locomotivemarket, indicators are sold to both original equipment manufacturers and to  operators of railroad equipment. The Company added pressure gauges to itsofferings to locomotive customersin  1996. Indicators and gauges represented  approximately 15% of the Company's sales for fiscal 2001 and approximately 14% for fiscal 2000. New product development in fiscal 2001 involved developing a number of customized indicators for specific customers and continuingthe  process ofcertifying theDIGILOG  series of instruments with the FAA. The DIGILOG instrument is acustomizable  indicator thatisa combination  analog/digital indicator for the aircraft market. The DIGILOGproducts have  thepotential toprovide a favorable  impact on sales in the indicator business  segment beginning in fiscal 2002. At this time the Company is awaaitingFAA certification on the products.

Automotive Diagnostic Tools and Equipment

In the mid 1980's the Company began designing and marketing  instruments used to diagnose problems and to support the servicing of automotiveelectronic systems. These productswere initially sold to Ford Motor Company but  are now sold both to Ford and to the aftermarket using jobbers,  wholesalers and wagon distributors.The Company increased its aftermarketbusiness with the acquisition, in February  1998, of Waekon Industries, a  manufacturer of a variety of testingequipment used by automotive technicians.  The acquisition added new distributionsources and significant new products  for the aftermarket. The aftermarketcurrently accounts for approximately  39% of automotive diagnostic and specialtytool sales. In fiscal 2000 it represented approximately 29%. As a whole,automotive diagnostic tools and equipment represented approximately 85% ofthe Company's sales for fiscal 2001 and approximately 86% for fiscal 2000.

Fastening control systems are some of the automotive products sold by  the Company. The product category resulted from the acquisition of thefastening  systemsbusiness fromAllen-Bradley  in February 1994. Fastening instrumentation is used  to monitor and control pneumatic andelectric tools that tighten threadedfasteners in order to provide high quality joint control. The equipment,  especially large networked systems,has historically been sold primarily  toGeneral Motors. With the introduction  of products such as the pulse toolcontrol  and Windows based userstation software the Company is attempting to expand  itscustomer base to include tool  manufacturers and other car, truck and farm  equipment manufacturers. Initial ordersfrom customers other than General  Motorswere received in fiscal  2001.

The automotive diagnostic equipment business segment requires a steady  flow of new products in order for the segment to grow and prosper. Themix  couldconsist of entirelynew  products, upgrading existing products, or simply changes  in packaging or design of existing products. During fiscal 2001 severalnew products and upgrades to existing products were introduced late in theyear  including the Pistol Products, a grouping of electrical testing probesprimarily purchased by technicians for general purpose testing. The groupingincludes a novel unit for testing fuel injectors. In addition, the followingmajor products were in developmentfor introduction to the market in early fiscal 2002, a Evaporative EmissionSystem Test Kit, EGR Tester and Waekon Gold Automotive Wire Products. Automotive technicians as well asshops use these products. Later in the year an On-Car Flow Bench for testingflow rates of fuel injectors on gasoline engines and several additional PistolProbe products are planned to be introduced.

NGS units and software upgrades for the unit represent over 30% 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 ControlModule) which is the "brain" of the car. PCM updates are released periodically  by Ford to improve engine performance. Aftermarket shops that have needfor NGSunits are the primary buyersof the Flash Kit since it allows them equal  capability with Ford dealerships.

A locksmith version of the NGS Tester was introduced in early fiscal  2000 and now accounts for about 25% of all NGS sales. The unit is usedbylocksmiths to reprogram aFord vehicle  whenever replacement keys are required. A significant amountof the Company's  sales efforts are devoted to establishing these productsin the Automotive  Aftermarket.

During fiscal 2001new FSH networking software was developed and introduced. The product integrates tool maintenance, control, and statistics in a Windows environment thatenables  connection of multiple vendors' tool controls to a single network.In fiscal  2000 the Company introduced a novel pulse tool control as partof it's Pro-Spec  1000 tool control line of products. The pulse tool controlrepresentsa technological advancementin controlling  and calibrating a pulse nut running  tool. A pulse tool is ergonomically more user friendly than other nut runningtools because it eliminates torquereaction. The Company has succeeded in arranging for AIMCO company to representthe Pro-Spec 1000 controls throughout North America. AIMCO is the largestpulse tool distributor in North America.

Sources and Availability of Raw Materials

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

Importance of Patents, Licenses, Franchises, Trademarks and Concessions

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

Seasonality

The Company believes that with the growing importance of the automotive aftermarketto  its business there is a modest seasonality  affecting its revenues. Typically the first and fourth quarters tend tobe weaker than the other two quarters. In addition, certain products can besubject to large order amounts dependent upon customer release dates. Asa result any seasonality can be overwhelmed by delivery of these large ordersand operating results can fluctuate  widely from quarter to quarter. There was one such order completion infiscal  2001 that had a influence on secondquarter results.

Practices Relative to Working Capital Items

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

Dependence on Single or Few Customers

During the fiscal year ended September 30, 2001, sales to Ford and  General Motors Corporation accounted for approximately 33% and 12% respectivelyof the consolidated sales of the Company. This compares with 34% and 9%  respectively during the prior fiscal year. The Company has no long-termcontractual relationships with either Ford or General Motors, and the loss of  business from either one without a corresponding increase in business from newor existing customers would have a material adverse effect on the Company.

Backlog

At September 30, 2001, the unshipped customer order backlog totaled  $1,850,000 in contrast to $4,640,000 at September 30, 2000 and $3,652,000 atSeptember 30, 1999. The decrease in fiscal 2001 is due to lower orders for  indicators and gauges of $335,000, completion of a large diagnostic product order, reduced orders for automotive diagnostic products of  $1,785,000 and fastening control products of $670,000. The increase infiscal  2000 was due to an increase in orders  for indicators and gauges and fastening control products.

Government Contract Renegotiation

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

Competitive Conditions

The Company is engaged in a highly competitive industry and faces  competition from domestic and international firms. Several of the Company'scompetitors have greater financial resources and larger sales organizations than  the Company. Competition with respect to the Company's diagnostic toolbusinessarises from the existenceof a number  of other significant manufacturers in the field, such as Snap-On,SPX Corporation,  Hewlett-Packard,GenRad and Vetronix  which dominate the total available market in terms oftotal  sales. With regard to fasteningsystems products, competition comes from bothcompanies that make the equipment to control fastening tools and from tool makers  themselves. Specific companiesinclude Beta Tech, Atlas Copco, andStanley. The instrumentation industry  is composed primarily of companieswhich  specialize in the productionof particular items as compared to a full line  ofinstruments. The Company believes  that its competitive position in thisfield is  in the area of smaller,specialized products, an area in which the Company  hasoperated since 1915 and in which  the Company has established itself  competitively by offering high-quality,high-performance products in comparisonto high-volume, mass-produced items.

Research and Development Activities

The Company expensed as incurred product development costs of $2,343,684 in 2001, $2,740,315in  2000, and $2,805,592 in 1999. Theseexpenditures included engineeringproduct  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 localenvironmental provisions which havebeen  enacted or adopted to regulate the  distribution of materials into the environment.

Number of Persons Employed

  Total employment by the Company at September 30, 2001 was 169  employees. None of the employees are represented by a union. The Companyconsiders its relations with its employees to be good.

  Financial Information Concerning Foreign and Domestic Operations and Export Sales

  During the fiscal year ended September 30, 2001, all manufacturing,research and development and administrative operations were conducted in the  United States. Revenues derived from export sales approximated $692,000 in 2001, $1,304,000 in 2000, and $871,000 in 1999. Shipments to Canada make up the majority of export sales.
**ITEM 2. DESCRIPTION OF PROPERTIES***(Table of Contents)*

As of December1, 2001 the Company had facilities in the United States  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, testequipment, and fastening systems products.

Leased, with 			annualrenewal options extending through 2061. 

**ITEM 3. LEGAL PROCEEDINGS***(Table of Contents)*

The Companyis not a party to any material legal proceedings.

**ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS***(Table of Contents)*

Not Applicable.**ITEM 10. EXECUTIVE OFFICERS OF THE REGISTRANT****(Table of Contents)*

The followingis a list of the executive officers of the Company as of September 30, 2001. The executive officers are elected each year and serveat the pleasure of the Boardof Directors. Mr. Robert Bauman was elected Chairman by the Board of Directors in July 1993 and served as chairman until May2001. He has been President since 1991 and Chief Executive Officer since1993. For at least five yearsprior to 1991 he held the office of Vice President. The Board of Directorselected Mr. Gregory  Zoloty VicePresident of Finance and Chief Financial Officer in May 2001. Mr. Zolotywas Vice President of Accounting and Chief Accounting Officer since 1994.He joined the Company in 1986.Mr. Thomas Bauman was elected Vice President of Sales and Marketing by theBoard of Directorsin May, 1999.He joined the Company in April, 1998. In 1996 and 1997 he was Presidentand CEO of C&K Manufacturing. Mr. Robert Bauman and Mr. Thomas Baumanare brothers.
**OFFICE**

**OFFICER**

**AGE**

President and 			Chief Executive   Officer

Robert L. Bauman

  61

Vice 			President, Finance and Chief Financial Officer

Gregory M. 			Zoloty

  49

Vice 			President, Sales

Thomas F. 			Bauman

  58

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

**PART II**

**ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS***(Table of Contents)*

a)  MARKET INFORMATION

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

The followingtable 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 withoutretail markup, markdown or commissions. Data was supplied by Nasdaq.

**PRICES 			FOR THE YEARS ENDED:**

**September 30, 2001**

**September 30, 2000**

**HIGH**

**LOW**

**HIGH**

**LOW**

First Quarter

4.50

3.13

7.38

5.00

Second Quarter

4.36

3.00

9.25

5.75

Third Quarter

4.50

2.61

6.88

4.75

Fourth Quarter

3.48

2.50

6.00

3.88

b) HOLDERS

As of December14, 2001, there were approximately 409 holders of record of the Company's outstanding Class A Common Shares and 5 holders of recordof the Company's outstanding ClassB Common Shares.

c) DIVIDENDS

 In fiscal 2001 the Company paid no dividends on its Class A and Class BCommon Shares. In fiscal 2000 the Company paid a special dividend of $.10per share onits Class A and ClassB Common Shares on March 31, 2000. In fiscal 1999 the  Company paid a special dividend of $.15 per share on its Class A and Class BCommon Shares, on January 22,1999. The declaration and payment of future dividends is restricted, undercertain circumstances, by the provisions of the Company's bank credit agreement when borrowings are outstanding.Such restriction is not expected tomaterially  limit the Company's ability topay  dividends in the future, if declared. In addition, pursuant to the Company'sAmended Articles of Incorporation, no dividends may be paid on Class B Common  Shares until cash dividends of ten cents per share per fiscal year arepaid  onClass A Common Shares.Any determination  to pay cash dividends in the future  will be at the discretion of the Board of Directors after taking into accountvarious factors, including the Company's financial condition, results of  operations and current and anticipated cash needs.

**ITEM  6. SELECTED FINANCIAL DATA***(Table of Contents)*

**FOR THE YEARS ENDED SEPTEMBER 30**

**2001**

**2000**

**1999**

**1998**

**1997**

(In Thousands of Dollars, except per 			share amounts)

Net Sales

$

15,261

  $

  18,275

  $

  18,827

  $

  20,768

  $

  21,159

Net Income (Loss)

$

(662)

$

(411)

$

(268)

$

1,034

$

605

Working Capital

$

6,843

$

7,923

$

8,473

$

8,818

$

9,279

Total Assets

$

12,178

$

13,767

$

14,282

$

15,047

$

13,736

Long-term Debt

$

9

$

156

$

418

$

549

$

127

Total Stockholders' Equity

$

10,986

$

11,642

$

12,110

$

12,551

$

11,617

Net Income (Loss) Per Share

$

(.54)

$

(.34)

$

(.22)

$

.86

$

.51

Dividends Declared

Per Share:

Class A

$

-0-

$

.10

$

.15

$

.10

$

.20

Class B

$

-0-

$

.10

$

.15

$

.10

$

.20

Stockholders' Equity

Per Share:

$

9.01

$

9.56

$

10.09

$

10.48

$

9.71

Return on Sales 

(4.3%)

(2.2%)

(1.4%)

5.0%

2.9%

Return on Assets

(5.4%)

(2.9%)

(1.8%)

7.2%

4.4%

Return on Equity

(6.0%)

(3.5%)

(2.2%)

8.6%

5.3%

Closing Stock Price

$

2.50

$

4.50

$

7.56

$

6.88

$

8.25

**ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS***(Table of Contents)*

Introduction

Until themid 1980's Hickok was known primarily for its ability to  develop and manufacture high technology, precision indicating instruments forbusiness and pleasure aircraft, locomotive and general industrial applications.  This reputation was enhanced because of the Company's capabilities in the designand implementation of electronics circuitry. In recent years the Company has  applied this expertise toward the development of electronic diagnosticequipmentused in the automotiveindustry. The Company's first major diagnostic tool was  introduced in the early 1990's and sold direct to Ford Motor Company. That tool,and all the other diagnostic tools sold by the Company, are now distributed  through various aftermarket channels. The Company currently generatesapproximately 39% of its revenue from designing and manufacturing diagnostic  tools for the automotive aftermarket. These tools enable automotive servicetechnicians to identify problems inthe  rapidly increasing number of electronics  systems in automobiles.

Approximatelyeight years ago the Company initiated a strategy to use  existing expertise to diversify its customer base and add new productswithinits various product classes.The strategy  has been implemented usingacquisitions  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 privatelyowned company in Kirkwood,Pennsylvania. Sales of aftermarket products now  account for 39% of automotive diagnostic and specialty tool sales, 29%in  fiscal 2000. Waekon manufactures a variety of automotive diagnostic equipmentand specialty tools used by automotive technicians. The acquisition cost  $2,221,302 and was recorded as an asset purchase. Because of its positiveposition in the industry, the Waekonname has become the trademark used by the  Company to market its products to the automotive aftermarket.

In July,2000 the Company closed down its production and sales facility in Kirkwood, Pennsylvania pursuant to a restructuring plan. The expected annualcost savings of approximately $600,000 anticipated in the closing of theKirkwood, Pennsylvania facility took into consideration possible increasesin other expenses that might occur. The savings were expected to be realizedin equal amounts per month with similar impact on both future earnings andcash flow, beginning in October 2000. Major expense categories anticipatedto be affected are as follows:

Applicable to Manufacturing

Rent, utilities, insurance

$

121,000

Production Overhead (Wages)

143,000

Product Development

144,000

Marketing and Administration

192,000

Annual Total

$

600,000

For the year ended September 30, 2001 the Company achieved the savings that were anticipated.

In April of 2001 management took steps to reduce non-directproduct related expenses throughout the Company by an estimated 20%. The stepsincluded a substantial reduction in personnel and expenditure restrictionsin most aspects of the Company's operations. The savings of approximately$975,000 in fiscal 2001, anticipated at the time of the reductions, were realized. 

The timingof order releases in the Company's automotive diagnostic  equipment business can cause wide fluctuations in the Company's operatingresults, particularly on a quarter-to-quarter basis. Orders for such equipment  can be large, are subject to customer release, and may result in substantialvariations in quarterly sales and earnings. There were no large orders of this  nature in either of the past two fiscal years. The primary reason for this wasthe Company's efforts in recent years to diversify its customer base. However,  in future years the introduction of new products could result in a significantincrease in order levels which may result in substantial variations in quarterly  sales and earnings. Any foreign sales are made in United States Dollars.

Short-termearnings also can be affected by levels of expenditures for  product development. Introduction of new automotive diagnostic productsto  theaftermarket on a regularbasis is very important for the ongoing success of this  business segment. Consequently, expenditures for product development have beenand will continue to be significant to the Company's operations.

The Company'sorder backlog as of September 30, 2001 totaled  $1,850,000 as compared to $4,640,000 as of September 30, 2000 and $3,652,000 asof September 30, 1999. The decrease in fiscal 2001 is due to lower orders for  indicators and gauges of $335,000, completion of the balance of a largediagnostic product order, reduced orders for automotive diagnostic productsof $1,785,000 and fastening control products of $670,000. Most of the backlogat September 30, 2001 is expected to be shipped by  the end of the current fiscal year. The increase in fiscal 2000 was dueto  an increase in orders for indicatorsand gauges and fastening control products.

ReportableSegment Information

EffectiveSeptember 30, 1999, the Company adopted Financial Accounting  Standards No. 131, Disclosures about Segments of an Enterprise and RelatedInformation. 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.

Indicatorsand Gauges

This segmentconsists of products manufactured and sold primarily to  companies in the aircraft and locomotive industry. Within the aircraftmarket,the primary customersare those companies  that manufacture business and pleasure  aircraft. Within the locomotive market, indictors and gauges are sold to bothoriginal equipment manufacturers and to operators of railroad equipment.

AutomotiveDiagnostic Tools and Equipment

This segmentconsists primarily of products designed and manufactured  to support the servicing of automotive electronic systems. These products aresold both direct and to theaftermarket using a variety of distribution methods.  The acquisition of Waekon Industries in 1998 added new products anddistribution sources for the aftermarket. Included in this segment are fastening  control products used primarily by a large automobile manufacturer to monitorand control the nut running processin  an assembly plant. This equipment  provides high quality threading applications.

Resultsof Operations

Sales forthe fiscal year ended September 30, 2001 declined to  $15,261,149, a decrease of approximately 16% from fiscal 2000 sales of$18,274,626.  Thisdecrease in saleswas volume-driven  and attributable primarily to lower product  sales of approximately $3,700,000. The decline in product sales was partially offset by and 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 theCompany continues to emphasize its aftermarket business. Aftermarket sales were flat   in fiscal 2001 for several reasons. Sales of emissions products werenegatively impacted as several states continued to delay implementation of gas cap and gas  tank testing. The company anticipates  that overall product sales will remain at current levels in fiscal 2002. The current level of service revenue is expected to continue for fiscal2002.

Sales forthe fiscal year ended September 30, 2000 declined slightly to $18,274,626, a decrease of approximately 3% from fiscal 1999 sales. This decrease in sales was primarily volume-drivenand attributable to lower product sales of approximately $532,000. Service revenue was essentially flat compared to fiscal 1999. The reduction in product sales occurred in the automotive diagnostic equipment segment. Sales of automotive diagnosticproducts to OEM accounts decreased by $412,000 while sales of fastening systemsproducts  dropped by $116,000. 

Cost ofproducts sold in fiscal 2001 was $8,016,562 or 60.7% of net  product sales compared to $9,423,727 or 55.8% of  net product sales respectively in fiscal 2000. Cost of products sold during fiscal 1999 was $10,606,454 or60.9%  of net product sales. The increase  in the percentage of cost of products sold applicable to product salesbetweenfiscal 2001 and fiscal2000 was due to  a change in product mix as sales of lower margin automotivediagnostic products  to the aftermarket and other markets represented a largerportion of total  product sales offset in part by expense reductions implementedin April 2001.  The decrease in the percentageof  cost of products sold between fiscal 2000 and fiscal 1999 was due primarilyto product mix and to operating efficiencies realized at the manufacturing level. The cost of products sold percentage should decrease slightly in fiscal  2002 due to a change in product mix and a full year of expense reductions implemented in April 2001.

Cost ofservices sold in fiscal 2001 was $1,470,011 or 71.6% of net  service sales compared to $1,087,177 or 78.6% respectively in fiscal 2000. Cost of services sold during fiscal 1999 was $935,231 or 66.7  % of net service sales. The decrease in the cost of services sold as apercentage  of net service sales is due to a higher sales volume coupledwith a favorable  product mix and expense reduction measures implementedin April 2001 offset  in part by a slight increase in warranty related costsassociated with the  automotive diagnostic products. The increase in thecost of services sold  as apercentageof net service sales  between fiscal 2000 and fiscal 1999 is primarily  due to a change in product mix and aslight increase in warranty repair charges.The percentage of cost of servicessold relative to net service sales is expected to improve slightly in fiscal 2002.

Productdevelopment expenditures in fiscal 2001 were $2,343,684 which was 15% lowerthan expenditures of $2,740,315 in fiscal 2000. The dollar decrease is dueprimarily to cost savings from the closing of the Kirkwood, Pennsylvania facilityand to expense reduction measures implemented in April 2001. Product developmentexpenditures in fiscal 2000 were $2,740,315 which was 2%  lower than expenditures of $2,805,592 in fiscal 1999. This decreasereflects efficiencies resulting fromtechnology improvements inengineeringsystems and procedures. It is anticipated  that the amount spent on product development in fiscal 2002 will be approximately 12%lower than the amount spentin fiscal 2001 due to a full year of expense reductions implemented in April 2001 whilecontinuing to support the ongoing need to develop a steady flow of new  diagnostic products for the automotive aftermarket.

Marketingand administrative expenses amounted to $4,570,170 which was 29.9  % of net sales in fiscal 2001, $5,357,063 or 29.3% of net sales in fiscal   2000, and $5,106,577, or 27.1% of net sales in fiscal 1999. Expenditures in fiscal 2001 were 15% lower than fiscal 2000 due to lower marketing and administrative expenses as a result of expense reduction measures implemented in April 2001 and to a lesser extent to expenses applicable to the closing of the Kirkwood, Pennsylvania facility in July 2000. Expenditures infiscal 2000 were 5% higher than fiscal 1999 due to an increase in commissions and royalties associated with certainaftermarket product sales. The Company anticipates that marketing and administrative expenses will decrease in fiscal 2002due to a full year of expense reductions implemented in April 2001.

Interestcharges were $49,057 in fiscal 2001 compared with $60,367 in  fiscal 2000 and $68,171 in fiscal 1999. The decrease in interest charges in fiscal 2001 compared to fiscal 2000 was due to a reduction in short-term borrowings. The decrease in interest charges in  fiscal 2000 compared to fiscal 1999 was due to a reduction in long-termdebtincurred with the Waekon acquisitionin February, 1998. 

In fiscal2000, a restructuring charge of $434,015 was recorded due to  the closing in July, 2000 of the Company's manufacturing facility in Kirkwood,Pennsylvania. These charges were composed of $228,375 of future lease payments, $111,750 of  losses on the abandonment of the plant facility and equipment and $93,890 ofemployee severance and related expenses. The Company expected to realize pre-tax  operating cost savings of approximately $600,000 annually as the facility inGreenwood, Mississippi has taken over all manufacturing formerly performed in Kirkwood. For the fiscal year ended September 30, 2001 the Company achieved the savings anticipated.
Other incomeof $40,929 in fiscal 2001 compares with other expense of $6,366. The changewas primarily due to losses on fixed asset disposals in fiscal 2000. Otherincome in fiscal 2001 consisted primarily of interest income on short-terminvestments and discounts on purchases. Other expense of $6,366 in fiscal2000 compares with other income of $51,527 in fiscal 1999. The change was primarily due to losses on fixedasset disposals. 

Incometaxes in fiscal 2001 were a negative $485,300 which represents a recoveryof income taxes at a 42.3% effective tax rate. Income taxes in fiscal 2000were a negative $423,800 which represents a recovery  of income taxes at a 50.8% effective tax rate. In fiscal 1999incometaxes were a negative $375,500which represents a recovery of income taxes at a  58.3% effective tax rate. The recovery rate in fiscal 2001, 2000 and 1999exceeded the normal tax rate of 37%due  to the recognition of both current and  prior year research and development tax credits. It is anticipated thatthe  effective tax rate in fiscal 2002 will approach  the rate experienced in fiscal 1998 due to the anticipated existence ofresearchand development tax credits. Management anticipates that with an improved economy, an increase in salescombined with operating efficiencies due in part to the restructuring of theKirkwood, Pennsylvania operation and cost saving measures recently implementedwill generate sufficient taxable income during the carryforward period tofully realize the deferred tax benefits.  The deferred tax benefits beginto expire in 2019.

The netloss in fiscal 2001 was $662,106, or $.54 per share which was  an increase of $251,502 as compared with the net loss of $410,604, or $.34 pershare, in fiscal 2000. Thenet  loss in fiscal 1999 was $268,171, or $.22 per  share. The change in fiscal 2001 versus fiscal 2000 was primarily due to lower sales offset in part by the cost saving measure of the Kirkwood, Pennsylvania plant closing in July 2000 and the expense reduction measures implemented in April 2001. The changein  fiscal 2000 versus fiscal 1999 was primarily due to a restructuring charge of $434,015 which represented a one-time charge associated with the decision to close the Company's manufacturing facility in Kirkwood, Pennsylvania.The facility was closed on July 14, 2000 as a cost saving measure and production was transferred to the Company's Greenwood, Mississippi facility.
  Liquidity and Capital Resources

Currentassets of $8,025,010 at September 30, 2001 were 6.8 times  current liabilities and the total of cash and receivables was 3.2 timescurrentliabilities. These ratioscompare to 5.0 and 1.7 respectively at the end of  fiscal 2000. Total current assets were down approximately $1,870,000 from theprevious year end due primarily to a reduction in inventory ofapproximately  $1,866,000. The decrease in inventory was due to a significantorder completed  during the period and a management emphasis on inventoryreductions throughout  product categories.

Workingcapital at September 30, 2001 was $6,842,604 as compared to  $7,923,233 a year ago. The decrease was due primarily to a decrease ininventory  of approximately $1,866,000, a reduction in current deferred incometaxes  and refundable income taxes totaling approximately $451,000, offsetby an  increase in cash of $263,000 and a reduction of short-term borrowingof $668,000.

Duringthe fiscal year the Company's business may require an increase  in inventory of work-in-process and finished goods in order to meet anticipateddelivery schedules. Whenever there may be a requirement to increase inventory in  fiscal 2002 there will be a negative but temporary impact on liquidity.TheCompany believes that internallygenerated funds and a $3,000,000 revolving line  of credit will provide sufficient liquidity to meet ongoing working capitalrequirements.

Internallygenerated funds in fiscal 2001 were $1,083,049 and were adequate to fund theCompany's primary non-operating cash requirements  consisting of capital expenditures of $131,289 and debt payments of$702,699. The primary reason for thepositive cash flow from operations was the  reduction in inventory. In fiscal 2000 internally generated funds were$220,557  andwere not adequateto fund the  Company's primary non-operating cash requirements  consisting of capital expenditures and long-term debt payments of $405,703 and$466,936 respectively. Theprimary  reason for the negative cash flow in fiscal 2000 was the net lossof $410,604  and a $281,144 reduction in accounts payable. In fiscal 1999internally generated  funds were a negative $370,925 and were not adequateto fund the Company's  prime non-operating cash requirement consisting ofcapital expenditures and  long-term debt payments of $460,954 and $160,693respectively. The primary  reason for the negative cash flow from operationswas a $679,279 increase  in accounts receivable. The Company expects internallygenerated funds infiscal 2002from operating activities,  primarily net income, to be adequate to  fund approximately $280,000 of capitalexpenditures and $40,000 dueonthe current portion of long-term debt.  Most of the capital expenditureswill  be made to upgrade engineeringand manufacturing equipment.

In February,2001 the Company amended an existing credit agreement with  its financial lender. The agreement expires in February, 2002 and provides fora secured revolving creditfacility  of $5,000,000 with interest at the prime  commercial rate with a LIBOR option. At September 30, 2001, the  Company had no outstanding balance underthis loan facility. Effective April  2001, the agreement was secured by theCompany's accounts receivable, inventory,  equipment and general intangibles.Also in April, the credit agreement was  amended to reduce the working capitalcovenant from $7,000,000 to $6,000,000  until December 31, 2001 at whichtime it reverts back to $7,000,000. Management  believes it can obtain awaiver if the covenant is violated in the future.  In addition, managementhas determined a revolving credit facility is important  to the Company andis currently in negotiation with its financial lender regarding renewal ofthe facility. The Company is confident a facility can be negotiated at acceptableterms.

Impactof Inflation

In recentyears, inflation has had a minimal effect on the Company  because of low rates of inflation and the Company's policy prohibitingtheacceptance of long-term fixedrate contracts  without provisions permittingadjustment  for inflation.

Forward-LookingStatements

The foregoingdiscussion includes forward-looking statements relating  to the business of the Company. These forward-looking statements, or otherstatements made by the Company, aremade  based on management's expectations and  beliefs concerning future events impacting the Company and are subjecttouncertainties and factors (including, but not limited to, those specified below)  which are difficult to predict and, in many instances, are beyond the control ofthe Company. As a result, actual results of the Company could differ materially  from those expressed in or implied by any such forward-looking statements. Theseuncertainties and factorsinclude (a) the Company's dependence upon a limited  number of customers, including Ford and General Motors, (b) the highlycompetitive industry in which the company operates, which includes several  competitors with greater financial resources and larger sales organizations, and(c) the acceptance in the marketplace of new products and/or services developed  or under development by the Company including automotive diagnostic products,fastening systems products and indicating instrument products, and (d) the  ability of the Company to effectively make the transition from primarily servingOEM customers to serving smaller customers in the automotive aftermarket.

**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK***(Table of Contents)*

The Companyis exposed to certain market risks from transactions that  are entered into during the normal course of business. The Company hasnotentered into derivative financialinstruments  for trading purposes. TheCompany's  primary market risk exposure relates to interest rate risk. The  Company's only debt subject to interestrate risk is its revolving creditfacility. The Company has a balance of  $-0- on its revolving credit facility  at September 30, 2001, which is subjectto a variable rate of interest based  onthe prime commercial rate with  a LIBOR option. As a result, the  Company believes that the market risk relating to interest rate movements isminimal.

**ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA***(Table of Contents)*

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

**INDEPENDENT AUDITORS' REPORT***(Table of Contents)*

**SHAREHOLDERS AND BOARD OF DIRECTORSHICKOK INCORPORATEDCLEVELAND, OHIO**

We haveaudited the accompanying consolidated balance sheets of HICKOK  INCORPORATED as of September 30, 2001 and 2000, and the related consolidatedstatements of income, stockholders'equity  and cash flows for each of the three  years in the period ended September 30, 2001. These financial statements are theresponsibility of the Company's management. Our responsibility is to express an  opinion on these financial statements based on our audits.

We conductedour audits in accordance with auditing standards generally accepted in theUnited States. Those standards require that we plan and perform the auditto obtainreasonable assurance thatthe financial statements are free from material  misstatement. An audit includes examining, on a test basis, evidence supportingthe amounts and disclosures in the financial statements. An audit also includes  assessing the accounting principles used and significant estimates madebymanagement, as well as evaluatingthe overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In ouropinion, the financial statements referred to above present fairly, in all material respects, the consolidatedfinancial position of HickokIncorporatedas of September 30, 2001 and 2000, and the consolidated results of their operations and their cash flowsfor each of the three years in the period ended September 30, 2001 in conformity with accounting principles generallyaccepted in the United States.

/s/ Meaden & Moore, Ltd.M**EADEN & MOORE, Ltd.****CERTIFIED PUBLIC ACCOUNTANTS**

**NOVEMBER 21, 2001CLEVELAND, OHIO**

**F-1**

**CONSOLIDATED BALANCE SHEET  HICKOK INCORPORATEDSEPTEMBER 30**
*(Table of Contents)*
**ASSETS**

**2001**

**2000**

**CURRENT ASSETS:**

Cash and cash equivalents

$576,664

$313,553

Accounts receivable-less allowance for 

3,190,930

3,020,754

doubtful accounts of $43,000 ($80,000, 2000)

Inventories less-allowance for obsolete 

3,994,347

5,860,217

inventory of $92,000 ($255,000, 2000)

Deferred income taxes

167,300

400,800

Prepaid expenses

51,231

34,608

Refundable income taxes

44,538

261,833

**Total Current Assets**

8,025,010

9,891,765

**PROPERTY, PLANT AND EQUIPMENT:**

Land

229,089

229,089

Buildings

1,487,337

1,486,845

Machinery and equipment

3,029,998

3,706,199

4,746,424

5,422,133

Less accumulated depreciation

3,114,038

3,474,290

1,632,386

1,947,843

**OTHER ASSETS:**

Goodwill-less accumulated amortization of 

1,687,107

1,799,999

$462,980($350,088, 2000)

Deferred charges - less accumulated 

-

10,552

amortization of $39,837 ($29,285, 2000)

Deferred income taxes

831,000

114,400

Deposits

2,050

2,050

2,520,157

1,927,001

**Total Assets**

$12,177,553

$13,766,609

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

**LIABILITIES  AND STOCKHOLDERS' EQUITY**
*(Table of Contents)*
**2001**

**2000**

**CURRENT LIABILITIES:**

Short-term financing

$

-

$668,000

Current portion of capitalized lease payable

40,128

40,128

Trade accounts payable

314,163

401,806

Accrued payroll and related expenses

363,833

443,646

Accrued expenses

127,088

171,019

Accrued income taxes

199,217

207,202

Accrued taxes other than income

137,977

36,731

**Total Current Liabilities**

1,182,406

1,968,532

**LONG-TERM DEBT:**

Capitalized lease payable - less current portion

8,781

43,480

Other long-term liabilities

-

112,375

**Total Long-Term Liabilities**

8,781

155,855

**STOCKHOLDERS' EQUITY:**

Common shares - par value $1.00

Class A 3,750,000 shares authorized, 774,470 

764,884

762,884

shares issued (772,470 - 2000)

Class B 1,000,000 convertible shares authorized,      

454,866

454,866

475,533 shares issued

Contributed capital

1,603,848

1,599,598

Treasury shares - 9,586 Class A shares and 20,667       

(605,795)

(605,795)

Class B shares

Retained earnings

8,768,563

9,430,669

**Total Stockholders' Equity**

10,986,366

11,642,222

**Total Liabilities and Stockholders' 			Equity**

$12,177,553

$13,766,609

**F-3**

**CONSOLIDATED STATEMENT OF INCOME  HICKOK INCORPORATED  FOR THE YEARS ENDED SEPTEMBER 30**
*(Table of Contents)*
**2001**

**2000**

**1999**

**NET SALES:**

Product sales

$13,209,191

$16,891,799

$17,424,101

Service sales

2,051,958

1,382,827

1,402,726

**Total Net Sales**

15,261,149

18,274,626

18,826,827

**COSTS AND EXPENSES:**

Cost of product sold

8,016,562

9,423,727

10,606,454

Cost of services sold

1,470,011

1,087,177

935,231

Product development

2,343,684

2,740,315

2,805,592

Marketing and administrative 

4,570,170

5,357,063

5,106,577

expenses

Interest charges

49,057

60,367

68,171

Restructuring charge

-

434,015

-

Other (income) expense

(40,929)

6,366

(51,527)

16,408,555

19,109,030

19,470,498

**Loss before Recovery of**

(1,147,406)

(834,404)

(643,671)

**Income Taxes**

**RECOVERY OF INCOME TAXES:**

Current

(2,200)

(183,000)

(132,100)

Deferred

(483,100)

(240,800)

(243,400)

(485,300)

(423,800)

(375,500)

**NET LOSS**

$(662,106)

$(410,604)

$(268,171)

**NET LOSS PER COMMON SHARE**

$(.54)

$(.34)

$(.22)

**WEIGHTED AVERAGE SHARES OF COMMON STOCK 			OUTSTANDING**

1,218,374

1,204,276

1,199,416

  See accompanying summary of accounting policies and notes to financialstatements

**F-4**

**CONSOLIDATED  STATEMENT OF STOCKHOLDERS' EQUITY  HICKOK INCORPORATED  FOR THE YEARS ENDED SEPTEMBER 30, 2001, 2000, AND 1999**
*(Table of Contents)*
**COMMON STOCK -$1.00 PAR 			VALUE**

**RETAINEDEARNINGS**

**CLASS A**

**CLASS B**

**CONTRIBUTEDCAPITAL**

**TREASURYSHARES**

**TOTAL**

**Balance at September**

$10,409,382

$742,884

$454,866

$1,549,598

$(605,795)

$12,550,935

**30, 1998**

Dividend of $.15 per 

(179,963)

-

-

-

-

(179,963)

Class A and B shares

Sale of Class A shares 

-

2,000

-

5,000

-

7,000

under option

Net Loss

(268,171)

-

-

-

-

(268,171)

**Balance at September**

**30, 1999**

9,961,248

744,884

454,866

1,554,598

(605,795)

12,109,801

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**

9,430,669

762,884

454,866

1,599,598

(605,795)

11,642,222

**30, 2000**

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**

See accompanyingsummary of accounting policies and notes to financial  statements

**F-5**

**CONSOLIDATED  STATEMENT OF CASH FLOWS  HICKOK INCORPORATED   FOR THE YEARS ENDED SEPTEMBER 30**
*(Table of Contents)*
**2001**

**2000**

**1999**

**CASH FLOWS FROM OPERATING ACTIVITIES:**

Cash received from customers

$15,090,973

$18,631,163

$18,147,548

Cash paid to suppliers and employees

(14,175,409)

(18,495,372)

(18,601,050)

Interest paid

(52,828)

(85,509)

(71,934)

Interest received

8,803

19,039

25,753

Income taxes refunded

211,510

151,236

128,758

**Net Cash Provided by (Used in) Operating 			Activities**

1,083,049

220,557

(370,925)

**CASH FLOWS FROM INVESTING ACTIVITIES**:

Capital expenditures

(131,289)

(405,703)

(460,954)

Change in deposits

-

(300)

2,600

Proceeds on sale of assets

7,800

9,875

4,350

Payments for business purchased

-

(78,194)

-

**Net Cash Used in Investing Activities**

(123,489)

(474,322)

(454,004)

**CASH FLOWS FROM FINANCING ACTIVITIES:**

Short-term borrowings

1,725,000

2,325,000

1,568,000

Payments on short-term borrowings

(2,393,000)

(1,757,000)

(1,468,000)

Decrease in long-term financing

(34,699)

(466,936)

(160,693)

Sale of Class A shares under option

6,250

52,650

5,850

Dividends paid

-

(119,975)

(179,963)

**Net Cash Provided by (Used in) Financing 			Activities**

(696,449)

33,739

(234,806)

**Increase (Decrease) in Cash and Cash 			Equivalents**

263,111

(220,026)

(1,059,735)

**Cash and Cash Equivalents at Beginning of Year**

313,553

533,579

1,593,314

**Cash and Cash Equivalents at End of Year**

$576,664

$313,553

$533,579

See 			accompanying summary of accounting policies and notes to financial 			statements

**F-6**

**2001**

**2000**

**1999**

**RECONCILIATION OF NET LOSS TO NET CASH PROVIDED**

**BY (USED IN) OPERATING ACTIVITIES:**

Net Loss

$(662,106)

$(410,604)

$(268,171)

**ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH 			PROVIDEDBY OPERATING ACTIVITIES:**

Depreciation and amortization

561,399

651,870

746,919

Non-cash compensation

-

10,350

53,721

Loss on disposal of assets

991

158,087

5,710

Deferred income taxes

(483,100)

(240,800)

(243,400)

**CHANGES IN ASSETS AND LIABILITIES:**

Decrease (Increase) in accounts receivable

(170,176)

356,537

(679,279)

Decrease (Increase) in inventories

1,865,870

(152,119)

183,991

Decrease (Increase) in prepaid expenses

(16,623)

16,961

(12,767)

Decrease (Increase) in refundable income 

217,295

(62,209)

(17,812)

taxes

Increase (Decrease) in trade accounts 

(87,643)

(281,144)

26,648

payable

Increase (Decrease) in accrued payroll and 

(79,813)

3,539

(164,532)

related expenses

Increase (Decrease) in other accrued

(55,060)

139,644

(16,422)

expenses, accrued taxes other than income 

and other long-term liabilities

Increase (Decrease) in accrued income taxes

(7,985)

30,445

14,469

Total Adjustments

1,745,155

(631,161)

(102,754)

**Net Cash Provided by (Used In) Operating**

$1,083,049

$220,557

$(370,925)

**Activities**

  NON-CASH INVESTING AND FINANCING ACTIVITIES:

During1999, non-cash compensation included $52,571 for equipment transferred to a former employee.

**F-7**
**F - 8**
**NOTES  TO CONSOLIDATED FINANCIAL STATEMENTS  HICKOK INCORPORATED  SEPTEMBER 30, 2001, 2000 AND 1999**

**1. NATURE OF OPERATIONS**
*(Table of Contents)*
HickokIncorporated and its wholly-owned domestic subsidiaries ("Company") developand manufacture products used by companies in the transportation  industry. Among the products are indicators and gauges sold to companies inaircraft and locomotive markets. On a much larger scale, the Company  manufactures diagnostic equipment used by automotive technicians to test thevarious electronic systemsin  automobiles. Also within the automotive segment,the Company manufactures equipment to control the nut running process in an  assembly plant. The Company serves the automotive, locomotive and generalaviation markets predominately in North America. Sales in the Company's  principal product classes, as a percent of consolidated sales, are as follows:
- 
**Product Classes**

**2001**

**2000**

**1999**

Automotive Test Equipment

68.3

%

73.8

%

73.2

%

Fastening Systems

13.9

10.7

11.0

Indicating Instruments

14.7

14.1

13.6

Other Product Classes

3.1

1.4

2.2

**Total**

100.0

%

100.0

%

100.0

%

Currentoperating 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**
*(Table of Contents)*
*Principles of Consolidation*:The consolidated financial statements include the accounts of HickokIncorporated  and its wholly-owned domestic subsidiaries since date of  acquisition. Significant intercompanytransactions and balances have beeneliminated in the financial statements.

*Concentration  of Credit Risk*:The Company sells its products andservices  primarily to customers in the United  States and to a lesser extent overseas. All sales are made in United States dollars. The Company extends  normal credit terms to its customers. Customers in the automotive industry(primarily originalequipment manufacturers) comprise 65% of outstanding receivables at September30, 2001 (58% in 2000). Sales to two customers, each of which were in excessof 10% of total sales, approximated $5,100,000 and $1,900,000 (2001),$6,300,000and $1,700,000 (2000), $6,100,000 and $2,400,000 (1999). The Company establishesan allowance for  doubtful accounts based upon factors surrounding the creditrisk of specific customers, historical trends and other information. 

*Useof Estimates  in the Preparation of Financial Statements*:  The preparation of financial statements in conformity with generally acceptedaccounting principles requires management to make estimates and assumptions that  may affect the reported amounts of certain assets and liabilities and disclosureof contingencies at the date of thefinancial  statements, and the reportedamounts  of revenue and expenses during the reporting period. Actual resultscould 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 certain of the SEC staff's views in applying generally accepted accounting principles to revenue recognition in financial statements. During the fourth quarter of the current year, the Company performed a review of its revenue recognition policies and determined that they are in compliance with SAB 101. 

  The Company records sales as manufactured items are shipped to customers.Revenue from development contracts represent agreements to provide training related programs to technicians and engineers and are recorded as service revenue. Revenue from these contracts is recognized as agreed upon milestones are achieved. The customer does not have a right to return merchandise unless defective or warranty related and there areno formal customer acceptance provisions. The Company warrants certain products against defects for periodsranging primarily from 12 to 36 months. Charges against income for warrantyexpense and sales returns and allowances were immaterial during each of the  three years in the period ending September 30, 2001.

*ProductDevelopment Costs*:  Product development costs, which include engineering production support, areexpensed as incurred. Research and development performed for customers  represents no more than 1% of sales in each year. The arrangements do notinclude a repayment obligation by the Company.

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

**2001**

**2000**

Raw materials and component parts

$2,353,329

$2,950,611

Work-in-process

828,238

1,821,531

Finished products

812,780

1,088,075

$3,994,347

$5,860,217

  The above amounts are net of reserve for obsolete inventory in the amount of $92,000 and $254,510 for the periods ended September 30, 2001 and September 30, 2000 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 depreciationpolicy of the Company is generally as follows:

**Class**

**Method**

**Estimated Useful Lives**

Buildings

Straight-line

10 to 40 years

Machinery and equipment

Straight-line

3 to 10 years

Tools and dies

Straight-line

3 years

  Depreciation, including depreciation on capitalized leases, amounted to$437,955(2001), $515,151 (2000),and $593,314 (1999).

*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 tht the carrying amount may not be recoverable. If the total of the expected future undiscountedcash 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* :  Deferred charges represent patents and software implementation costs and arebeing amortized over 3 years. Software implementation costs were incurred to  support and enhance internal information systems. Goodwill is being amortized ona straight-line basis over 15 to 20 years. Amortization of intangibles amounted to $123,444 (2001), $136,719 (2000) and $153,605(1999).

*Advertising Costs* :  Advertising costs are expensed as incurred.

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

*Income per Common Share*:  Income per common share information is computed on the weighted averagenumberof shares outstanding duringeach period as disclosed in note 8.

*Cash and Equivalents* :  For purposes of the Statement of Cash Flows, the Company considers allhighlyliquid debt instrumentspurchased with  a maturity of three months or less to be  cash equivalents. From time to time the Company maintains cash balancesinexcess of the FDIC limits. Thecash balance at September 30, 2001 amounted to  $601,616.

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

In July2001, the Financial Accounting Standards Board issued SFAS No. 141, BusinessCombinations, and SFAS No. 142, Goodwill and Other Intangible Assets. SFASNo. 141 requires that the purchase method be used for all business combinationsinitiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. SFAS No. 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually in accordance with the provisions of SFAS No. 142. The Company is required to adopt the provisions of SFAS No. 141 immediately, and SFAS No. 142 effective October 1, 2002.

 As of the date of adoption, the Company expects to have unamortized goodwillin the  amount of approximately $1,575,000, which will be subject to the transitionprovisions of SFAS No. 141 and 142. Amortization expense related to goodwillwas $112,892 for the year ended September 30, 2001. Because of the extensiveeffort needed to comply with adopting the new rules, it is not practicalto reasonably estimate the impact of adopting these statements on the Company'sfinancial statements at the date of this report, including whether any transitional impairment losses will be required to be recognized as the effect of a changein accounting principle.

In August2001, The Financial Accounting Standards Board issued SFAS No. 144, Accountingfor the Impairment or Disposal of Long-Lived Assets. This statement addressesfinancial accounting and reporting for the impairment or disposal of long-livedassets. This statement supersedes FASB Statement No. 121. The Company is requiredto adopt the provisions of SFAS No. 144 effective October 1, 2002.

*Reclassifications* :Certain prior year amounts have been reclassified to conform with current year  presentation.**3. SHORT-TERM FINANCING**
*(Table of Contents)*
TheCompany has a  secured credit agreement of $5,000,000 with its financial lender.The agreement expires in February 2002 and provides for a revolving creditfacility of $5,000,000 with interest at the bank's prime commercial ratewith a LIBOR option. The agreement is secured by the Company's accounts receivable,inventory, equipment and general intangibles. Effective April 2001, thiscredit agreement was amended to reduce the working capital covenant from$7,000,000 to $6,000,000  until December 31, 2001 at which time it revertsback to $7,000,000. The Company is in compliance with its loan covenants.Selected details of short-term borrowings are as follows:

**Amount**

**WeightedAverage  Interest rate**

Balance at September 30, 2001

$

-

9.01%

Average during 2001

$

349,208

9.07%

Maximum during 2001 (month end)

$

1,093,000

9.50%

Balance at September 30, 2000

$

668,000

9.32%

Average during 2000

$

296,850

9.30%

Maximum during 2000 (month end)

$

703,000

9.50%

**4. LEASES**
*(Table of Contents)*
*Operating*:The Company leases a facility andcertain equipment under operating leases  expiring through February, 2004.

TheCompany's minimum commitments under operating leases are as follows:
- 
2002

$32,314

2003

14,290

2004

1,506

**Total**

$48,110

 Rental expense under these commitments was $68,362 (2001), $153,465 (2000)and $178,509 (1999).

*Capital*:During 2000, the Company purchased equipment under a capital lease obligation,  replacing equipment purchased in 1997. The obligation is payable in monthlyinstallments of $3,344 including interest at 8.0% per year until February 2003.  The total capital lease obligation payable includes $44,954 remaining on theequipment purchased in 1997. The balance outstanding at September 30, 2001 was  $48,909. Minimum annual lease payments under the capital lease are as follows:
- 
2002

$40,128

2003

11,505

  51,633

Less amounts representing interest

  2,724

  $48,909

 The cost and accumulated depreciation of the equipment held under capitallease at September 30, 2001 is as follows:
- 
Cost

  $189,578

Accumulated 						depreciation/Amortization

  130,928

Book value

  $58,650

 A facility held under a capital lease has a net book value of $0 at September30, 2001. Future minimum lease payments which extend through 2061 areimmaterial.

**5. STOCK OPTIONS**
*(Table of Contents)*
 Under the Company's  Key Employees Stock Option Plans (collectively the"Employee Plans") the CompensationCommittee of the Board of Directors has the authority to grant options to Key Employees to purchase up to 91,500 Class A shares,net of granted options. The optionsare exercisable for up to 10 years. Incentive stock options are available at an exercise price of not less than marketprice on the date the option isgranted. However, options available to an individual owning more than 10% of the Company's Class A shares at the time of grantmust be at a price not less than110% of the market price. Nonqualified stock options may be issued at such exercise price and on such other terms and conditionsas the Compensation Committee maydetermine. No options may be granted at a price less than $2.925. Non-cash compensation expense related to stock optionplans was $0 (2001), $10,350 (2000)and $1,150 (1999). All options granted under the Employee Plans are exercisable at September 30, 2001.

 The Company's  Outside Directors Stock Option Plans (collectively the "Directors Plans") provide for the automatic grantof options to purchase up to 51,000 shares (less 21,000 options which were either canceled, expired or unissued)of Class A common stock over a fiveyear period to members of the Board of Directors who are not employees of the Company, at the fair market valueon the date of grant. All optionsgranted under the Directors Plans become fully exercisable on February 25, 2004.Transactions involving theplans  are summarized as follows:

**Weighted  Average  Exercise**

**Weighted  Average  Exercise**

**Weighted  Average  Exercise**

**2001**

**Price**

**2000**

**Price**

**1999**

**Price**

**Option Shares**

**Empoyee Plans:**

Outstanding October 1,

116,300

$9.34

106,500

$9.14

97,600

$9.69

Granted

32,100

3.13

27,800

5.00

23,000

7.13

Canceled

(23,250)

8.46

-

-

(12,100)

10.72

Exercised(2001-$3.13 per share)

(2,000)

3.13

(18,000)

2.93

(2,000)

2.93

Outstanding September 30,(2001-$3.13 to $17.25 per 			share)

  123,150

  7.99

  116,300

  9.34

  106,500

  9.14

Exercisable September 30,

  123,150

  7.99

  116,300

  9.34

  106,500

  9.14

**Director Plans:**

Outstanding October 1,

30,000

$12.07

36,000

$13.02

30,000

$14.20

Granted

6,000

4.25

6,000

8.50

6,000

7.13

Canceled

-

-

(12,000)

13.02

-

-

Exercised

  -

-

  -

-

  -

-

Outstanding September 30,(2001-$4.25 to $18.00 per 			share)

  36,000

  10.76

  30,000

  12.07

  36,000

  13.02

Exercisable September 30,

  24,667

  12.97

  20,000

  13.86

  24,000

  15.00

  The Company applies APB Opinion No. 25, "Accounting for Stock Issued ToEmployees" and related interpretations in accounting for its stock plans for both employees and non-employee Directors asallowed under FAS StatementNo. 123, "Accounting for Stock-Based Compensation". Accordingly, the adoption of this statement did not affect the Company's  resultsof operations, financial position or liquidity. Had compensation cost for fixed  price stock options granted in 2001, 2000 and 1999 been determined consistentwith FAS 123, pro forma net loss andearnings per share would have been as follows:

**2001**

**2000**

**1999**

Net Loss

- as reported

$(662,106)

$(410,604)

$(268,171)

- pro forma

$(746,578)

$(472,858)

$(308,524)

Net Loss per share

- as reported

$

(.54)

$

(.34)

$

(.22)

- pro forma

$

(.61)

$

(.39)

$

(.26)

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

 The fair value of issued stock options is estimated on the date of grantusing the  Black-Scholes option pricing model. The Black-Scholes option pricingmodel was originally developed for use in estimating the fair value of tradedoptions which have different characteristics from the Company's employee stockoptions. The model is also sensitive to changes in the subjective assumptionswhich can materially affect the fair value estimate. As a result, managementbelieves that the Black-Scholes model may not necessarily provide a reliablesingle  measure of the fair value of employee stock options. The followingweighted-average assumptions were used in the option pricing model for 2001,2000 and 1999 respectively: a risk free interest rate of 4.0%, 5.7% and 6.0%;an expected life of 6, 6 and 5 years; an expected dividend yield of 0.0%,1.8% and 2.0%; and a volatility factor of .88, .38 and .15. 

**6. CAPITAL STOCK, TREASURY STOCK, AND CONTRIBUTED CAPITAL**
*(Table of Contents)*
 Unissued shares of Class A common stock (614,016 and 601,166 shares in 2001and 2000  respectively) are reserved for the share-for-share conversion rightsof the Class B common stock and stock options under the Employee Plans andthe Directors Plans (see note 5). The Class A shares have one vote per shareand the Class B shares have three votes per share, except under certain circumstancessuch as voting on voluntary liquidation, sale of substantially all the assets, etc. Dividends up to $.10 per year, noncumulative, must be paid on ClassA shares before any dividends are paid on Class B shares. 

**7. INCOME  TAXES**
*(Table of Contents)*
 A reconciliation  of the recovery of income taxes to the statutory Federalincome tax rate is as follows: 
- 
**2001**

**2000**

**1999**

Loss before 				recovery of income taxes

  $(1,147,406)

  $(834,404)

  $(643,671)

Statutory 				rate

  34%

  34%

  34%

  (390,118)

  (283,697)

  (218,848)

State and 				local (recovery of) taxes - net

  12,300

  (18,000)

  (23,200)

Permanent 				differences

  8,500

  16,300

  (18,700)

Research and development credit - net

  (98,000)

  (129,200)

  (109,600)

Adjustment of estimated research and 

  -

  -

  (6,600)

development credit - net

Other

  (17,982)

  (9,203)

  1,448

  $(485,300)

  $(423,800)

  $(375,500)

 Deferred tax asset (liabilities) consist of the following: 

**2001**

**2000**

**Current:**

Inventories

  $42,000

  $73,600

Research and 			development credit carryforward

  -

  204,000

Accrued 			liabilities

  125,300

  123,200

  167,300

  400,800

**Noncurrent:**

Depreciation 			and amortization 

  (186,000)

  (177,800)

Research and 			development carryforward

  555,200

  206,200

Contribution 			carryforward

  119,300

  86,000

Net Operating 			Loss Carryforward

  342,500

  -

  831,000

  114,400

**Total**

  $998,300

  $515,200

 The contribution,  research and development credit and net operating losscarryforwards will begin to expire in 2019. 
  The Company's ability to realize the entire benefit of its deferred taxasset requires that the Company achieve certain future earning levels priorto the expiration of its NOL carryforwards. The Company could be requiredto record a valuation allowance for a portion or all of its deferred tax assetif market conditions deteriorate and future earnings are below, or projectedto be below, its current estimates.
**8. EARNINGS  PER COMMON SHARE**
*(Table of Contents)*
 The following  table sets forth the computation of basic and diluted earningper share.

**2001**

**2000**

**1999**

**Basic Loss 			Per Share**

Loss available 			to common stockholders

  $(662,106)

  $(410,604)

  $(268,171)

Shares 			denominator

  1,218,374

  1,204,276

  1,199,416

Per share 			amount

  $(.54)

  $(.34)

  $(.22)

**Effect of 			Dilutive Securities**

Average shares 			outstanding

  1,218,374

  1,204,276

  1,199,416

Stock options

  -

  -

  -

  1,218,374

  1,204,276

  1,199,416

**Diluted 			Loss Per Share**

Loss available 			to common stockholders

  $(662,106)

  $(410,604)

  $(268,171)

Per share 			amount

  $(.54)

  $(.34)

  $(.22)

**9. EMPLOYEE  BENEFIT PLANS**
*(Table of Contents)*
 The Company has a formula based profit sharing bonus plan for officers andkey employees. The formula takes into account "Economic Profit" in determiningthe bonus pool. The bonus distribution is determined by the Compensation Committeeof the Board of Directors after considering such factors as salary, lengthof service and merit. The maximum individual distribution is 50% of the distributee'ssalary. For fiscal years ended September 30, 2001, 2000 and 1999, the formula produced no distributions due to losses. 

 The Company has a 401(k) Savings and Retirement Plan covering all full-timeemployees.  Company contributions to the plan, including matching of employeecontributions, are at the Company's discretion. For fiscal years ended September30, 2001, 2000 and 1999, approximately $19,102, $37,992, and $38,217 respectively, were contributed to the plan. The Company does not provide any other post retirement benefits to its employees. 

 The Company has a deferred compensation plan which permits selected managementand highly compensated employees to make tax deferred contributions in theform of salary reductions instead of, or in addition to, contributions madeby them under the 401(k) Savings and Retirement Plan. For fiscal years endedSeptember 30, 2001, 2000 and 1999, approximately $10,800, $8,000 and $22,443respectively, were allocated by the participants to this plan and is includedin "Accrued Payroll and Related Expenses." 

**10. ACQUISITION**
*(Table of Contents)*
 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 methodof accounting. The purchase included accounts receivable ($504,282), inventory ($719,244), prepaid and other assets ($42,786), machinery and equipment($380,100),  assumption of current liabilities ($425,895), and goodwill ($1,000,785).The Company also recorded as goodwill closing costs related to the purchase($205,216), and the present value of a five year earn out contract havinga minimum required pay out of $585,892. In December 1999, the Company terminatedthe earn out agreement in exchange for payment of the minimum earn out liabilityplus an additional payment of $78,194. The $78,194 was treated as an additionto the purchase price. Accordingly, goodwill was increased by the amount ofthe payment. Goodwill is being amortized over 20 years. 

**11. RESTRUCTURING CHARGE**
*(Table of Contents)*
 During the third quarter of fiscal 2000, the Company decided to close itsKirkwood,  Pennsylvania production facility and incorporate this operationinto its existing Greenwood, Mississippi production facility. The actual closingoccurred on July 14, 2000. In connection with this decision, the Companyrecorded charges of $434,015 consisting of future lease payments ($228,375),losses and abandonment of the plant facility and equipment ($111,750) andemployee severance and related expenses ($93,890). The decision resulted inthe termination of most of the Kirkwood workforce, approximately 30 employees.            

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

**12. SEGMENT AND RELATED INFORMATION**
*(Table of Contents)*
 The Company has adopted SFAS No. 131, Disclosures about Segments of an Enterpriseand  Related Information, which changes the way the Company reports the information about its operating segments. 

 The Company's  four business units have separate management teams and infrastructuresthat offer different products and services. The business units have been aggregatedinto two reportable segments: 1.) indicators and gauges and 2.) automotiverelated diagnostic tools and equipment. The Company's management evaluatessegment performance based primarily on operating earnings before taxes. Non-operating items such as interest income and interest expense are included in generalcorporate expenses. Depreciation expense on assets used in manufacturingare considered part of each segment's operating performance. Depreciationexpense on non-manufacturing assets are included in general corporate expenses.Goodwill amoritization is applied to each segment's operating performance.

*Indicators and Gauges*

 This segment  consists of products manufactured and sold primarily to companiesin the aircraft and locomotive industry. Within the aircraft market, the primarycustomers are those companies that manufacture business and pleasure aircraft.Within the locomotive market, indicators and gauges are sold to both originalequipment manufacturers and to operators of railroad equipment.   

*Automotive  Diagnostic Tools and Equipment*

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

 Included in this segment are fastening control products used by a largeautomobile  manufacturer to monitor and control pneumatic and electric toolsthat tighten  threaded fasteners so as to provide high quality joint controlin an assembly  plant. The product was added in fiscal 1994 when the Companyacquired the  fastening systems business from Allen-Bradley Company. 

*Information by industry segment is set forth below*: 

**Years Ended 			September 30,**

**2001**

**2000**

**1999**

**Net Revenue**

Indicators and 			Gauges

  $

  2,239,126

  $

  2,573,469

  $

  2,552,456

Automotive 			Diagnostic Tools and Equipment

  13,022,023

  15,701,157

  16,274,371

  $

  15,261,149

  $

  18,274,626

  $

  18,826,827

**Income 			(Loss) from Operations**

Indicators and 			Gauges

  $

  (3,847)

  $

  454,111

  $

  524,155

Automotive 			Diagnostic Tools and Equipment

  688,847

  1,870,204

  1,956,984

General 			Corporate Expenses

  (1,832,406)

  (2,724,704)

  (3,124,810)

Restructuring 			Charge

  -

  (434,015)

  -

  $

  (1,147,406)

  $

  (834,404)

  $

  (643,671)

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

*Asset  Information*: 

**Indicators**

**Automotive**

**Corporate**

**Consolidation**

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

1999 - Identifiable Assets

  $1,365,237

  $9,819,539

  $3,097,364

  $14,282,140

*Geographical Information:*

 Included in the consolidated financial statements are the following amountsrelated  to geographic locations: 
- 
**Years 				Ended September 30,**

**2001**

**2000**

**1999**

**Revenue:**

  United States

  $14,568,941

  $16,970,977

  $17,956,203

  Canada

  516,664

  415,703

  579,230

  Other foreign 				countries

  175,544

  887,946

  291,394

  $15,261,149

  $18,274,626

  $18,826,827

 All export sales to Canada and other foreign countries are made in UnitedStates Dollars.

****

**13. QUARTERLY DATA (UNAUDITED)**
*(Table of Contents)*
**First**

**Second**

**Third**

**Fourth**

**Net Sales**

  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**

  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)**

  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**

  2001

  (.28)

  (.29)

  (.11)

  .14

  2000

  .19

  (.15)

  (.37)

  (.01)

**Diluted**

  2001

  (.28)

  (.29)

  (.11)

  .14

  2000

  .19

  (.15)

  (.37)

  (.01)

  (1) 					The third quarter 2000 includes a pre-tax expense of $434,015					for  a

  restructuring 					charge.

**ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE**
*(Table of Contents)*
 Not Applicable.

**PART III**
*(Table of Contents)*
**ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT**

 The information required by this Item 10 as to the Directors of the Companyis  incorporated herein by reference to the information set forth under thecaption "Information Concerning Nominees for Directors" in the Company's definitiveProxy Statement for the Annual Meeting of Shareholders to be held on February20, 2002, since such Proxy Statement will be filed with the Securities andExchange Commission not later than 120 days after the end of the Company's fiscal year pursuant to Regulation 14A. Information required by this Item 10 as to the Executive Officers of the Company is included in Part I ofthis  Annual Report on Form 10-K. 

**ITEM 11. EXECUTIVE COMPENSATION**

 The information required by this Item 11 is incorporated by reference tothe information set forth under the caption "Executive Compensation" in theCompany's definitive Proxy Statement for the Annual Meeting of Shareholdersto be held on February 20, 2002, since such Proxy Statement will be filedwith the Securities and Exchange Commission not later than 120 days afterthe end of the Company's fiscal year pursuant to Regulation 14A. 

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

 The information required by this Item 12 is incorporated by reference tothe information set forth under the captions "Principal Shareholders" and"Share Ownership of Directors and Officers" in the Company's definitive ProxyStatement for the Annual Meeting of Shareholders to be held on February 20,2002, since  such Proxy Statement will be filed with the Securities and ExchangeCommission not later than 120 days after the end of the Company's fiscal yearpursuant to Regulation 14A. 

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

 The information required by this Item 13 is incorporated by reference tothe information set forth under the caption "Transactions with Management"in the Company's definitive Proxy Statement for the Annual Meeting of Shareholdersto be held on February 20, 2002, since such Proxy Statement will be filedwith the Securities and Exchange Commission not later than 120 days afterthe end of the Company's  fiscal year pursuant to Regulation 14A. 

**PART IV**

**ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTSON REPORT 8-K**
*(Table of Contents)*
 (a) (1) FINANCIAL STATEMENTS

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

**PAGE**

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

 Consolidated  Balance Sheet - As of September 30, 2001 and 2000...........................................................................F-2                 

 Consolidated  Statement of Income - Years Ended September 30, 2001, 2000and 1999...........................................................................F-4                 

 Consolidated  Statement of Stockholders' Equity - Years Ended September30,                   2001, 2000 and 1999............................................................F-5                 

 Consolidated  Statement of Cash Flows - Years Ended September 30, 2001,                  2000 and 1999..................................................................F-6                 

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

 (a) (2) FINANCIAL STATEMENT SCHEDULES

 The following Consolidated Financial Statement Schedules of the Registrantand its subsidiaries are included in Item 14 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 accountingregulation of the Securities and Exchange Commission are not required underthe 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, 2001. 

**SIGNATURES**
*(Table of Contents)*
 Pursuant to the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized at Cleveland, Ohio this20th day of December, 2001. 

  HICKOK 			INCORPORATED

  By: 			/s/ Robert L. BaumanRobert L.  Bauman  President and Chief Executive Officer

  Pursuant to the requirements of the Securities Exchange Act of 1934,thisreport has been signed below by the following persons on behalf of the Registrant and in the capacities indicated and on the 20th day of December, 2001: 

**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

**EXHIBIT INDEX**
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**EXHIBIT 			NO.:**

**DOCUMENT**

  2

  Asset Purchase 			Agreement, dated February 6, 1998, by and among Waekon Industries, 			Inc. a Pennsylvania corporation, Peter Vinci, and WaekonCorp.,  an 			Ohio corporation (incorporated herein by reference to the 			appropriate exhibit to the Company's Current Report on Form 8-K 			dated February 17, 1998). 

  3(a)

  Articles of 			Incorporation and Code of Regulations.*

  3(b)

  Amendment 			to Articles of Incorporation (incorporated herein by reference to 			the Company's Annual Report on Form 10-K for the fiscal year ended			September 30, 1995, File No. 0-147).

  10(a)

  Restated Loan 			Agreement, dated as of February 19, 2001, by and between the 			Company and Huntington National Bank (incorporated herein by 			reference to the appropriate exhibit to the Company's Quarterly 			Report on Form10-Q  for the quarterly period ended March 31, 			2001). 

10(a)(1)

Commercial Security Agreement, dated  April 2, 2001, by and between the Company  (Grantor) and Huntington National Bank.
10(a)(2)

Commercial Security Agreement, dated  April 2, 2001, by and between Hickok   Incorporated (Borrower), Supreme Electronics Corp. (Grantor) and Huntington National Bank.

10(a)(3)

Commercial Guaranty Agreement, dated  April 2, 2001, by and between Hickok   Incorporated (Borrower), Supreme Electronics Corp. (Guarantor) and Huntington National Bank.

10(a)(4)

Letter Amendment of Restated Loan Agreement, dated August 1, 2001, by and between the Company 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 Commission on 			September 17, 1998).                       

  10(c)

  Hickok 			Incorporated 1997 Outside Directors Stock Option Plan 			(incorporated herein by reference to the appropriate exhibit to 			the Company's Registration Statement on Form S-8 as filed with the 			Commission on September 17, 1998).                       

  10(d)

  Hickok 			Incorporated 1997 Key Employees Stock Option Plan (incorporated 			herein by reference to the appropriate exhibit to the Company's 			Registration Statement on Form S-8 as filed with the Commission on 			September 17, 1998).                       

  10(e)

  Hickok 			Incorporated 2000 Outside Directors Stock Option Plan 			(incorporated herein by reference to the appropriate exhibit to 			the Company's Registration Statement on Form S-8 as filed with the 			Commission on June 6, 2001).                      

  10(f)

  Hickok 			Incorporated 2000 Key Employees Stock Option Plan (incorporated 			herein by reference to the appropriate exhibit to the Company's 			Registration Statement on Form S-8 as filed with the Commission on 			June 6, 2001).                      

  11

  Computation of 			Net Income Per Common Share. 

  21

  Subsidiaries 			of the Registrant. 

  23

  Consent of 			Independent Auditors. 
  Reference is 	made to the Company's basic documents filed as Exhibits 3(a) and 	3(b) 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 amendmentcontaining  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 Schedulesas  specified for Item 14(a)(2) of Part IV of Form 10-K. 

**REPORT OF INDEPENDENT AUDITORS AS TO CONSOLIDATED SCHEDULES**
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  To the Shareholders and Board of Directors  Hickok Incorporated   Cleveland, Ohio 

 We have audited the consolidated financial statements of HICKOK INCORPORATED(the "Company") as of September 30, 2001 and 2000, and for each of the three yearsin the period ended September 30, 2001, and have issued our report thereondated November 21, 2001; such consolidated financial statements and reportare included in Part II, Item 8 of this Form 10-K. Our audits also includedthe consolidated financial statement schedules ("schedules") of the Companylisted in Item 14 (a)(2). These schedules are the responsibility of the Company'smanagement. Our responsibility is to express an opinion based on our audits.In our opinion, such schedules, when considered in relation to the basicfinancial statements taken as a whole, present fairly in all material respectsthe information set forth therein.

  /s/Meaden & Moore, Ltd.  MEADEN & MOORE, Ltd.   Certified Public Accountants 

 December 13, 2001   Cleveland, Ohio 
*(Table of Contents)*                                                     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, 1999                                                      ------------------------------  Reserve for doubtful accounts       $    20,000     $  56,243 (1)     $  20,361  (2)    $   26,604  (3)    $    70,000  Reserve for inventory obsolescence  $   112,022     $ 247,250         $       -         $  147,272  (4)    $   212,000                                                      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(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.*(Table of Contents)*                                                   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, 1999                                           -----------------------------                           Note Payable to Bank (1)    $       -            7.88%      $   637,000        $   55,836 (2)             7.99%                                           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%(1) Note payable to bank represents borrowings under a revolving credit facility which expires    February 28, 2002.(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.