****UNITED     STATES           SECURITIES                          AND EXCHANGE COMMISSION****Washington, D.C. 20549**
**FORM 10-KSB**

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

For the fiscal                               year ended September 30, 2005

OR

[ ] TRANSITION                               REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES              EXCHANGE         ACT    OF   1934

For the transition                               period from Not Applicable to Not Applicable

Commission                               file number: 0-147

**HICKOK                               INCORPORATED**

(Name ofsmall business issuer 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) **
**
Issuer'stelephone number **(216) 541-8060**

Securities                               registered under

Section 12(b)                               of the Exchange Act:NONESecuritiesregistered under Section 12(g) of the Exchange Act:

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

Check whether                               the issuer is not required to file reportspursuant     to   Section        13   or   15(d) of the Exchange Act.  **[  ]**

Check whether                               the issuer (1) filed all reports requiredto   be   filed      by   Section        13   or   15(d)  of the ExchangeAct  during        the   past 12 months       (or  for such  shorter  periodthat  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[  ]**

Check ifthere is no disclosure of delinquent filers in response to Item 405 of Regulation      S-B contained in this form, and no disclosure will be contained, tothe    best of registrant's knowledge, in definitive proxy or informationstatements                              incorporated by reference in PartIII of this  Form     10-KSB       or   any    amendment         to thisForm 10-KSB. **[X]**

**       **Indicate by check mark whether the registrant is a shell company     (as defined in Rule 12b-2 of the Exchange Act). **Yes  [ ]   No[X]**

                                  State issuer's revenues for its most recent fiscal       year.      $9,670,694

As of December                               9, 2005, the Registrant had 756,379 votingshares       of   Class      A  Common       Stock      outstanding and 454,866voting       shares   of Class      B Common Stock      outstanding. As of such     date,  non-affiliates     held    703,829 shares  of    Class     A Common     Stock     and 233,098 shares  of Class      B Common    Stock.    As of  December 9, 2005,  based    on the  closing     price of $5.00 per Class  A Common      Share on the Over  The       Counter  Bulletin Board,  the aggregate market      value  of the Class  A  Common     Stock held  by such  non-affiliates     was approximately     $3,519,145. There is   no trading     market  in the shares of Class B Common    Stock.

Documents Incorporated                              by Reference:**PART OF FORM 10-KSB ****DOCUMENT INCORPORATED                              BY REFERENCE **Part III (Items 9,                              10, 11, 12, 13 and 14) Portions of the Registrant's                              Definitive Proxy Statement to be used in connection        with     its    Annual       Meeting      of Shareholders to be held   on   February     22,  2006.

         Transitional Small Business Disclosure Format.**Yes  [ ]   No[X]**

Except as otherwise                           stated,    the information contained in this Form   10-KSB       is   as   of   September        30, 2005.

For the fiscal                             years ended September 30, 2005, 2004 and 2003,  Hickok  Incorporated             had    revenues         of less than $25,000,000    and less than   $25,000,000           in outstanding    voting       and   non-voting common   equity held  by   non-affiliates.       As a result,    Hickok      met the   definition of a  small business issuer      under  Regulation   S-B and   has   elected to submit its future periodic     reports  in accordance   with the   disclosure     requirements for small  business    issuers under  Regulation     S-B.

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  VOTEOF  SECURITY     HOLDERS
**PART II.**ITEM 5. MARKET FORCOMMON EQUITY AND RELATED STOCKHOLDER MATTERS
ITEM    6.  MANAGEMENT'S       DISCUSSION      AND   ANALYSIS      OR PLAN OF OPERATION
ITEM    7.  FINANCIAL      STATEMENTS
ITEM    8.  CHANGES     IN  AND   DISAGREEMENTS        WITH  ACCOUNTANTS    ON  ACCOUNTING   AND  FINANCIAL    DISCLOSURE
ITEM    8A.   CONTROLS     AND   PROCEDURES
ITEM    8B. OTHER INFORMATION
F-1:    REPORT    OF  INDEPENDENT       REGISTERED      PUBLIC    ACCOUNTING FIRM
F-2:    CONSOLIDATED       BALANCE     SHEET
F-3:    LIABILITIES       AND   STOCKHOLDERS'        EQUITY
F-4:    CONSOLIDATED       STATEMENT      OF  INCOME
F-5:    CONSOLIDATED       STATEMENT      OF  STOCKHOLDERS'       EQUITY AND COMPREHENSIVE    INCOME
                  
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      INVESTMENTS      AND COMPREHENSIVE INCOME
4.   SHORT-TERM      FINANCING
                                                         5. LEASES
6.   STOCK    OPTIONS
7.   CAPITAL     STOCK,    TREASURY     STOCK,    AND   CONTRIBUTED          CAPITAL
8.   INCOME    TAXES
9.   EARNINGS     PER   COMMON    SHARE
10.   EMPLOYEE     BENEFIT     PLANS
11.   GOODWILL
12.   SEGMENT     AND   RELATED     INFORMATION
13.   TENDER    OFFER
14.   QUARTERLY      DATA   (UNAUDITED)
SELECTED      FINANCIAL      DATA

**PART III.**ITEM 9. DIRECTORS, EXECUTIVE                           OFFICERS , PROMOTERS AND CONTROL PERSONS; COMPLIANCE      WITH     SECTION        16(a)      OF  THE EXCHANGE ACT
ITEM    10.   EXECUTIVE      COMPENSATION
ITEM    11.   SECURITY     OWNERSHIP      OF  CERTAIN     BENEFICIAL         OWNERS    AND MANAGEMENT  AND    RELATED STOCKHOLDER       MATTERS
ITEM    12.   CERTAIN     RELATIONSHIPS        AND   RELATED        TRANSACTIONS
ITEM    13.   EXHIBITS
                                                        ITEM 14. PRINCIPAL ACCOUNTANT      FEES   AND   SERVICES
                     

SIGNATURES
EXHIBIT     INDEX
REPORT     OF  INDEPENDENT       REGISTERED      PUBLIC    ACCOUNTING       FIRM AS TO   CONSOLIDATED    SCHEDULES
SCHEDULE      VIII   -  VALUATION      AND   QUALIFYING      ACCOUNTS
SCHEDULE      IX  -  SHORT-TERM      BORROWINGS

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**
**PART                               I**
**

**ITEM 1. DESCRIPTION                              OF BUSINESS**

General                               Development of Business

Hickok Incorporated                               was organized in 1915 as an Ohio corporation,   and    first      offered        its    securities      to the publicin   1959.  Except  as   otherwise   stated,        the terms   "Company"  or    "Hickok"  as used   herein  mean Hickok  Incorporated        andits  two   wholly-owned        subsidiaries,    Supreme Electronics Corp.    and   Waekon Corp. Hickok   develops       and manufactures productsused by   companies   in  the    transportation industry.       Primary marketsserved    are automotive,     aircraft,    and locomotive with  sales bothto original   equipment    manufacturers     (OEM's)  and to the automotive   aftermarket.

Until the                               mid 1980's Hickok was known primarily forits    ability        to   develop        and    manufacture     electronicinstruments    for    electronic       servicers,      precision      indicatinginstruments        for aircraft,    locomotive,   and   industrial   applications,     and    electronic teaching       systems  for vocational   schools.  For   the past   twenty   years   the Company  has used this expertise  to  develop    and manufacture      electronic      diagnostic    toolsand equipment   used  by automotive   technicians    in the automotive   market. This  is now   the Company's   largest business   segment.   TheCompany    continues     to design   and  manufacture precision   indicatinginstruments.      This    segment  represents    less than 20% of  the Company'scurrent revenue.

By the early                               1990's the Company had become dependent ona  few    large      OEM    customers          for    the majority of itsbusiness.      After recognizing         this dependency       the   Company   tried   several   approaches to  expand       both its customer   base   and  its   product     lines utilizing  its existing      expertise andacquisitions         but    only had modest    success. The    Company then determined   that it  was     crucial  that  it expand    its    automotive   business   by designing   products      and  opening  sales channels   to the    automotive  aftermarket.   In February       1998 the Company added   new products      and  customers   within the  automotive      aftermarketwith   the acquisition     of  Waekon    Industries,  a privately   owned   company    in Kirkwood,    Pennsylvania.      Waekon manufactured   avariety  of testing     equipment  used by   automotive      technicians.

In addition,                               the Company embarked on programs to designtools      specifically             tailored         to  the needs of theautomotive      aftermarket and    develop        a variety of   sales  channels  to   the  market. Since the   acquisition,       the Waekon name  is used   by   the  Company  as a trademark   to market   its    productsto technicians      in   the automotive aftermarket    and for  certain  emission inspection    grade    equipment    it manufactures.   Alsothe name   Waekon-Hickok   is used  as a trademark  for   higher complexity    equipment  primarily   aimed at  automotive  service shops  as a shoptool.    The Hickok brand   is used for  a family of products that are  relatedto  OEM  grade tools  sold  to automotive  dealerships and manufacturers.

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

Recent                       Developments

Since                           the late 1990s the Board of Directors of the Company      had    numerous         discussions        at regularly scheduled board    meetings      as to the  costs      associated, benefit        to shareholders    and other     matters concerning      the  Company's public reporting       status.  With   the advent of the  Sarbanes-Oxley      legislationin  2002 and    other    changes in securities  laws these discussions  intensified.    At a December      2003   meeting the  Board decided toseriously     review     the benefit/expense      relationship    for theCompany and its shareholders        relative to the   Company's public  reporting  status. At a   February     2004    meeting the   Board directed management and the   Audit Committee       to obtain    an appraisal   and fairnessopinion  related to  a possible     tender  offer for   the Company's   sharesheld by owners  of 99 or fewer     shares, and to further    refine estimates  of the expenses  and benefits     to shareholders related to   the Company  remaining   public. At a special                       meeting of the Board   of Directors held on June 30,  2004,      the  Board      concluded       a tender   offer at a priceof   $10.00  per    share was appropriate.   On August 11, 2004   the Company mailed to  all  shareholders   an Offer to  Purchase           for   Cash all of its  common  shares held  by shareholders that  owned   99   orfewer     Class  A common  shares as of the close of business on August  2,   2004, subject     to the terms set forth in the Offer to Purchase and   in the  related  Letter    of Transmittal   and Supplement to Offerto Purchase        for  Cash dated  October    29,  2004. The purpose ofthe tender offer     was    generally  to reduce the number  of shareholdersof record to fewer     than   300  to allow  the Company to terminate   itsreporting obligation    under   the  Securities   Act of 1934. The tender  offer was extended and   expired  on  December  15,  2004.

The Board of Directors    and management pursued this offer                           under the belief that the Company derives    little     benefit        from     the    status     of being a public company.In   addition,   the       costs  associated       with certain   provisions  of the Sarbanes-Oxley         Act, which  are   required     to  be inplace      in fiscal 2007  become       even  more significant  given   our  size     and the relative   benefits     we   can  derive from being  public.  Although                    well intended,    Sarbanes-Oxleycompliance    could mean    significant         increases       for the Companyin annual accounting,          legal and    insurance    costs for remainingpublic and    could   significantly       affect the  size  of the Boardof Directors and the    time management     will be able  to   devote  tooperating the business. 

During the tender    offer a number     of brokerage firms                       transferred nominees    from "street name" to individual      registered               shareholders   of Hickok Class A common stock      thereby creating       additional       shareholders of record. Asa   result   these transfers       prevented the    outcome   sought by theCompany.       At the close of   the   tender offer on   December 15,  2004the Company     purchased  6,209 shares     from 147 shareholders   of recordand  several     brokerage firms for $62,090.     Following the completion  of the tender      offer the number of shareholders     of record of theCompany  was approximately 400.Accordingly the Company  was not able           to terminate  its registrationobligations under the Securities   Act    of   1934 and expects  to incuradditional expense in order to comply    with     the   provisions of theSarbanes-Oxley  Act.

Operating                               Segment Information

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

Indicators                               and Gauges

For overninety years the Company has developed and manufactured precision indicatinginstruments used in aircraft, locomotives and other applications. In recentyears the Company has specialized in aircraft and locomotive cockpit instruments.Within the aircraft market, instruments are sold primarily to manufacturersor servicers of business and pleasure aircraft. Within the locomotive market,indicators are sold to both original equipment manufacturers and to operatorsof railroad equipment. The Company added pressure gauges to its offeringsto locomotive customers in 1996. Indicators and gauges represented approximately19%             of the Company's sales for fiscal 2005 and 10% for fiscal2004.    An original  grouping        of products, DIGILOG Instruments,      were certified   with  the FAA   during     fiscal 2002. Subsequentlyseveral additional models have also been certified. The DIGILOG instrument       is    a customizable     indicator    that is a combination analog/digital       indicator          for   the  aircraft  market.   It can be adapted to   display   a wide   variety    of   aircraft   parameters.     The Company    expects these  instruments   to have   broad   appeal in  the  aircraft    retrofit market.

Automotive                               Diagnostic Tools and Equipment

In the mid                     1980's the Company began to concentrate on designing    and    marketing          instruments       used to diagnose automotive        electronic      systems.  These      products  were initially  sold     to  Ford Motor  Company    but are  now sold to Ford, other automotive   OEM's,     and to the aftermarket      using jobbers,     wholesalers  and     mobile    distributors.   The Company   increased      its   aftermarket    business      with the acquisition,   in  February 1998, of Waekon     Industries,     a manufacturer    of a variety   of testing equipmentused    by automotive        technicians. Leveraging   on this  acquisition,the  Company   has designed       and    introduced a number    of new products    that increased   product    offerings    in  the Waekon product   line significantly.     The acquisition       added new distribution       resources   and new  products   for  the  American    aftermarket market coverage.      Additional    distribution   resources     have been added since the acquisition      and  the   Company    now has  full   North    Americanaftermarket market   coverage.     The   aftermarket  accounted    for approximately 73% of the Company's     automotive    diagnostic      and specialty tool sales in fiscal 2005.    In fiscal 2004  it represented      approximately 79%.   As a whole, automotive    diagnostic  tools and equipment       represented    approximately 81% of  the Company's    sales for fiscal   2005   and90%   for   fiscal 2004.

The Company entered      fiscal 2005 believing one and possibly two of the big deals the Company    had  been pursuing in fiscal 2004 would result in revenues in fiscal2005.     Instead  the programs required investment of additional developmentbecause     of continuing  customer demands. Because of the decision to investthe  additional   development  in these large opportunities the Company'sdevelopment  of products   for the  aftermarket was considerably below expectations.The  aftermarket   requires  a continuing flow of new products in order togrow  the Company's   presence  and revenues. The lack of a consistent andcontinuing  flow of new  products  hampered the sales efforts in fiscal 2005.The combination   of hampered  aftermarket  sales efforts and neither ofthe big deals coming   to fruition  contributed  to the fiscal 2005 loss.            Adding to the depressed revenues, Ford Motor Company made thedecision     to  no longer support the Company's NGS product with factorydeveloped  software.    In addition, Ford's announcements of its future diagnostic tool  plans confused    the market place both at its dealers and in theaftermarket.   The Company    had introduced a new module called CAN VIMin early fiscal   2005 and undertook    development of our own factory levelsoftware for the  NGS product. Some  functions  of the vehicle computersrequire a security   access algorithm that  was not  available and that preventedus from reaching   factory level performance.   As a result the introductionof CAN VIM was  not as successful as had been   hoped. Also a companion unitP2  suffered from the same limitations.   Recently Ford announcedthat the access  algorithm would be made available   for licensing. The Companyexpects to  continue its CAN VIM and P2   development effortsto enhance performance   of these products.            The sales and marketing efforts of fiscal 2005 did enable theCompany     to  further penetrate large national aftermarket distributors.We have  acquired    a reputation of innovative policies, promotional methods,and  field support    in addition to our reputation for innovative products.Growing  the aftermarket    is still a priority for the Company and thereforethe sales and marketing    expense above industry norms is likely to continuefor some period of time.    Over the past two years we have also investedin re-establishing our contact    with automotive OEM’s. The efforts recentlyresulted in a large order in   September 2005. The Company's support structureincluding engineering, manufacturing,    and customer service are experiencedwith this type of business and therefore    no unusual investments are anticipated   to be required.                         The Company has developed a reputation of innovative tools for automotive      diagnostics. The intent is to leverage that reputation as the Company  introduces    new offerings. Being innovative causes a needto often train  the technician    market on the benefits of the product.An example of this  is the On-Car  Injector  Flow Bench (OCIFB) the Companyintroduced several  years ago to the aftermarket.  Sales of the product havebeen slowly increasing  as the market begins to understand its value. Twoyears ago a major automotive  OEM became interested in the product's abilityto substantially reduce their  "no trouble found" warranty returns of fuelinjectors. The Company has been  adapting the OCIFB to increase its utilityin the OEM's diagnostic processes.  No sales resulted from these effortsin fiscal 2005, but the Company recently  received a letter of intent topurchase a substantial quantity of the adapted  product from the automotiveOEM's essential tool supplier. The expectation  is that these units willbe delivered in fiscal 2006.            In fiscal 2004 the Company participated in an emissions program of  the   State  of Pennsylvania that had a major influence on the increased  revenue   and profitability  of the year. A number of other state programs  that may   include expanded testing  facilities and OBD II testing arein   planning stages.  As other state programs  are implemented the Companymay   have the opportunity  to participate with products similar to the E-Test platform developed for  Pennsylvania. In addition, the Company is involved in a program for the state  of California emissions testing that involves measurements of leaks in vehicle  evaporative emissions systems. The development efforts for this program have  taken several years and may be on-going.The  program is very large and there  are a limited number of competitors.In addition, the Company holds patents  in technology that are applicable.It is not likely this program will contribute  to fiscal 2006 revenues and,although there is risk that the program could  be delayed further or evencanceled, we intend to continue to participate  in the program.

Fastening                    control systems are some of the automotive products  sold     by   the    Company.         Fastening instrumentation is used to  monitor     and  control    pneumatic  and    electric   tools thattighten    threaded    fasteners  in order    to provide  high    qualityjoint   control   and documentation.      With the  introduction   of products   such as the   pulse tool control    and  Windows  based user station  software  the  Company  expanded   its customer  base  to include tooldistributors       and heavy equipment   manufacturers.  Recently  the Companyhas concentrated  on single spindle air and    pulse     tool controls. Additionallythe Company   has determined   that this technology could have   applicability    to the automotive  service  market. The Company has embarked on a programto develop a low cost control and documentation system for Air Impact Wrenches     commonly  used    by automotive service technicians which are similar  topulse tools.

Indicator revenues      have recovered somewhat in fiscal years 2004 and 2005 from the depressed     levels of 2001 and 2002 due to economic conditions in the business aircraft     and locomotive markets. Although the Company does not view this segment   as  a high growth potential it contributes significant revenues and margins.    The Company believes the continuing recovery of the historical markets it   serves along with growth in the market for a product introduced several  years ago,  Digilog, will result in continuing modest growth for the Indicator   segment.

Sources                               and Availability of Raw Materials

Raw materials                               essential to the business are acquired from a  large      number       of   United       States     of America manufacturers   and   some   materials      are now  purchased      from Europeanand    Southeast   Asian   sources.   Materials     acquired  from   the electronic    components       industry include   transistors,     integrated  circuits,        resistors,     capacitors,     switches,   potentiometers,    micro    controllers,   and     other passive parts. Fabricatedmetal or  plastic      parts  are generally      purchased  from local suppliers  or manufactured      by  the Company  from   raw  materials. In general,the required   materials       are   available,  if  ordered  with sufficient lead times, from  multiple      sources  at  current    prices.

Importance                               of Patents, Licenses, Franchises, Trademarks  and    Concessions

The Company                               presently has several patents and patent applications           that     relate       to   certain     of its products. The Company        believes    that its position      in the industry    is  dependent  upon       its present      level of engineering      skill,  research,  sales   relationships,   production    techniques    and    service. However,  the   Company does have  several basic methodology patents related to products    it offers that it considers  very important to future revenue.     Other    than the names      "Hickok"  and  "Waekon",   the  Company does  not have  any material licenses,    trademarks,   franchises   or concessions.

Seasonality

The Company                               believes that with the growing importanceof   the    automotive           aftermarket            to its business there is a seasonality   affecting         its  revenues. Typically          the first and fourth  quarters tend    to   be  weaker  than the other two quarters.  Although  there were no such orders in fiscal 2005 certainproducts can be subject to large order amounts that are dependent upon customerrelease dates. Other  programs may    not coincide and as a result   anyseasonality      aspect  to revenues can    be overwhelmed by delivery of large projects  and   operating   results can   fluctuate widely from quarter to quarter and year  to year.  The Pennsylvania    emissions    program during fiscal 2004 is an example  of how revenue can fluctuate widely   quarter to quarter and year to year.

Practices                               Relative to Working Capital Items

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

Dependence                               on Single or Few Customers

During the                               fiscal year ended September 30, 2005, sales to   Ford     and    General        Motors       Corporation  accountedfor  approximately        11%   and 6% respectively        of the    consolidated   sales  of  the    Company.     This compares with 19%    and 3% respectively    during   the    prior  fiscal     year. The Company has   no long-term    contractual     relationships    with    either Ford or General    Motors. Several aftermarket    distribution  companies and several equipment OEM's have become a significant    source of  revenue. The Company does not feel that it is dependent on any    one or group  of this class of customers.

Backlog

At September                               30, 2005, the unshipped customer order backlog    totaled        $3,047,000           compared        to $1,606,000 atSeptember     30,  2004     and $1,522,000    at   September    30,  2003.     The increase      in fiscal     2005 is primarily       due to increased    orders    for    automotive diagnostic          products  to an OEM's essential     tool supplier and the aftermarket of $1,917,000 and               $105,000 respectively. The increase was offset                  in part by   a decrease in indicators and gauges, emissions and fastening systems of $307,000, $149,000               and $65,000 respectively. The slight increase  in fiscal 2004   was primarily  due to increased orders   for  indicators   and   gauges of $345,000. The               increase was offset    in part by   a decrease in automotive  diagnostic             products  to OEM's and the   aftermarket,    fastening  systems and    emissions          of $35,000,   $38,000 and $187,000respectively.

Government                               Contract Renegotiation

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

Competitive                               Conditions

The Company                               is engaged in a highly competitive industry and    faces      competition            from     domestic  and international  firms.   Several      of the Company's       competitors        have  greater   financial   resources      and larger sales    organizations   than  the   Company.    Competition      with respect to the    Company's diagnostic     tool    business   arises      from the existence  of   a number ofother   significant       manufacturers          in the  field, such  asSnap-On,    SPX Corporation,   Teradyne,      and    Vetronix    which dominate  the   available market  in terms of total     sales.   With regard    tofastening     systems  products,   competition  comes     both  from  companiesthat    make   the equipment  to control fastening    tools     and fromtool makers   themselves.     Specific   companies  include    Atlas Copco,   Cooper Tool,  and Stanley. The  instrumentation     industry     is composed primarily      of companies that specialize   in  the production      ofparticular   items as   compared  to a full line of   instruments.  TheCompany     believes  that   its competitive position   in  this field  isin  the area  of   smaller,   specialized     products,   an area  in which the Company   has operated   since 1915  and  in  which    the Companyhas established  itself  competitively   by offering   high-quality,   high-performance     products in comparison  to high-volume,     mass-produced      items.

Research                               and Development Activities

The Company                               expensed as incurred product development costs    of   $2,059,401           in   2005,      $2,127,641    in 2004 and $1,961,901       in 2003. These     expenditures         included      engineering product       support and development     of manuals     for    both ofthe    Company's        business  segments.

Compliance                               with Environmental Provisions

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

Number                               of Persons Employed

Total employment                               by the Company at September 30, 2005 was 147  employees.           None     of   the    employees      are represented by a union. The    Company      considers      its  relations    with its    employees to be   good.

Financial Information                              Concerning Foreign and Domestic Operations and   Export       Sales

During the fiscal                              year ended September 30, 2005, all manufacturing,      research         and    development           and administrative operations      were conducted         in the    United States   of   America.     Revenues      derived from export       sales approximated    $322,000   in  2005, $403,000         in 2004, and  $501,000     in 2003. Shipments    to Canada   make  up   the majority   of   export sales.     

Corporate Governance

The Company's                        positions of Chairman of the Board and Chief Executive     Officer        are    held     by  separate persons. The current Board  members   include      six  independent       directors    and one of Hickok's  executive   officers.      The Board of Directors                 has determined that James T.      Martin and Hugh S. Seaholm, members of the Audit Committee,satisfy the criteria adopted by the Securities and Exchange Commission toserve as "audit committee financial experts" and are independent directors.                        In addition, the Board has a compensation committee  made     up   of   two    independent       directors. 

The Company has       historically                        operated under informal ethical guidelines, underwhich       the       Company's          principal executive, financial, andaccounting       officers,        are held     accountable.     In accordancewith these     guidelines,   the    Company  has always     promoted honest,   ethical    and lawful conduct    throughout    the organization      and has adopted    a written Code   of Ethics for the Chief Executive       Officer and Chief Financial Officer.In addition, the Company adopted and the Board of Directors approved a written  Code of BusinessConduct for all officers and employees. The Company also implemented a systemto address the "Whistle Blower" provision of the Sarbanes-Oxley Act of 2002.

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**ITEM 2. DESCRIPTION       OF PROPERTIES**

As of December 1,                              2005 the Company had facilities in the United  States       of   America        as   shown      below:                                                               **LOCATION ****SIZE ****DESCRIPTION ****OWNED OR LEASED **Cleveland, Ohio 37,000 Sq. Ft. Two-story brick construction;                       used for corporate  administrative      headquarters,  marketing          and    product   development with limited manufacturing. Owned Greenwood, Mississippi 63,000 Sq. Ft. One-story modern concrete block construction; used for manufacturing       instruments, test equipment, and fastening systems products. Leased, with annual                       renewal options extending  through 2061. 

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**ITEM 3. LEGAL PROCEEDINGS**

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

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

Not Applicable.

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**
**PART                               II**
**

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

a) MARKET                               INFORMATION

During fiscal       2005 our Class        A Common Shares were traded onThe Nasdaq Over-The-Counter       Bulletin       Board Market under the symbol HICKA.OB. During fiscal     2004 our Class A Common Shares were traded on The Nasdaq Small CapMarket       through April 14, 2004 when our Class A Common Shares were delisted  at   our   request. After that time,        Class A Common Shares weretraded   on The Nasdaq Over-The-Counter Bulletin       Board Market underthe symbol HICKA.OB.  There     is no market         for the Registrant's       Class B Common Shares.

The following table                              sets forth the per share range of high and low   bids     (Over-The-Counter               Bulletin Board) and high andlow    closing    prices (Nasdaq Small   Cap    Market)        for the Registrant's         Class  A Common Shares for   the  periods  indicated.        TheOver-The-Counter       Bulletin Board prices   reflect    inter-dealer   prices    without    retail   markup, markdown or   commissions.  Data was supplied         byNasdaq.**PRICES FOR THE YEARS ENDED: ** **September 30, 2005 ****September 30, 2004 ****HIGH ****LOW ****HIGH ****LOW **First Quarter 7.50 4.75 4.60 3.80 Second Quarter 7.40 6.00 8.15 4.26 Third Quarter 6.35 4.55 6.14 3.25 Fourth Quarter 5.50 4.05 7.75 4.50 

b) HOLDERS

As of December                     9, 2005, there were approximately      347 shareholders of record         of the Company's    outstanding Class A Common Shares and 5 holders    ofrecord      of the Company's outstanding      Class B Common Shares.

c) DIVIDENDS

In fiscal               2005 the Company paid a special dividend of $.10 per shareon   its    Class      A  and Class B Common Shares. In fiscal 2004 and 2003 the  Company    paid   no   dividends   on its Class A and Class B Common Shares.  The declaration       and   payment of  future dividendsis  restricted,       under    certain     circumstances,    by the provisions   of   the Company's bank      credit    agreement    when   borrowingsare  outstanding.      Such restriction   is     not expected  to materially    limit the Company's     ability to   pay  dividends    in the future, if  declared.   In addition,   pursuant    to the Company's Amended    Articles  of  Incorporation,   no dividends    may  be paid on Class B Common   Shares  until cash dividends  of   ten cents   per  share per fiscal year arepaid   on Class A Common Shares. Any   determination      to pay cash dividends in  the future will be at the discretion   of the     Board     of Directors after  taking into account various factors, including       the   Company's  financial  condition, results of operations and current     and  anticipated   cash  needs.

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**ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION**

Introduction

Until the                               mid 1980's Hickok was known primarily forits    ability        to   develop        and    manufacture     electronicinstruments    for    electronic       servicers,      precision      indicatinginstruments        for aircraft,    locomotive,   and   industrial   applications,     and    electronic teaching       systems  for vocational   schools.  For   the past      nineteen   years   the Company  has used this expertise  to   develop   and manufacture    electronic      diagnostic    tools andequipment    used    by automotive technicians    in the automotivemarket. This  is now    the Company's largest business   segment.   The Company   generated     approximately 81% of its fiscal 2005   revenue from   designing   and  manufacturing   diagnostic    tools for automotive   diagnostics.   These    tools enable    automotive   service    technicians  to identifyproblems    in  the rapidly    increasing number   of   electronics  systemsin automobiles.

Eleven years                               ago two large automotive OEM companies comprised      over     80%    of   the    company's         business. Further, asubstantial       portion     of   this  business    was contingent on large programs       initiated   by  these   OEM's  on a year    to yearbasis. The    Company         recognized   that  the OEM's  were  changing and  that the likelihood          of the continuation of these  yearly large programs  was  diminishing.      As a result the    Company    initiated  a strategy to use  existing   technical   and manufacturing    expertise   and   to develop  sales  and   marketing  skills   applicable   to theautomotive   aftermarket.  The strategy    was aided by  the acquisition   of Waekon Industries  in 1998.  The Company    uses Waekon  as  the brand of  its products that are primarily intended   as  a technician's    personal  tool. The acquisition   of Waekon immediately    gave  the Company aftermarket     products and access   to certain sales    channels to that market. Since that   time the Company has  further expanded    those sales    channelsand  added many  new product offerings.  Those efforts   have caused   aftermarket revenues to  steadily rise, and OEM  dependence   has steadily declined.  In fiscal 2005  about         73% of the Company's revenue wasfrom aftermarket  customers.

As a result                               of the Waekon acquisition the Company acquired    two    products         that     were     applicable    to emissionsinspection        programs as   accessories        to   the major     platformsoffered     by   large companies   participating     in   such   programs.Starting      from   these initial  products  the Company     designed and  patented     new offerings      for the emissions   programs.   Our gas cap  testing       products have   become the    defacto  standard of  gas cap testing   and most    major vendors  use our gas cap  testersin their equipment  when  gas cap   testing is specified. The Company  developed  an ability   to test  for  leaks   in vehicle evaporative systems  (gastanks)     several   years ago  as a result    of a New Jersey state  emissions   testing    initiative.  The Company spent   significant development resources   on   the program.  Subsequently  New Jersey   decided not toimplement  the  program.  California  announced a similar initiative   inmid 2003. The  Company  decided  to pursue  this opportunity   and has devoted   significant  resources  to the development of and received a patent onits methodology.  In fiscal 2004 the   Company  signed  an exclusive  supplyagreement with a major emissions   testing   company  for  the tank   testingproduct. Although the Company  is optimistic    the California   program will be implemented, there is a significant risk   it  will not be.   Further,   if the program is implemented  the timing is  not certain.

The timing                              of order releases and large program implementations        in   the    Company's          automotive     diagnostic equipment business       can   cause    wide fluctuations         in the Company's    operating     results     both on    a quarter-to-quarter   and    a year-to-year basis.        Orders     for such equipment   can be large, are subject      to customer    schedules,        and may result  in substantial variations in  quarterly       and yearly    sales and   earnings.  Forthe   current opportunities      the Company feels it has adequate resources   to meet the requirements     associated with the programs in which itis  involved.       As an example,     fiscal 2004 compared to the previousseveral   fiscal years is typical     of  the fluctuations these large programscan  cause.  An element  of the      large   operating loss in fiscal 2003was  the choice by the Company   not to reduce  expenses in order to be prepared for the Pennsylvania     emissions program opportunity. Fiscal 2004 resulted in substantial   revenue      growth   and profitable  operations because of the added revenue  of the  emissions    program. In fiscal 2005 the Company made a similar decision  looking forward to acquiring the automotive OEMopportunities and possibly  the California program.

The Company's                               indicator product revenue increased 14% in fiscal 2005 and   the percentage     of Company total revenues increased     from 10% in   fiscal   2004    to 19% in 2005. The indicator percentage     increase   in total Company revenues was primarily a result of depressed   sales of   automotive products. During  2005, indicator sales   continued   to increase    from the depressed levels of 2002 and 2003 and the Company   anticipates they   will  continue to increase in   2006. Further,   the Company's  Digilog    products have added  new  customers  to  this segment   that the  Company   anticipates    will continue  to grow  in importance   to   indicator  revenues.   Management   feels that resources    dedicated to this    segment  are adequate   at the present   time.Looking     forward,                  the introduction of new automotive diagnostic         products       to   the       aftermarket   on a regular basis is very important    for       the  growth      of the   business segment.   Expendituresfor   product      development       have been and will   continue to besignificant     to   the   Company's  operations.          Because of thelarge  sales  opportunities     the  Company    is simultaneously  addressing, development  resources     are stretched.    Although the Companyreduced staff in late fiscal 2005, management   plans on taking     steps to add resources to  support new   product    needs and consequently   expenditures  for product development   are expected   to  increase infiscal 2006.       Marketing and  Sales has   also  become a significant  expense.  As revenue      grows certain revenue variable sales  and marketing  expenses such  as   commissions    grow also.   With  the increased  reliance on aftermarket  for    our revenues   the  need for promotional  and other marketing   related    activities   grows also. Management  expects toincrease    marketing resources modestly     in fiscal 2006.

The Company's                               order backlog as of September 30, 2005 totaled    $3,047,000           as   compared         to   $1,606,000 as of September    30, 2004 and    $1,522,000         as of September       30,  2003. The increase in fiscal            2005 is primarily       dueto increased     orders    for automotive diagnostic                 products  to automotive OEM's and the aftermarket of $1,917,000and               $105,000 respectively. The increase was offset                  in part by   a decrease in indicators and gauges, emissions and fastening systems of $307,000, $149,000               and $65,000 respectively. The slight increase           in fiscal 2004 was   primarily due to increased       orders for   indicators        and gauges of  $345,000.   The increase was offset in   part by a  decrease      in automotive  diagnostic   products to OEM's and  the aftermarket,      fastening systems  and emissions   of $35,000, $38,000 and $187,000  respectively.    Most   of the   backlog at September   30,  2005 is expected  to be shipped     by the end  of  the current fiscal year.

Reportable                               Segment Information

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

Indicators                               and Gauges

This segment                               consists of products manufactured and soldprimarily          to   companies          in   the    aircraft and locomotiveindustry.      Within     the  aircraft  market,        the  primary    customersare   those   companies     that  manufacture  or service        business and  pleasure     aircraft.   Within   the locomotive  market, indictors       and gauges    are sold both to original    equipment  manufacturersand to   operators      of railroad      equipment.

Automotive                               Diagnostic Tools and Equipment

This segment                               consists primarily of products designed and manufactured             to   support        the    testing or servicingof automotive systems        using    electronic    means      to measure   vehicle parameters.   These      products    are sold to  OEM's  and to   the aftermarket    using several      brand names    and a variety of distribution      methods.  Included    in  this segment   are productsused  for state required      testing of  vehicle   emissions.     Also included in  this segment are fastening      control  products  used   primarily  by large  manufacturers to monitor   and    control  the "nut running  process" (the  controlled tightening  of threaded    fasteners)   in assembly   plants.  This equipment  provides  high quality joint    control   anddocumentation.

Results                               of Operations

Sales for                               the fiscal year ended September 30, 2005 declined       to    $9,670,694,             a decrease    of approximately 39% from   fiscal      2004 sales of   $15,721,038. This decrease in sales was volume-driven     and attributable primarily to lower product sales of approximately     $5,515,000. Service salesin   fiscal  2005 decreased  by approximately   $536,000 and the reduction            was volume  related   compared to  fiscal 2004. The reduction in productsales occurred in the automotive diagnostic equipment segment, primarily salesof emissions products which declined by approximately $5,150,000 and a declinein non-emissions product of approximately $757,000. Sales of indicator andgauges increased by approximately $242,000. Fiscal 2004 benefited from astate emissions program with no similar program for fiscal 2005. Fiscal   2006 product sales are expected    to increase substantially from the 2005levels. Two opportunities involving non-emissions product         with an automotive OEM customer, should  have a  significant impact      on 2006  revenues. Another    opportunity       involving emissions    testing product, could  have a  significantimpact          on future  revenues   but is subject to a  number of uncertainties.Product  sales  were $8,691,822 in fiscal                2005 compared  to $14,206,561 in fiscal  2004. The reduction inservice sales was volume related and attributable primarily to lower repairsales and the absence of training program sales of approximately $332,000and $204,000 respectively. The current level of  service      revenue is expected  to continue for fiscal 2006.

Sales for                               the fiscal year ended September 30, 2004 increased        to   $15,721,038,             an   increase    of approximately 42%  from     fiscal   2003 sales of   $11,037,946.           This  increase   in sales     was volume-driven   and attributable  primarily         to  higher  product      sales of approximately    $5,018,000.  Service sales      in   fiscal  2004   decreased  by approximately    $335,000 and thereduction      was volume   related   compared to  fiscal  2003.  The increasein product    sales    occurred  in both  the indicator   and gauges,   andthe automotive    diagnostic     equipment  segment.  The  dollar increases  were approximately    $199,000     and    $4,819,000  respectively. Within the   automotive   diagnostic    products, aftermarket   sales  increased  by   approximately     $5,550,000    offset  by a decline in fastening   systems   product   sales and  automotive    diagnostic   products toOEM's of approximately      $361,000   and $366,000    respectively.   Emissionproduct sales included    in   aftermarket     products   increased   approximately $4,931,000,  due   primarily   to the   Pennsylvania     emissions program  completed   during   the first three   quarters   of   the fiscal   year.Non-emission     aftermarket     sales increased   by  approximately $619,000.

Cost of products                               sold in fiscal 2005 was $5,197,059 or 59.8% of   net    product        sales      compared         to $7,124,920 or50.2%    of net   product sales in fiscal    2004.    Cost of productssold during      fiscal    2003 was $4,997,533      or 54.5%    of net  product  sales.    The increase   in the percentage of cost     of products    soldto   product    sales between   fiscal 2005 and 2004 was  due   primarilyto lower  product     sales which   absorbed less of the fixed  costs   andto a change    in   product  mix.  The decrease in the percentage   of cost  of products  sold    to product   sales   between fiscal 2004 and fiscal  2003 was   due  primarily   to higher product sales which absorbed moreof the fixed costs and to a change   in   product mix. The  cost of products        sold percentage    in fiscal   2006 is expected to decline substantially,      although it is not expected to reach the levels experienced in fiscal  2004.

Cost of services                    sold in fiscal 2005 was $836,371 or 85.4% of net service             sales      compared         to $924,575 or 61.0% respectively in   fiscal         2004. Cost     of services    sold     during fiscal2003  was $1,114,269        or 60.3% of net    service sales.The increasein the cost of services     sold as a percentage    of net service    salesbetween     fiscal 2005   and  2004 was due primarily    to a lower sales   volume for chargeable      repairs, the absence of training program sales  and higher warranty    related costs associated    with certain of the automotive     diagnostic  products.  The  dollar decrease was due  primarily   to a  lower   sales    volume of chargeable    repairs.The increase  in the cost   of  services sold  as  a percentage  of  net service sales between           fiscal 2004    and 2003 was due  primarily  to a lower sales volume     for    chargeable   repairs and higher warranty related costs associated    with certain of the  automotive diagnostic products.      The percentage         of cost  of  services sold relative to net service   sales   isexpected        to decrease modestly from current  levels in fiscal 2006.

Product development                               expenditures in fiscal 2005 were $2,059,401 or   23.7%      of   product        sales      compared    to $2,127,641or 15.0%,   respectively,         in fiscal     2004.   Product      development     expenditures  during     fiscal    2003 were    $1,961,901   or 21.4%    of  product sales.     The  dollar decrease      between fiscal 2005 and fiscal  2004 was due primarily       to decreased    research and experimental material expenses and labor   cost while the percentage    increase   was due to   lower product  sales volume   in fiscal 2005 compared    to fiscal  2004. Fiscal  2005 also benefited  slightlyin  the fourth quarter   from temporary wage and staff reductions  which were  implemented    in August 2005.The dollar increase          between    fiscal 2004   and fiscal   2003  was due primarily to   increased      labor   cost while the   percentage decrease     wasdue  to a higher     product   sales  volume in fiscal 2004  compared to fiscal 2003.The Company achieved   the anticipated cost  reductions from the   temporary wage and staff reductions   initiated  in the fourth quarter of fiscal  2005. The Company anticipates     the amount  spent  on product  development      will increase beginning   in  the second quarter of  fiscal 2006 in order    to  continue supporting      the ongoing need  to develop  a steady flow of  new diagnostic  products    for   the automotive aftermarket    and emissions    programs.

Marketing             and administrative expenses amounted to $4,243,632 which  was 43.9%      of   net    sales in fiscal 2005, $4,752,997 or 30.2% of  net  sales  in  fiscal     2004  and    $4,216,551, or 38.2% of netsales    in fiscal  2003. The percentage increase in fiscal 2005 was due tolower total sales for the current fiscal year. Marketing    expenses          were approximately     $2,672,000   in fiscal   year 2005 compared      to   $2,752,000  a year ago. Within     marketing        expenses, decreases were    primarily in commissions  for indicator  and    automotive    emission product    sales of $84,000, royalties of $106,000        and promotional    expenses     of $44,000,   offset in part  by an increase primarily incommissions for non-emissionautomotiveproduct    sales of$28,000,travel expense of        $29,000, fulfillment expenses of $38,000 and labor costs of $11,000. Administrative   expenses were approximately    $1,571,000     during the current fiscal         year   compared  to $2,028,000 a year ago.  The   dollar decrease was    due   primarily   to the absence of an employee bonus provision during  the    current     year compared to a bonus   provision of $384,000  inthe  prior     fiscal    year.  Also  contributing to the lower administrative      expenses     in  the  current  fiscal  year was a decrease in outside  professional     fees  of $55,000.Fiscal  2005 also       benefited  slightly in the fourth quarter  from temporary wage andstaff      reductions  which  were implemented    in August 2005. The   Company anticipates       that  variable marketing   expenses      will increasemodestly   due   to   anticipated revenue increases. Administrative expenses        will also  increase   modestly   due to anticipated   additional public      company  reporting  requirements. In addition,the Company expects       to establish a bonus provision in administrative expense in fiscal2006.

 The percentage           decrease      of marketing and administrative expenses in fiscal  2004     compared to fiscal 2003 was  due  to the increase    in  the level  of total        sales for   the fiscal   year. Marketing    expenses  were  approximately         $2,725,000   in fiscal   year 2004 compared    to$2,648,000  in fiscal     2003. Within     marketing expenses,     increaseswere    in commissions      for both non-emission       and emission   automotive    product    sales     of $169,000  and promotional    expenses of $81,000,    offset in part     by a decrease in  other variable    sales expenses    such   as royalties     of $21,000     and collection  expenses    of$172,000. Administrative        expenses were approximately    $2,028,000     during fiscal  year   2004 compared  to $1,569,000 in fiscal 2003.The   dollar increase was   due primarily   to higher   administrative labor  costs    primarily employee    bonus provisions   that took  effect duringfiscal 2004 of $384,000 compared    to no bonus   provisions  in the prior  fiscal  year.  Also  contributing    to the higher administrative     expenses  in fiscal  year 2004 was an  increase  in outside professional     feesof $123,000  incurred primarily    due to  the Company's Odd-Lot Tender   Offer in an effort  to deregister  its  Class A stock.

Interest chargeswere $21,465 in fiscal 2005 compared with $1,558 in fiscal 2004 and $3,243in fiscal 2003. The increase in interest charges in fiscal 2005 compared                    to fiscal 2004 was due to short-term borrowings during        the current fiscal year. The    decrease    in interest     charges         in fiscal 2004 compared to fiscal    2003 was    due to a reduction       in employees        deferred compensation    balances    during   fiscal           2004. The Company anticipates interest expense will increase from   current     levels in fiscal 2006 due to cash needs to fund future anticipated   sales    growth.  

Other income        was $201,162 in fiscal 2005 compared with $53,523 in fiscal 2004 and   $49,895     in fiscal 2003. The increase in fiscal 2005 compared to fiscal   2004 was   due primarily  to dividend income of approximately $77,000 and   gains on sale  of short-term  investments of approximately $91,000 offset  in part by a decrease   in interest income  of approximately $25,000. Other       income of $53,523      in fiscal 2004  compares  with    other income   of $49,895      in fiscal   2003. The   change   was primarily    due to   an increase in proceeds      from the sale of scrap     metal in fiscal 2004.  In late fiscal 2004  the     Company decided to invest    a portion   of its excess cash in mutual   funds  in  hopes of obtaining a  better investment    return on the cash.   The Company  anticipates    maintaining  a portion  of  these investments   for fiscal 2006.

Income taxes in fiscal 2005        were a negative     $912,300      which represents       a recovery   of   income  taxes at a 37%    effective  tax    rate. Income taxes                  in fiscal 2004 were $183,100 which represents an effective               tax    rate     of   22%.  Income taxes in fiscal 2003 were a  negative         $471,000      which represents       a recovery  of income   taxes at   a  39%    effective  tax    rate. The  tax rate in fiscal 2004   was   lower   than  the normal  tax  rate  of 37% due to the   utilization   of research    and development tax credits.  The  recovery  rate   in fiscal    2003 exceeded    the normal tax rate of 37% due  to the  recognition   of both current  and prior    year research and development    tax  credits.It is anticipated that the    effective tax rate in fiscal 2006            will     be consistent  with 2005.Management   anticipates       that future  business    will generate sufficient taxable income (approximately        $5,600,000)during the carryforward        period to fully realize   the  deferred        tax benefits. The deferred        tax   benefits    begin    to expire in    2019. In anticipation of  profits     in fiscal 2006, management elected to reclassify approximately  $755,000   from  non-current deferred taxes to current deferred taxes at September 30,  2005.

The net loss        in fiscal 2005 was $1,573,772, or $1.30 per share which was a decrease     of   $2,233,542 as compared with the net income of $659,770, or $.54per    share,   in fiscal 2004. The net loss in   fiscal 2003 was $1,773,198,    or $1.45 per    share. The change in fiscal 2005 versus fiscal 2004 wasprimarily due to lower sales volume. The change in fiscal 2004  versusfiscal 2003 was  primarily due  to  increased   sales as a result  of the         State of Pennsylvania  emissions  program. The net loss in fiscal     2003  includes     a $1,038,542 (net  of tax)  charge from a change in  accounting       for goodwill,    resulting from  the adoption  of SFASNo.  142 in October    2002.    The remaining    net loss of $734,656 was primarily  the result   of lower sales    due to  the  economic climate inthe  aircraft  and automotive    markets.

Liquidity                                and Capital Resources

Current assets                               of $7,934,449 at September 30, 2005 were 4.4  times      current        liabilities            and  the total of cash, short-term     investments    and    receivables was 1.8    times    current  liabilities.     These ratios    compare    to 5.8 and 3.3    respectively     at   the  end   of fiscal 2004.    Total current    assets decreased   by approximately         $1,328,000  from  the previous   year end  due primarily    to a decrease     in   cash, accounts  receivable    and inventory          of approximately    $1,594,000,  $417,000   and $176,000  respectively.          The decrease was offset    in part by an increase     in short-term    investments    and deferred incometaxes of approximately $96,000 and $767,000 respectively.    The decrease           in accounts   receivable  was   due primarily  to a lower sales    volume       in the  fourth quarter of fiscal 2005 versus fiscal 2004.

Working capital                               at September 30, 2005 was $6,127,053 as compared      to   $7,653,528           a  year     ago.    The decrease was dueprimarily        to  a decrease   in   cash, accounts receivable    and inventoryof  approximately           $1,594,000,    $417,000 and    $176,000   respectively and an increase        in short-term financing of $800,000,    offset byan  increase  in short-term       investments, deferred income taxes of approximately $96,000 and $767,000      respectively and a reduction in accounts   payable, accrued   payroll    and  related expenses of  approximately $111,000, $466,000 respectively.

Internally          generated funds in fiscal 2005 were a negative $2,336,927 and were   not    adequate   to fund the Company's primary non-operating          cash  requirements     consisting         of capital     expenditures      of   $235,470. The primary reason     for the negative cash flow from operations                  in fiscal 2005 was the net loss   of $1,573,772 and a $466,100       reduction   in accrued payroll and related expenses. Internally               generated funds in fiscal 2004 were $1,490,981 and were adequate         to   fund     the Company's primary non-operating cash requirements     consisting         of capital     expenditures of $104,031           and purchase   of  Class A shares      of   $13,202. The   primary     reason      for the positive    cash flow from operations         infiscal     2004 was    net income   of $659,770     and the reduction inaccounts       receivable     and   an increase in  accrued     payrolland related   expenses.    Internally       generated   funds in fiscal    2003 were  $243,857  and were adequate       to fund  the Company's primary     non-operating       cash requirements     consisting    of capitalexpenditures      and  debt   payments of  $129,976      and $11,334  respectively.    The primary      reason   for the positive     cash  flow in fiscal 2003 was the    reductions         in accounts   receivable     and inventory, and the receipt of refundable        income  taxes. The Company      expectsinternally   generated   funds      in  fiscal 2006 from operating     activities to be adequate   to fund      approximately   $300,000 of capital expenditures.         Most of the  capital expenditures   will  be made to upgrade information       technology     and manufacturing equipment.

In February                        2005 the Company renewed its       credit agreement with its    financial          lender.        Theagreement       expires in February 2006   and provides   for    a  securedrevolving          credit facility of $1,000,000    with interest     atthe  prime  commercial     rate. At September 30, 2005   the Company    had$800,000 outstanding under   this     loan facility. The   agreement    issecured by the Company's    accounts   receivable,     inventory,   equipment     and general intangibles.      On September 30, 2005, the credit agreement      was revised   and   currently contains  affirmative         covenant requirements    that require   the Company to maintain liquidity      of not less than $1,250,000,  a tangible    net worth of $7,500,000 and   a  ratio  of debt to tangible  net  worth of  not  more than 1.00   to 1.00. Previously,the credit  agreement contained     affirmative      covenant requirements    that required the Company to maintain a tangible  net worth of  $9,000,000,    a ratio of debt to  tangible net  worth of not   more   than  1.00  to 1.00   and an interest   coverage ratio  of not less  than 1.25 to   1.00.  The  revolving credit facility   is subject  to annual  review by the Company's      lender. During fiscal 2006 the Company's business will require a short-termincrease      in   inventory          and accounts receivables. The Companyanticipates increasing its revolving credit facility with its financial lenderand believes the necessary increase can be obtained on acceptable terms.Whenever there may be   a requirement      to increase   inventory  infiscal  2006 there will  be a negative but    temporary  impact   on liquidity.The Company  believes    that internally    generated  funds and an increasein the revolving    line of credit will   provide sufficient     liquidity    to meet ongoing       working capital  requirements.

Off-Balance                        Sheet Arrangements

Hickok has                               no off-balance sheet arrangements (as defined   in   Regulation           S-B    Item     303    paragraph (c)(2)) that have    or are reasonably          likely   to have   a  material    current or  future  effect on its  financial        condition,    changes    infinancial        condition, revenues  or expenses,        results of operations,    liquidity,      capital    expenditures  or capital       resources.

Critical                               Accounting Policies

The Company                               describes its significant accounting policies   in   the    notes      to   the    consolidated        financial statements   included      in the Company's        Annual    Report on Form   10-KSB.      However,    in  response to the SEC's      Release No.   FR-60, "Cautionary     Advice     Regarding  Disclosure  About   Critical   Accounting    Policies",   issued      December    12, 2001,  the Company   has identified   the policies    it   believes  are  most critical    to an understandingof the   Company's        financial  statements.    Since  application of these    accounting       policies  involves the exercise  of   judgmentand use of   estimates,      actual   results  could differ  from    thoseestimates.

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

Inventory                               Valuation and Reserves - Inventories are valued     at   the    lower      of   cost     or   market using the first-in,first-out        (FIFO)    method.   The   Company's     business      mayrequire an   increase     in inventory   of   component   parts,  work-in-process        and finished     goods in order   to   meet anticipated   delivery  schedules   of   customers.         However,  we are   responsible forexcess   and obsolete   inventory    purchases   in   excess  of inventoryneeded  to meet  customer   demand forecasts,      as well    as inventory  purchases  generally  not   covered by supply agreements,       or parts  that   become  obsolete before    use in production. If our forecasts        change or     excess inventory   becomes  obsolete, the inventoryreserves       included     in our   financial   statements  may be understated.

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

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

Impact                               of Inflation

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

Forward-Looking                               Statements

The foregoing                               discussion includes forward-looking statements    relating         to   the    business         of the Company. These forward-looking      statements,          or other    statements     made    by the Company,    are  made based  on   management's      expectations    and   beliefs   concerning    future  events   impacting  the    Company and are    subject     to uncertainties      and  factors  (including,      but not limitedto,     those specified      below) which  are difficult      to predict and,  in many   instances, are   beyond   the control   of the   Company.    As  a result,  actual   results   of the Company   could differ    materially    from those  expressed   in or  implied by any such   forward-looking    statements.  These uncertainties        and factors include (a)   theCompany's     dependence    upon a limited    number    of  customers,  (b)the   highly   competitive    industry  in which   the Company   operates, which includes     several competitors    with greater     financial   resources  and larger   sales organizations, (c) the   acceptance   in the marketplace  of new products  and/or services      developed   or under   development by the  Company including automotive diagnostic      products,   fasteningsystems   products and indicating instrument products, (d) the ability of the Company  to further  establish distribution       and      a customerbase in the automotive aftermarket,    and (e) the  Company's      ability   to capitalize   on market opportunities   including   state automotive      emissions    programs and OEM tool programs.

----

******ITEM 7. FINANCIAL STATEMENTS**

The following                               pages contain the Financial Statements andSupplementary              Data     as   specified         for Item 7 orPart II of Annual    Report       on   Form 10-KSB.

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**

**SHAREHOLDERS AND BOARDOF DIRECTORS****HICKOK     INCORPORATED****CLEVELAND,      OHIO**

We have audited                               the accompanying consolidated balance sheets  of   HICKOK       INCORPORATED             as   of  September 30, 2005and   2004,   and the    related   consolidated      statements         ofincome,    stockholders'      equity and   comprehensive  income,  and cashflows for  each   of the  years         in the   three-year period   ended September   30, 2005. These    financial     statements        are    the responsibility     of the Company's  management.       Our responsibility       is  to  express   an opinion on  these financial     statementsbased on   our   audits.

We conducted                               our audits in accordance with the standards of   the    Public       Company        Accounting        Oversight Board "United   States".    Those     standards   require       that we plan  and    perform   the audit   to obtain    reasonable   assurance     that  the financial    statements       are free   from material   misstatement.     The Company   has determined    it is not required    to have,  norwere  we engaged to  perform, an audit   of its internal control    overfinancial    reporting.  Our audit included     consideration of internal   control  over financial    reporting as a basis     for   designing auditprocedures     that are appropriate    in the circumstances     but   notfor the purpose  of   expressing an opinion   on  the effectiveness     ofthe  Company's internal control   over financial    reporting.   Accordingly,    we express  no such opinion. An  audit  also includes examining,                    on a test  basis, evidence supporting the  amounts and disclosures            in   the   financial  statements, assessing  the accounting principles            used    and significant  estimates made by management,  as well  as   evaluating           the overall financial  statement  presentation.   We  believe that  our    audits       provide a reasonable basis  forour    opinion.

In our opinion,                               the financial statements referred to abovepresent        fairly,        in   all    material        respects, the consolidated    financial    position        of Hickok    Incorporated     as   of September    30, 2005   and 2004, and    the  consolidated     results of their  operations       and their cash   flows  for each of the years in thethree-year  period       ended September       30,  2005 in conformity  with accounting  principles       generally    accepted    in    the United States of America.

/s/ Meaden                               & Moore, Ltd.

**MEADEN &                MOORE, Ltd.****CERTIFIED      PUBLIC                 ACCOUNTANTS**

**NOVEMBER                               23, 2005****CLEVELAND,      OHIO**                                                                                                                              

**
**F-1**
**

----

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

**ASSETS**
**
|                                                                   | **2005**                                                                 | **2004**    |
|-------------------------------------------------------------------|--------------------------------------------------------------------------|-------------|
|                                                                   |                                                                          |
| **CURRENT ASSETS: **                                         |                                                                          |             |
| Cash and cash equivalents                                    | $145,889                                                                 | $1,739,719  |
| Short-term investments                       - available for sale | 2,148,170                                                                | 2,051,863   |
| Accounts receivable-less                  allowance for      | 1,031,017                                                                | 1,448,444   |
|                                                                   | doubtful accounts                       of $50,000 ($10,000, 2004)  |
| Inventories-less allowancefor obsolete                       | 3,684,629                                                                | 3,860,225   |
|                                                                   | inventory of $425,000                       ($106,000, 2004)        |
| Deferred income taxes                                        | 882,600                                                                  | 116,000     |
| Prepaid expenses                                             | 42,144                                                                   | 46,337      |
|                                                                   |                                                                          |
|                                                                   | **Total Current Assets **                                           | 7,934,449   | 9,262,588 |
|                                                                   |                                                                          |             |
|                                                                   |                                                                          |             |
| **PROPERTY, PLANT AND                  EQUIPMENT: **         |                                                                          |             |
| Land                                                         | 229,089                                                                  | 229,089     |
| Buildings                                                    | 1,492,161                                                                | 1,478,629   |
| Machinery and equipment                                      | 2,603,267                                                                | 2,558,603   |
|                                                                   |                                                                          |
|                                                                   | 4,324,517                                                                | 4,266,321   |
| Less accumulated depreciation                                | 3,289,727                                                                | 3,191,894   |
|                                                                   |                                                                          |
|                                                                   | 1,034,790                                                                | 1,074,427   |
|                                                                   |                                                                          |             |
| **OTHER ASSETS: **                                           |                                                                          |             |
| Deferred income taxes                                        | 1,401,700                                                                | 1,376,000   |
| Deposits                                                     | 1,750                                                                    | 1,750       |
|                                                                   |                                                                          |
|                                                                   | 1,403,450                                                                | 1,377,750   |
|                                                                   |                                                                          |
|                                                                   |                                                                          |             |
|                                                                   | **Total Assets **                                                   | $10,372,689 | $11,714,765 |
|                                                                   |                                                                          |

**
**F-2**
**

----

**
**LIABILITIES AND STOCKHOLDERS' EQUITY**
**

20052004**CURRENT LIABILITIES:**Short-term financing$800,000$       -Accounts payable305,157416,186Accrued payroll and                              related expenses260,092726,192Accrued expenses272,243216,735Accrued stock repurchase-33,300Accrued taxes other                              than income65,97082,713Accrued income taxes103,934133,934**  Total Current                               Liabilities**1,807,3961,609,060**STOCKHOLDERS' EQUITY:**Common shares - par                              value $1.00Class A 3,750,000                              shares authorized, 772,174 (2005)  and 772,174                              (2004) shares issued756,379762,588Class B 1,000,000                              convertible shares authorized,  475,533 shares                              issued454,866454,866Accumulated comprehensive                              income (net of tax)218,13834,863Contributed capital1,592,9421,592,942Treasury shares -                              15,795 (2005) and 12,916                   (2004)  Class A shares                              and 20,667 (2005 and 2004)  Class B shares(661,676)(639,095)Retained earnings6,204,6447,899,541**  Total Stockholders'                              Equity**8,565,29310,105,705**  Total Liabilities                              and Stockholders' Equity**$10,372,689$11,714,765

**
**F-3**
**

----

**
**CONSOLIDATED STATEMENT OF INCOME****HICKOK     INCORPORATED****FOR   THE   YEARS                 ENDED SEPTEMBER 30**
**
|                                                                                                | **2005**                                                                                   | **2004**     | **2003**   |
|------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|--------------|------------|
|                                                                                                |                                                                                            |              |            |
| **NET SALES: **                                                                           |                                                                                            |              |            |
| Product sales                                                                             | $8,691,822                                                                                 | $14,206,561  | $9,188,843 |
| Service sales                                                                             | 978,872                                                                                    | 1,514,477    | 1,849,103  |
|                                                                                                |                                                                                            |
|                                                                                                | **Total Net Sales **                                                                  | 9,670,694    | 15,721,038 | 11,037,946 |
|                                                                                                |                                                                                            |              |            |
| **COSTS AND EXPENSES: **                                                                  |                                                                                            |              |            |
| Cost of product sold                                                                      | 5,197,059                                                                                  | 7,124,920    | 4,997,533  |
| Cost of services sold                                                                     | 836,371                                                                                    | 924,575      | 1,114,269  |
| Product development                                                                       | 2,059,401                                                                                  | 2,127,641    | 1,961,901  |
| Marketing and administrative                                                              | 4,243,632                                                                                  | 4,752,997    | 4,216,551  |
|                                                                                                | expenses                                                                              |
| Interest charges                                                                          | 21,465                                                                                     | 1,558        | 3,243      |
| Other (income) expense                                                                    | (201,162)                                                                                  | (53,523)     | (49,895)   |
|                                                                                                |                                                                                            |
| **Total Costs and Expenses **                                                             | 12,156,766                                                                                 | 14,878,168   | 12,243,602 |
|                                                                                                |                                                                                            |
|                                                                                                | **Income (Loss) before                        Provision for Income Taxes **           | (2,486,072)  | 842,870    | (1,205,656) |
| **Provision For (Recovery                        Of)****   Income Taxes:**** ** |                                                                                            |              |            |
| Current                                                                                   | (25,000)                                                                                   | (18,000)     | -          |
| Deferred                                                                                  | (887,300)                                                                                  | 201,100      | (471,000)  |
|                                                                                                |                                                                                            |
|                                                                                                | (912,300)                                                                                  | 183,100      | (471,000)  |
|                                                                                                |                                                                                            |
| Income (Loss) before                                                                      |                                                                                            |              |            |
|                                                                                                | cumulative effect                       of change in accounting   principle                | (1,573,772)  | 659,770    | (734,656) |
| Cumulative effect                  of change                                                   |                                                                                            |              |            |
|                                                                                                | in accounting for                       goodwill, net of tax of   $536,000                 | -            | -          | (1,038,542) |
|                                                                                                |                                                                                            |
|                                                                                                | **Net Income (Loss)**                                                                      | $(1,573,772) | $659,770   | $(1,773,198) |
|                                                                                                |                                                                                            |
| Income (Loss) per                  Common                                                 |                                                                                            |              |            |
|                                                                                                | share before cumulative                      effect of change inaccounting principle  | $(1.30)      | $.54       | $(.60) |
| Cumulative effect                        of change                                             |                                                                                            |              |            |
|                                                                                                | in accounting for                      goodwill                                            | -            | -          | (.85) |
|                                                                                                |                                                                                            |
|                                                                                                | **NET INCOME (LOSS)                         PER COMMON SHARE - BASIC**                     | $(1.30)      | $.54       | $(1.45) |
|                                                                                                |                                                                                            |
| Income (Loss) per                        Common                                           |                                                                                            |              |            |
|                                                                                                | share assuming dilution:                                                                   |              |            |  |
| Income (Loss) per                        Common                                           |                                                                                            |              |            |
|                                                                                                | share before cumulative                       effect of change    in accounting principle  | $(1.30)      | $.53       | $(.60) |
| Cumulative effect                        of change                                        |                                                                                            |              |            |
|                                                                                                | in accounting for                       goodwill                                           | -            | -          | (.85) |
|                                                                                                |                                                                                            |
|                                                                                                | **NET INCOME (LOSS)                         PER****COMMON   SHARE - DILUTED**              | $(1.30)      | $.53       | $(1.45) |
|                                                                                                |                                                                                            |              |
| **WEIGHTED AVERAGE SHARESOF COMMON STOCK OUTSTANDING **                                   | 1,211,629                                                                                  | 1,218,913    | 1,219,750  |
|                                                                                                |                                                                                            |

**
**F-4**
**

----

**
**CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE                INCOME****HICKOK     INCORPORATED****FOR   THE   YEARS                 ENDED SEPTEMBER 30, 2005, 2004, AND 2003**
**
|                                                                                                                                                              |                                      | **COMMON STOCK - ****$1.00  PAR VALUE ** |                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|----------------------------------------------------|-------------------|
|                                                                                                                                                              | **RETAINED ****EARNINGS ** | **CLASS A **                                  | **CLASS B ** | **CONTRIBUTED ****CAPITAL ** | **ACCUMULATED COMPREHEN- ****SIVE  INCOME** | **TREASURY ****SHARES ** | **TOTAL ** | **COMPREHEN-****SIVE  INCOME** |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| **Balance at****September****30,   2002**                                                                                                                    | $9,012,969                           | $764,884                                           | $454,866          | $1,603,848 | $                           - | $(605,795) | $11,230,772 | $- |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| Net Loss                                                                                                                                                     | (1,773,198)                          | -                                                  | -                 | - | - | - | (1,773,198) | (1,773,198) |
|                                                                                                                                                              |                                      |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| **Balance at****September****30,   2003**                                                                                                                    | 7,239,771                            | 764,884                                            | 454,866           | 1,603,848 | - | (605,795) | 9,457,574 | $(1,773,198) |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| Purchase andRetirement of   Class   Ashares                                                                                                             | -                                    | (2,296)                                            | -                 | (10,906) | - | - | (13,202) | - |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| SharesTendered                                                                                                                                               | -                                    | -                                                  | -                 | - | - | (33,300) | (33,300) | - |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| UnrealizedGain    on  Investments(net    of  tax of   $17,000)                                                                                               | -                                    | -                                                  | -                 | - | 34,863 | - | 34,863 | $34,863 |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| Net Income                                                                                                                                                   | 659,770                              | -                                                  | -                 | - | - | - | 659,770 |  659,770 |
|                                                                                                                                                              |                                      |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| **Balance at****September****30,   2004**                                                                                                                    | $7,899,541                           | $762,588                                           | $454,866          | $1,592,942 | $34,863 | $(639,095) | $10,105,705 | $694,633 |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| Purchase and Retirement                of Class A Shares Tendered                                                                                            | -                                    | (6,209)                                            | -                 | - | - | (22,581) | (28,790) | - |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| Unrealized Gain on Investments                and Reclassification adjustment for gain (loss) includedin   net    earnings         (see note 3) (net of tax) | -                                    | -                                                  | -                 | - | 183,275 | - | 183,275 | 183,275 |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| Dividend of $.10 per Class                A and B shares                                                                                                     | (121,125)                            | -                                                  | -                 | - | - | - | (121,125) | - |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |
| Net Loss                                                                                                                                                     | (1,573,772)                          | -                                                  | -                 | - | - | - | (1,573,772) | (1,573,772) |
|                                                                                                                                                              |                                      |
| **Balance at September                30, 2005**                                                                                                             | $6,204,644                           | $756,379                                           | $454,866          | $1,592,942 | $218,138 | $(661,676) | $8,565,293 | $(1,390,497) |
|                                                                                                                                                              |                                      |
|                                                                                                                                                              |                                      |                                                    |                   |  |  |  |  |  |

See accompanying                               summary of accounting policies and notes to financial          statements.

**
**F-5**
**

----

**
**CONSOLIDATED STATEMENT OF CASH FLOWS****HICKOK     INCORPORATED****FOR   THE   YEARS                 ENDED SEPTEMBER 30**
**
|                                                                                                                                                                                                                                                                                                                                                                                    | **2005**     | **2004**     | **2003**     |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------|--------------|--------------|
|                                                                                                                                                                                                                                                                                                                                                                                    |              |
| **CASH FLOWS FROM OPERATING                        ACTIVITIES: **                                                                                                                                                                                                                                                                                                             |              |              |              |
| Cash received from                       customers                                                                                                                                                                                                                                                                                                                            | $10,088,121  | $15,970,143  | $11,761,011  |
| Cash paid to suppliers                       and employees                                                                                                                                                                                                                                                                                                                    | (12,409,036) | (14,515,317) | (11,793,871) |
| Interest paid                                                                                                                                                                                                                                                                                                                                                                 | (21,465)     | (1,558)      | (3,243)      |
| Interest received                                                                                                                                                                                                                                                                                                                                                             | 10,453       | 42,713       | 28,826       |
| Income taxes (paid)                       refunded                                                                                                                                                                                                                                                                                                                            | (5,000)      | (5,000)      | 251,134      |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |
| **Net Cash Provided                        by (Used in) Operating       Activities **                                                                                                                                                                                                                                                                                         | (2,336,927)  | 1,490,981    | 243,857      |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |              |              |
| **CASH FLOWS FROM INVESTING                        ACTIVITIES:**                                                                                                                                                                                                                                                                                                                   |              |              |              |
| Capital expenditures                                                                                                                                                                                                                                                                                                                                                          | (235,470)    | (104,031)    | (129,976)    |
| Change in deposits                                                                                                                                                                                                                                                                                                                                                            | -            | -            | 300          |
| Proceeds on sale of assets                                                                                                                                                                                                                                                                                                                                                    | 11,941       | -            | 1,350        |
| Purchase of short-term                       investments                                                                                                                                                                                                                                                                                                                           | (500,000)    | (2,000,000)  | (2,069,935)  |
| Sale of short-term                       investments                                                                                                                                                                                                                                                                                                                          | 849,841      | 1,018,000    | 1,051,935    |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |
| **Net   Cash Provided                  by (Used in)   Investing Activities **                                                                                                                                                                                                                                                                                                 | 126,312      | (1,086,031)  | (1,146,326)  |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |              |              |
| **CASH FLOWS FROM FINANCING                        ACTIVITIES: **                                                                                                                                                                                                                                                                                                             |              |              |              |
| Increase in short-term financing                                                                                                                                                                                                                                                                                                                                                   | 800,000      | -            | -            |
| Payments on lease                       obligation                                                                                                                                                                                                                                                                                                                            | -            | -            | (11,334)     |
| Purchase of Class                       A shares                                                                                                                                                                                                                                                                                                                              | (62,090)     | (13,202)     | -            |
| Dividends paid                                                                                                                                                                                                                                                                                                                                                                     | (121,125)    | -            | -            |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |
| **Net Cash Provided            by (Used in) Financing Activities **                                                                                                                                                                                                                                                                                                           | 616,785      | (13,202)     | (11,334)     |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |              |              |
| **Increase (Decrease)                        in Cash and Cash Equivalents **                                                                                                                                                                                                                                                                                                  | (1,593,830)  | 391,748      | (913,803)    |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |              |              |
| **Cash and Cash Equivalents                        at Beginning of       Year **                                                                                                                                                                                                                                                                                              | 1,739,719    | 1,347,971    | 2,261,774    |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |
| **Cash and Cash Equivalents                        at End of Year **                                                                                                                                                                                                                                                                                                          | $145,889     | $1,739,719   | $1,347,971   |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |
|                                                                                                                                                                                                                                                                                                                                                                                    |              |              |              |
| See accompanying summaryof accounting policies and notes to financial             statements.                                                                                                                                                                                                                                                             |

**
**F-6**

****
**
|                                                                                                                                                                                                                                                                                                       | **2005**                      | **2004**   | **2003**                      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------|------------|-------------------------------|
|                                                                                                                                                                                                                                                                                                       |                               |
| **RECONCILIATION OF                        NET INCOME TO NET CASH                                                          PROVIDED BY OPERATING   ACTIVITIES: **                                                                                                                                |                               |            |                               |
|                                                                                                                                                                                                                                                                                                       |                               |            |                               |
| Net Income (Loss)                                                                                                                                                                                                                                                                                     | $(1,573,772)                  | $659,770   | $(1,773,198)                  |
| **   ADJUSTMENTS                      TO RECONCILE  NET INCOME       TO NET                                                             CASH PROVIDED     BY  OPERATING      ACTIVITIES:**                                                                                        |                               |            |                               |
|    Depreciation                                                                                                                                                                                                                                                                             | 267,180                       | 280,552    | 313,693                       |
|          Cumulative                      effect of change in                                                               accounting        for   goodwill                                                                                                                  | -                             | -          | 1,574,542                     |
|    Dividends reinvested                                                                                                                                                                                                                                                                     | (77,085)                      | -          | -                             |
|    Gain on disposal                         of investments                                                                                                                                                                                                                                  | (90,788)                      | -          | -                             |
|          (Gain)Loss            on disposal           of assets                                                                                                                                                                                                                              | (4,014)                       | 15,036     | 11,017                        |
|          Deferred     income                  taxes                                                                                                                                                                                                                                         | (887,300)                     | 201,100    | (1,007,000)                   |
|          **CHANGES                      IN ASSETS AND LIABILITIES:**                                                                                                                                                                                                                        |                               |            |                               |
|          Decrease     (Increase)                  in accounts receivable                                                                                                                                                                                                                    | 417,427                       | 249,105    | 723,065                       |
|          Decrease     (Increase)                  in inventories                                                                                                                                                                                                                            | 175,596                       | (568,897)  | 298,215                       |
|          Decrease     (Increase)                  in prepaid expenses                                                                                                                                                                                                                       | 4,193                         | 1,044      | (10,690)                      |
|          Decrease     (Increase)                  in refundable income                                                               taxes                                                                                                                                   | -                             | -          | 253,000                       |
|          Increase     (Decrease)                  in accounts payable                                                                                                                                                                                                                       | (111,029)                     | 121,970    | (79,808)                      |
|          Increase     (Decrease)                  in accrued payroll and                                                               related      expenses                                                                                                                 | (466,100)                     | 477,141    | (100,988)                     |
|          Increase     (Decrease)                  in other accrued                                                               expenses       and   accrued     taxes    other    than                                                               income | 38,765                        | 77,160     | 43,875                        |
|          Increase     (Decrease)                  in accrued income                                                               taxes                                                                                                                                      | (30,000)                      | (23,000)   | (1,866)                       |
|                                                                                                                                                                                                                                                                                                       |                               |
|          Total     Adjustments                                                                                                                                                                                                                                                              | (763,155)                     | 831,211    | 2,017,055                     |
|                                                                                                                                                                                                                                                                                                       |                               |
|                                                                                                                                                                                                                                                                                                       |                               |            |                               |
|          **Net     Cash                  Provided by (Used in) Operating                                                 Activities**                                                                                                                                        | ($2,336,927)                  | $1,490,981 | $243,857                      |
|                                                                                                                                                                                                                                                                                                       |                               |
| Non-cash       disclosures                                                                                                                                                                                                                                                                            |                               |            |                               |
|          Accrued     tender                  offer                                                                                                                                                                                                                                          | $            - | $33,300    | $            - |
|                                                                                                                                                                                                                                                                                                       |                               |            |                               |

**
**F-7**
**

----

**
**F-8**

**NOTESTO CONSOLIDATED FINANCIAL STATEMENTS****HICKOK     INCORPORATED****SEPTEMBER      30,                 2005, 2004 AND 2003**
**

**1. NATURE OF OPERATIONS**

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

 **Product Classes                              ****2005****2004****2003**Automotive Test Equipment  78.2% 86.9% 78.5% Fastening Systems 2.41.4 5.8Indicating Instruments 19.410.413.0Other Product Classes 0.01.3 2.7**Total ** 100.0% 100.0% 100.0% 

Current operating                               properties consist of a manufacturing plant in   Greenwood,           Mississippi,             and  a corporate headquarters,    marketing   and    product    development    facility         in Cleveland,     Ohio.

**2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

*Principles                               of Consolidation :*The   consolidated                    financial statements include the accounts         ofHickok       Incorporated            and its    wholly-owned domestic subsidiaries       since   date  of   acquisition.      Significant    intercompany transactions        and   balances       have been  eliminated    in the financial statements.

*Concentration                               of Credit Risk :*The   Companysells its products and services primarily to customers in the  United States   of America and to a lesser extent overseas. All  sales are  made in United                  States of America dollars. The Company extendsnormal       credit        terms  to its   customers. Customers   in the                automotive industry comprise 15% of outstanding     receivables       at   September     30, 2005  (29%   in 2004). Sales to a customer    approximated        $1,060,000     (2005),$3,000,000 (2004),   $2,200,000   (2003).

*Use of                               Estimates in the Preparation of FinancialStatements           :*The   preparation                    of financial statements in conformity with         generally       accepted           accounting    principles requires management to  make         estimates      and   assumptions   that may    affect thereported    amounts     of  certain        assets   and liabilities   anddisclosure      of contingencies      at  the    date of  the  financialstatements,   and the reported    amounts    of  revenue    and expenses  during the reporting  period. Actual results       could  differ    fromthose  estimates.

*Revenue                               Recognition :*The   Companyrecords sales as manufactured items are shipped         to customers onan FOB shipping   point arrangement, at which time   title      passes andthe earnings  process is   complete. Revenue from development       contractsrepresent agreements  to provide   training related programs    to   techniciansand engineers and are  recorded as  service revenue. Revenue      from thesecontracts is recognized   as agreed upon  milestones are achieved.      Thecustomer does not have a right   to return merchandise  unless defective     or warranty related and there are   no formal customer acceptance  provisions.      The Company warrants certain products   against defects for periods ranging     primarily from 12 to 36 months. Charges    against                income for warranty  expense   amounted to $133,234 (2005),  $111,664          (2004)    and $75,403 (2003). Sales returns and allowances  were   immaterial         during     each of the  three   years in theperiod   ending  September       30, 2005.  An  estimate  for future   warrantyclaims   of $52,246 (2005)     and  $49,881   (2004)  is included  in "Accrued   expenses".

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

*Cash and                               Cash Equivalents :*For   purposes  of the Statement of Cash Flows, the Company         considers all highly                  liquid   debt instruments purchased with a maturity    of   three      months    or less   to be  cash equivalents. From timeto  time     the    Company  maintains    cash balances   in  excess of theFDIC  limits.   The    cash    balance at September   30, 2005 amounted  to $145,889.

*Short-term Investments                              :*Investments are comprised of marketable securities in the         form of mutual funds.                Marketable securities     are classified as available-for-sale            and    are recorded at their fair     market value. Unrealized gains      or   losses       resulting from changes in  fair   value arerecorded   as   a component      of comprehensive     income (loss).

*Accounts Receivable                              :*The   Companyestablishes an allowance for doubtful accounts         based upon factors  surrounding    the credit risk of specific customers,         historicaltrends and  other information.

*Inventories :*Inventories are valued at the lower of cost (first-in, first-out)         or marketand consist      of:**2005****2004**Raw materials and                       component parts $2,412,831$2,734,901Work-in-process 499,318435,516Finished products 772,480689,808$3,684,629$3,860,225

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

 
**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 $267,180(2005),                       $280,552 (2004), and $313,693 (2003).

*Valuation                               of Long-Lived Assets :*Long-livedassets such as property, plant and equipment and software      are reviewedfor impairment whenever        events or changes in circumstances     indicate                that the carrying amount       may not be recoverable. Ifthe    total        of    the expected  future undiscounted       cash flowsis   less than    the    carrying     amount  of the asset,  a loss  isrecognized      for   the difference    between   the   fair value  and carrying  value     of the   asset.

*Shipping and Handling                              Costs :*Shipping      and                 handling costs are classified as cost of product sold.

*Advertising Costs                              :*Advertising costs are expensed as incurred and amounted to $159,626 (2005), $153,194     (2004) and $143,496 (2003).

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

*Income                               per Common Share :*Income     percommon share information is computed on the weighted         average number    of shares   outstanding during each period as disclosed         in note9.

*Adoption                               of New Accounting Standards :*In   July   2001,                  the Financial Accounting Standards Board issued SFAS     No.    142,      Goodwill   and   Other Intangible Assets. SFAS   No.     142   requires      that  goodwill  and intangible   assetswith  indefinite      useful    lives       no longer  be amortized,  butinstead  be  tested   for impairment    at     least annually in  accordancewith  its provisions.       The Company  adopted         the provisions of SFAS  No. 142 effective      October 1, 2002.  Additional         informationis  disclosed  in note   11. 

In May 2003,                               the Financial Accounting Standards Board issued     SFAS     No.    150,     Accounting           for Certain FinancialInstruments        with   Characteristics         of Both Liabilities       and Equity.       SFAS No.   150 establishes  accounting       standardsfor the   classification                 and measurement  of certain   financial   instruments with    characteristics           of   both  liabilitiesand equity.  The  Company    has no financial    instruments       with  characteristics   of both   liabilities  and equity,    thus the  July1,   2003  adoption   of  the  provisions  of SFAS  No. 150    did not affect   the Company's     results   of   operations,  financial    position orliquidity.

In January                               2003, the Financial Accounting Standards Board    issued       Interpretation               No.    46, Consolidation ofVariable    Interest       Entities. The Interpretation              addresses    the   consolidation       of variable interest entities,   more     commonly      referred   to   as   special purpose entities. The interpretation      immediately      applies   to   entities created after January 31,2003,         and   after July 1,   2003   for existing   variable interestentities.      The   Company   has no variable     interest   entities, thus the July     1,  2003  adoption of  the provisions    of  Interpretation  No. 46   did   not affect  the Company's      results of   operations,   financial  position     or   liquidity.

In November 2004,                the     Financial        Accounting Standards Board issued SFAS    No. 151, Inventory     Costs. SFAS    No.    151 clarifies the accounting    for abnormal amounts   of  idle facility    expense,    freight, handling    costs, and wasted material     (spoilage). The   Company will    adopt this   pronouncement effective October     1, 2005 and does   not expecta  significant   impact on the Company's operations.

In December 2004,  the Financial  Accounting              Standards Board issued SFAS No. 123(r), Shared Based Payment.  SFAS     No.    132(r)   is a revision of FASB Statement No. 123, Accounting  for   Stock-Based      Compensation   and supercedes APB Opinion No. 25, accounting   for Stock   issued   to Employees,   and its related implementation guidance.   This Statement    establishes  standards  for the accounting for transactions    in which an   entity exchanges  its equity   instruments for goods or services.    The Company   will adopt this  pronouncementeffective October 1, 2006   and does not expect  a significant impact on the  Company's  operations.

In December 2004,                the     Financial        Accounting Standards Board issued SFAS    No. 153, Exchanges     of Nonmonetary       Assets. SFAS No. 153 addresses    the measurement of  exchanges   of nonmonetary       assets. The Company   will adopt this pronouncement effective              October 1, 2005 and does not   expect a significant impacton   the   Company's          operations.

In May 2005, the Financial Accounting                Standards Board issued SFAS No. 154, Accounting Changes and                Error Corrections. SFAS No. 154 provides guidance on theaccounting           for    and  reporting of accounting changes and errorcorrections.    The Company    will adopt this pronouncement effective  October 1, 2006.

*Reclassifications                               :*Certain     prior                  year amounts have been reclassified to conformwith     current        year       presentation.

**3. SHORT-TERM INVESTMENTS AND COMPREHENSIVE INCOME**

Short-term               investments are as follows:**2005****2004****COST****MARKET****COST****MARKET**Mutual funds$1,818,032$2,148,170$2,000,000$2,051,863Less Cost1,818,0322,000,000Gross unrealized gains (losses) on short-term investments330,13851,863Deferred income taxes112,00017,000Accumulated comprehensive                       income (net of  tax)$218,138$34,863Gains (Losses):Gross Unrealized gains$330,138$51,863Gross unrealized losses--$330,138$51,863

The following                 table              sets forth the computation of comprehensive      income.

|                                                                                              | **2005**     | **2004**                | **2003**                              |
|----------------------------------------------------------------------------------------------|--------------|-------------------------|---------------------------------------|
|                                                                                              |              |
| **Net Income (Loss)  **                                                            | $(1,573,772) | $659,770                | $(1,773,198)                          |
| Unrealized gain (loss)on     investments (net of tax)                                   | 196,426      | 34,863                  | -                                     |
|                                                                                              |              |                         |                                       |
| Reclassificationadjustment for gain (loss) included in net earnings             (net of tax) | (13,151)     | -                       | -                                     |
|                                                                                              |              |
| **Comprehensive Income         (Loss) **                                                | $(1,390,497) | $694,633                | $(1,773,198)                          |
|                                                                                              |              |
|                                                                                              |              |                         |                                       |
| **Gains (Losses): **                                                                    |              |                         |                                       |
| Gross realized gains                                                                    | $90,788      | $      - | $          - |
| Gross         realized losses                                                                | -            | -                       | -                                     |
|                                                                                              |

**4. SHORT-TERM FINANCING**

The Company has a                              secured credit agreement of $1,000,000 withits    financial          lender.        The    agreement    expires in February    2006 and provides         for a revolving        credit    facility of   $1,000,000 with interest       at  the bank's prime   commercial     rate.      The agreement   is secured       by the Company's accounts   receivable,        inventory,    equipment  and      general   intangibles. On September 30, 2005,the credit agreement   was revised   and   currently contains  affirmative               covenant requirements  that require   the Company to maintain   liquidity         of not less than $1,250,000, a tangible    net worthof   $7,500,000  and    a  ratio  of debt to tangible net  worth of  notmore   than 1.00   to 1.00.Previously, the credit                  agreement   contained  affirmative    covenant requirements     that     required        the Company to maintain a tangible net worth of   $9,000,000,     a ratio   of   debt  to tangible net  worth of  notmore  than 1.00   to   1.00  and an   interest    coverage ratio of  not lessthan  1.25 to 1.00. The   Company had              outstanding borrowings  of $800,000     under this loan  facility  at     September       30, 2005 and $-0- 2004.     The Company  is in compliance    with  its loan   covenants. Selected details           of short-term borrowings are as follows: 

**Amount****Weighted AverageInterest Rate**Balance at September               30, 2005 $800,000 6.75% Average during 2005 $341,667 6.18% Maximum during 2005               (month end) $800,000 6.75% Balance at September 30,                 2004$       --Average during 2004$       --Maximum during 2004 (month                 end)$       --

**5. LEASES**

*Operating*:The   Companyleases a facility and certain equipment under         operating leasesexpiring  through  February 2009.

The Company's                               minimum commitments under operating leasesare    as   follows:

 2006$19,902200714,890200810,25520093,629**Total **$48,676

Rental expense                               under these commitments was $38,735 (2005), $39,524 (2004)and  $41,198        (2003).

A facility                               held under a capital lease has a net bookvalue      of   $0   at   September          30,    2005.  Future minimumlease payments       which   extend   through 2061     are    immaterial.

**6. STOCK OPTIONS**

Under the                               Company's Key Employees Stock Option Plans(collectively              the    "Employee          Plans")  the CompensationCommittee  of   the    Board     of Directors   has  the    authorityto  grant options     to Key   Employees     to purchase up  to 47,200Class A shares,     net    of granted   options.    The options are exercisable   for up to 10 years.       Incentive    stock options     are available at an exercise     price   of not less  than    market price  on   the datethe option  is  granted.    However, options available      to an individual  owning more  than 10%  of the   Company's Class A shares   at   the timeof grant  must  be at a price not less   than 110% of the market    price.  Non-qualified    stock options may be issued   at such exercise  price and on such  other  terms  and conditions as the Compensation      Committee may determine. No  options  may be granted at a price less than     $2.925. Non-cash compensation    expense   related  to stock option plans  was $0  for fiscal years ended    September     30, 2005, 2004  and 2003. All options    granted under the   Employee Plans   are   exercisable at  September 30,  2005.

The Company's                               Outside Directors Stock Option Plans (collectively        the    "Directors           Plans")        provide for the automatic   grant     of options   to purchase       up   to 45,000  shares      (less   39,000 options   which were                either canceled,  expired   or unissued)    of   Class Acommon         stock      over  a five year period  to members    of theBoard    of   Directors        who  are  not employees of the Company, atthe   fair  market   value    on  the  date  of grant. All options grantedunder the   Directors   Plans   become     fully  exercisable  on February 24, 2008.

Transactions involving                              the plans are summarized as follows:**Weighted Average ****Exercise ****Weighted Average ****Exercise ****Weighted Average ****Exercise ****2005 ****Price ****2004 ****Price ****2003 ****Price ****Option Shares ****Employee Plans: **Outstanding October                       1, 125,000$6.46129,900$6.58151,400$6.66  Granted ------ Canceled --(4,900)9.71(21,500)7.10Exercised       --      --       -Outstanding September                       30,(2005-$3.13 to $17.25per share) 125,0006.46125,0006.46129,9006.58Exercisable September                       30, 125,0006.46125,0006.46129,9006.58**Director Plans: **Outstanding October                       1, 45,000$8.4439,000$8.6242,000$9.73Granted 6,0006.456,0007.256,0003.67Canceled (6,000)16.13--(9,000)10.49Exercised        -      --      --Outstanding September                       30,(2005-$3.55 to $18.00per share) 45,0007.1545,0008.4439,0008.62Exercisable September                       30, 33,0007.5233,3339.5228,00010.61

The following is asummary of the range of exercise prices for stock options outstanding and                              exercisable under the Employee Plans and the Directors          Plans      at   September          30, 2005.                                                                                                                              **Employee Plans****Outstanding**** Stock****Options****Exercisable****Weighted****Average****Exercise Price****Weighted****Average****Remaining****Life**Range of exercisePrices:$3.13 - 5.0080,150$3.786.8$7.13 - 10.7537,900$9.453.0$17.256,950$17.251.0125,000$6.46

| **Directors Plans**      | **Outstanding****Stock****Options** | **Weighted****Average****Exercise Price** | **Weighted****Average****Remaining****Life** | **Number of****Stock****Options****Exercisable** | **Weighted****Average****Exercise****Price** |
|--------------------------|-------------------------------------|-------------------------------------------|----------------------------------------------|--------------------------------------------------|----------------------------------------------|
|                          |
| Range of exerciseprices: |                                     |                                           |                                              |                                                  |                                              |
| $3.55 - 4.25             | 16,000                              | $3.81                                     | 6.9                                          | 14,000                                           | $3.83                                        |
| $6.45 - 8.50             | 23,000                              | $7.46                                     | 4.7                                          | 13,000                                           | $7.99                                        |
| $12.25 - 18.00           | 6,000                               | $15.13                                    | 2.0                                          | 6,000                                            | $15.13                                       |
|                          |                                     |                                           |                                              |                                                  |                                              |
|                          | 45,000                              | $7.15                                     |                                              | 33,000                                           | $7.52                                        |

In   December 2002,                            the Financial Accounting Standards Board issued    SFAS     No.    148,   Accounting           for Stock-Based Compensation   - Transition       and  Disclosure.   This statement          is intended   to encourage more     companies    to adopt   the fair value method    of   accounting and   amends  the disclosure    requirements   of SFAS No. 123,  Accounting for   Stock-Based    Compensation     to require  more  prominent    disclosure       in both annual    and interim   financial statements.   For companies       that follow     the  "disclosure   only" provisions  of SFAS   123, the   new rules    were  effective      in the  first calendar quarter  of  2003.

The Company has adopted                              the disclosure only provisions of SFAS 123,which      allows       a  company        to   continue    to measure compensation    costs  for  those     plans  using   the    intrinsic   value-based method   of  accounting   prescribed      by APB  Opinion    No. 25, Accounting   for Stock    Issued   to Employees.      The Company  has elected   tofollow    APB Opinion   No.   25   and related    interpretations    in accounting      for its stock options    for both  employees    and non-employeeDirectors.     Compensation   costs   for stock  based awards    is measuredby the   excess,   if any, of the fair    market value price at  the  grantdate of the  underlying   stock over the   amount  the individual is required to pay for exercising    the stock based   award. Compensation    cost for fixed  based awards are   measured      at  the grant date, and the Company    uses  the Black-Scholes    option pricing       model to determine  the fair value   estimates   for   disclosure  purposes.       The Black-Scholes option  pricing  model  requires    the use of subjective      assumptions which can materially   affect the    fair value  estimates.  As  a  result, management  believes that  the Black-Scholes      model may not  necessarily    provide a reliable single  measure  of the    fair value  of the Company's stock   options. The following  weighted-average      assumptions  were used in the option   pricing  model for  2005, 2004  and   2003  respectively:    a risk free interest   rate  of 4.9%, 4.0% and 3.0%; anexpected  life  of 8, 6 and 6 years; an expected dividend yield  of 0.0%, 0.0% and 0.0%; and a volatility    factor of .41, .44 and .60. The adoption of this statement                 did not affect    the Company's results of operations, financial         position        or liquidity. Had    compensation cost for fixedprice      stock   options    granted    in 2005, 2004 and    2003 been determined    consistent     with FAS   123,  pro  forma  net income (loss)    andearnings     (loss) per    share would   have been  as follows:**2005****2004****2003**Net Income (Loss) - as reported$(1,573,772)$659,770$(1,773,198)Deduct: Total stock                       based employee and Director   compensation expense      determined           under      fair   valuebased   method for all awards,   net of related        tax    effects11,74710,5179,340- pro forma $(1,585,519)$649,253$(1,782,538)Basic Income (Loss)                       per share- as reported$(1.30)$.54$(1.45)Diluted Income (Loss)                       per share- as reported$(1.30)$.53$(1.45)Basic Income (Loss)                      per share - pro forma $(1.31)$.53$(1.46)Diluted Income (Loss)                      per share- pro forma $(1.31)$.52$(1.46)

The effects               of applying FAS No. 123 in this pro forma disclosure are not  necessarily            indicative of future amounts.

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

Unissuedshares of Class A common stock (624,866 shares  in 2005  and 2004) are reservedfor the share-for-share conversion  rights of the Class B common stock andstock options under the Employee Plans  and the Directors Plans (see note6). The Class A shares have one vote per  share and the Class B shares havethree votes per share, except under certain  circumstances such   as voting on voluntary liquidation, sale of  substantially all theassets,        etc. Dividends up to $.10 per year,  noncumulative,  mustbe   paid on Class      A shares before any dividends  are paid on Class B shares.

During June                             2004, the Company purchased and retired   2,296   Class      A  shares     from     two    retired    employees for $5.75,  the  closing      price  of the    shares  on   the date   of purchase.In  addition, the   Company   purchased     shares  in conjunction with atender  offer (see note  13).

**8. INCOME TAXES**

A reconciliation ofthe recovery of income taxes to the statutory Federal income tax rate isas follows:**2005****2004****2003**Income (Loss) Before                       Provision for Income        Taxes $(2,486,072)$842,870$(1,205,656)Statutory rate 34%34%34%(845,264)286,576(409,923)Surtax Savings ---State and local taxes                        - net ---Permanent differences 9,80010,70010,800Research and development                        credit - net (103,800)(101,200)(62,300)Expirationof contribution                  carryforward49,000--Other (22,036)(12,976)(9,577)$(912,300)$183,100$(471,000)                                                              Deferred tax asset                              (liabilities) consist of the following:

**2005****2004****Current: **Inventories $144,500$42,300Bad debts17,0003,400Unrealized gains onshort-term investments(112,000)(17,000)Accrued liabilities 92,60098,400Prepaid expense (14,000)(11,100)Net operating loss carryforward754,500-Total current deferredincome taxes882,600116,000**Noncurrent: **Depreciation and amortization 266,300287,000Research and development                      and other credit         carryforwards 1,082,800920,700Net operating loss                       carryforward-72,600Contribution carryforward 52,60095,700Total long-term deferred   income taxes1,401,7001,376,000**   Total **$2,284,300$1,492,000

The Company       has available a net operating loss   carryforward of approximately    $2,300,000         and a contribution carryforward   of approximately$155,000.     The net  operating       loss and research and development   credit carryforwards    will     begin to   expire in 2019.

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

**9. EARNINGS PER COMMON SHARE**

The following table                              sets forth the computation of basic and diluted    earnings         per    share.**2005****2004****2003****Basic Income (Loss)                         Per Share **Income (Loss) available                       to common stockholders $(1,573,772)$659,770$(1,773,198)Shares denominator 1,211,6291,218,9131,219,750Per share amount $(1.30)$.54$(1.45)**Effect of Dilutive                          Securities **Average shares outstanding 1,211,6291,218,9131,219,750Stock options -31,506-1,211,6291,250,4191,219,750**Diluted Income (Loss)                         Per Share **Income (Loss) available                       to common stockholders $(1,573,772)$659,770$(1,773,198)Per share amount $(1.30)$.53$(1.45)

**10. EMPLOYEE BENEFIT PLANS**

The Company                               has a formula based profit sharing bonus plan   for    officers         and    key    employees.       Due to losses in fiscal  2005 and 2003, no bonus amounts were incurred from this formula.   In  addition    the Board of Directors   approved      an   additional  bonus plan for     fiscal  2004. The bonus   distribution     was determined   by the  Compensation     Committee     of the  Board of Directors.   For fiscal  year ended   September  30, 2004, bonus      expense amounted     to   approximately  $384,000.

The   Company    hasa 401(k) Savings and Retirement Plan covering       all full-time   employees.                    Company contributions to the plan, including       matching      of   employee          contributions,    are at the Company's discretion.            For fiscal    years    ended   September 30, 2005,    2004 and 2003,     the   Company       made no  matching  contributions   to the plan. The     Company   does not  provide      any other  post retirement benefits   to  its employees.

The Company                               has a deferred compensation plan which permits    selected         management           and    highly  compensated employees    to make tax    deferred    contributions         in  the  form  of salary     reductions  instead   of, or   in addition to,   contributions   made  by  them under  the   401(k)  Savings  and Retirement   Plan. Forfiscal        years  ended  September    30, 2005,  2004 and 2003, approximately    $7,500,     $12,000  and  $9,600     respectively,   were allocated by the participants    to   this plan  and    is included  in "Accrued  Payroll and Related Expenses."    Management elected            not to amend the deferred compensation   plan  to comply withrecent     tax    law   changes, therefore, no additional   deferred contributions    have  been    added   to the plan after December  31, 2004. 

**11. GOODWILL**

In connection                               with the adoption of the Financial Accounting   Standards          Board      SFAS     No.    142,  "Goodwill and Other Intangible  Assets",         the Company      discontinued      the   amortization  of  goodwill  as   of   October 1, 2002.     In lieu of amortization,       this standard     requires   that goodwill    be tested for impairment  as    of   the  date    of adoption    and at least annually    thereafter.  The  initial    impairment         test  indicated that  the carrying  values  of the reporting   units     exceeded    the corresponding fair values    due to prior year losses.     The fair values   were determined by an asset      approach. The implied   fair   value of goodwill   in these reporting  units    was  then determined   through   the allocation of the  fair values  to the   underlying  asset and  liability   classes. The October 1,  2002  carrying  value of the goodwill    in these reporting   unitsexceeded  its   implied fair  value by $1,574,542.   The  $1,038,542 represents  an  entire  write-off  of  the Company's goodwill   as of  October 1, 2002,net    of $536,000 of related   tax benefits, and  has been reported  asthe effect     of a change   in accounting   principle  in the accompanyingfinancial   statements.

**12. SEGMENT AND RELATED INFORMATION**

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

The Company's                               four business units have a common management  team     and    infrastructure.                The    indicators and gauges  unit   has  different    technologies   and    customers         than the  other   business  units.   Therefore, the  business    units have been     aggregated     into  two reportable  segments:  1.) indicators   and gauges   and    2.) automotive     related  diagnostic  tools andequipment.     The Company's       management      evaluates    segmentperformance based primarily     on operating    earnings before     taxes. Non-operating  items such as   interest   income  and   interest  expense  are included   in general  corporate    expenses.   Depreciation    expenseon assets   used in manufacturing   are  considered    part of each   segment's  operating   performance.   Depreciation      expense    on non-manufacturing    assets     are included in general   corporate  expenses.

*Indicators                               and Gauges*

This segment                               consists of products manufactured and soldprimarily          to   companies          in   the    aircraft and locomotiveindustry.      Within     the  aircraft  market,        the  primary    customersare   those   companies     that  manufacture  or service        business and  pleasure     aircraft.   Within   the locomotive  market, indicators       and gauges    are sold to    both  original equipment  manufacturersand   to   operators     of railroad      equipment.

*Automotive                               Diagnostic Tools and Equipment*

This segment consists                              primarily of products designed and manufactured    to   support        the    testing        or   servicing of automotive systems      using electronic        means    to measure     vehicle parameters.     These products are  sold     to OEM's   and to the aftermarket     using         several brand names  and    a variety of  distributionmethods. Included        in   this   segment  are  products   used for  staterequired testing    of vehicle    emissions.       Also included   in this segment are fastening     control products    used   primarily      bylarge manufacturers  to  monitor   and control the "nut     running process"    (the  controlled tightening     of threaded fasteners)   in   assemblyplants.   This   equipment  provides   high    quality joint  control and  documentation.

*Information                               by industry segment is set forth below:***Years Ended September                  30, ****2005****2004****2003****Net Sales **  Indicators and Gauges  $1,875,286 $1,638,952 $1,428,575Automotive Diagnostic                       Tools and Equipment 7,795,40814,082,0869,609,371 $9,670,694 $15,721,038 $11,037,946**Income (Loss) Before                  Provision for Income Taxes **Indicators and Gauges  $(4,735) $328,547 $31,044Automotive Diagnostic                        Tools and Equipment (1,089,842)2,490,391285,569General Corporate                        Expenses (1,391,495)(1,976,068)(1,522,269) $(2,486,072) $842,870 $(1,205,656)

*Asset Information                              :***Years Ended September                  30, ****2005****2004****Identifiable Assets ** Indicators and Gauges  $742,380 $817,488Automotive Diagnostic                       Tools and Equipment 3,960,6034,482,489Corporate5,669,7066,414,788 $10,372,689 $11,714,765

As discussed                               in note 11, the amortization of goodwill was  discontinued             at   the    beginning         of fiscal 2003 with  the adoption  of   SFAS     No.   142. Goodwill    impairment            recognized    in the first quarter        of fiscal 2003 amounted       to $55,556  for    the indicators    and  gauges      segment and$1,518,986        for    the automotive   diagnostic   tools  and     equipmentsegment.      

*Geographical                               Information :*

Includedin the consolidated financial statements are the following amounts relatedto geographic locations:**Years Ended September                  30, ****2005****2004****2003****Revenue: **United States of America $9,348,925$15,317,947$10,536,829Canada 245,988240,735263,934Other foreign countries 75,781162,356237,183$9,670,694$15,721,038$11,037,946

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

**13. TENDER OFFER**

On August                               11, 2004, the Company filed a Schedule         13E-3with the Securities and Exchange Commission in connection with a TenderOffer to purchase for   cash all  Class      A common shares, $1 par value,held by holders of 99   or fewer shares as   of  the close of business onAugust 2, 2004. The purpose of the tender offer was generally to reduce thenumber of shareholders of record to fewer than 300 to allow the Company toterminate its reporting obligations under the Securities Exchange Act of1934. The Company paid $10 per   Class  A common share properly tenderedby eligible   shareholders.   The offer expired on December 15, 2004.

The Board of Directors    and management pursued this offer                                                   under the belief thatthe    Company        derives           little       benefit        from    the       status       of being a  public       company.  In   addition,  the        costs  associated           with certain         provisions   of the    Sarbanes-Oxley          Act,    which   are   required    to  be in   place      in fiscal    2006 and 2007  become                         even more significant  given   our   size  and  the    relative           benefits      we    can derive from being  public.       Although                                  well intended,        Sarbanes-Oxley compliance           could      mean     significant      increases       for the Company     in  annual  accounting,        legal and   insurance   costs for    remaining  public  and    could         significantly            affect the    size  of the  Board  of Directors     and    the    time management          will be able to    devote   to operating     the   business. 

**14. QUARTERLY DATA (UNAUDITED)** 

**First****Second****Third****Fourth****Net Sales **2005 $2,064,891$2,842,081$2,761,122$2,002,6002004 3,570,4095,871,6433,788,5282,490,4582003 2,447,9482,913,7562,887,6562,788,586**Gross Profit **2005 717,0761,258,8851,115,843545,4602004 1,722,2792,868,6911,880,3961,200,1772003 911,6411,347,8801,324,7521,341,871**Income (Loss) before                         cumulative effect  of change in accounting     principle**2005(483,758)(255,610)(342,537)(491,867)2004172,010451,37887,877(51,495)2003(357,488)(122,720)(153,753)(100,695)**Net Income (Loss) **2005 (483,758)(255,610)(342,537)(491,867)2004 172,010451,37887,877(51,495)2003 (1)(1,396,030)(122,720)(153,753)(100,695)**Income (Loss) per                         Common Share before cumulativeeffect of change     in   accounting           principle****Basic**2005(.40)(.21)(.28)(.41)2004.14.37.07(.04)2003(.29)(.10)(.13)(.08)**Diluted**2005(.40)(.21)(.28)(.41)2004.14.36.07(.04)2003(.29)(.10)(.13)(.08)**Net Income (Loss)                        per Common Share ****Basic **2005 (.40)(.21)(.28)(.41)2004 .14.37.07(.04)2003 (1.14)(.10)(.13)(.08)**Diluted **2005 (.40)(.21)(.28)(.41)2004 .14.36.07(.04)2003 (1.14)(.10)(.13)(.08)(1) The first quarter                  2003 includes a $1,038,542             charge from a change    in accounting   for    goodwill,        net    of   tax    of  $536,000.

****

**SELECTED FINANCIAL   DATA**

**
**FOR                               THE YEARS ENDED SEPTEMBER 30**
**
|                                                    | **2005**                                                  | **2004** | **2003** | **2002** | **2001** |
|----------------------------------------------------|-----------------------------------------------------------|----------|----------|----------|----------|
|                                                    |                                                           |
|                                                    | (In Thousands of Dollars, except per share amounts)  |
|                                                    |                                                           |          |          |          |          |
| Net Sales                                     | $                                                    | 9,671    | $   | 15,721   | $   | 11,038 | $  | 12,392 | $  | 15,261 |
|                                                    |                                                           |          |          |          |          |
| Net Income (Loss)                             | $                                                    | (1,574)  | $   | 660      | $   | (1,773) | $  | 244 | $  | (662) |
|                                                    |                                                           |          |          |          |          |
| Working Capital                               | $                                                    | 6,127    | $   | 7,654    | $   | 6,611 | $  | 7,720 | $  | 7,096 |
|                                                    |                                                           |          |          |          |          |
| Total Assets                                  | $                                                    | 10,373   | $   | 11,715   | $   | 10,380 | $  | 12,303 | $  | 12,178 |
|                                                    |                                                           |          |          |          |          |
| Long-term Debt                                | $                                                    | -0-      | $   | -0-      | $   | -0- | $  | -0- | $  | 9 |
|                                                    |                                                           |          |          |          |          |
| Total Stockholders'                  Equity   | $                                                    | 8,565    | $   | 10,106   | $   | 9,458 | $  | 11,231 | $  | 10,986 |
|                                                    |                                                           |          |          |          |          |
| Net Income (Loss)                  Per Share  | $                                                    | (1.30)   | $   | .54      | $   | (1.45) | $  | .20 | $  | (.54) |
|                                                    |                                                           |          |          |          |          |
| Dividends Declared                            |                                                           |          |          |          |          |
|                                                    |                                                           |          |          |          |          |
| Per Share:                                    |                                                           |          |          |          |          |
|                                                    |                                                           |          |          |          |          |
| Class A                                       | $                                                    | .10      | $   | -0-      | $   | -0- | $  | -0- | $  | -0- |
|                                                    |                                                           |          |          |          |          |
| Class B                                       | $                                                    | .10      | $   | -0-      | $   | -0- | $  | -0- | $  | -0- |
|                                                    |                                                           |          |          |          |          |
| Stockholders' Equity                          |                                                           |          |          |          |          |
|                                                    |                                                           |          |          |          |          |
| Per Share:                                    | $                                                    | 7.07     | $   | 8.30     | $   | 7.75 | $  | 9.21 | $  | 9.01 |
|                                                    |                                                           |          |          |          |          |
| Return on Sales                               | (16.3%)                                                   | 4.2%     | (16.1%)  | 2.0%     | (4.3%)   |
|                                                    |                                                           |          |          |          |          |
| Return on Assets                              | (14.3%)                                                   | 6.0%     | (15.6%)  | 2.0%     | (5.4%)   |
|                                                    |                                                           |          |          |          |          |
| Return on Equity                              | (16.9%)                                                   | 6.7%     | (17.1%)  | 2.2%     | (6.0%)   |
|                                                    |                                                           |          |          |          |          |
| Closing Stock Price                           | $                                                    | 4.80     | $   | 5.30     | $   | 4.10 | $  | 4.71 | $  | 2.50 |
|                                                    |                                                           |          |          |          |          |

**ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING                              AND FINANCIAL DISCLOSURE**

Not Applicable.                                                              **ITEM 8A. CONTROLS                            AND PROCEDURES**

As of September 30,                              2005, an evaluation was performed, under the supervision            and    with     the    participation    of the Company's management,       including       the  Company's     Chief    Executive Officer    along    with   the Company's       Senior Vice  President,  Finance  and    Chief    Financial   Officer,    of   the effectiveness    of thedesign and   operation       of   the Company's   disclosure      controls  and procedures.  Based      upon  that  evaluation,    the Company'smanagement,      including  the    Chief   Executive Officer    along withthe  Company's Senior Vice    President,      Finance  and  Chief   FinancialOfficer,    concluded that  the   Company's    disclosure    controlsand procedures were  effective   as of September      30, 2005 in ensuring    that  information required   to be disclosed   by  the Company in thereports    it  files and submits  under the Exchange   Act   is recorded,processed,  summarized       and reported,   within the   time periods  specified in  the Commission's  rules     and  forms. There   have beenno  significant   changes in the Company's  internal      controls   overfinancial  reporting   or  in other factors which  could  significantly     affect internal  controls   over  financial reporting  subsequent  to  the date      the Company  carried   out its evaluation.

**ITEM 8B.****OTHERINFORMATION**

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**
**PART III**
**

**ITEM                              9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERSAND    CONTROL        PERSONS;         COMPLIANCE         WITH SECTION 16(a)OF   THE EXCHANGE     ACT**

The information                               required by this Item 9as to the Directors of the Company is incorporated                              herein by reference to the information set forth     under      the    caption        "Information       Concerning Nominees   for  Directors"      in  the  Company's     definitive   Proxy  Statement       for the Annual    Meeting    of  Shareholders    to be held on   February     22, 2006,   since     such Proxy    Statement  will be   filed withthe     Securities  and Exchange      Commission     not later  than 120  days   after the end of the Company's     fiscal   year    pursuant  to Regulation      14A. Information required  by   this Item  9 as to the Executive                       Officers of the Company is   included in Part I ofthis     Annual     Report       on   Form  10-KSB.

The following is alist of the executive officers of the Company as of September 30, 2005. Theexecutive officers are elected each year and serve at the pleasure of theBoard of Directors. Mr. Robert Bauman was elected Chairman by the Board ofDirectors in July 1993 and served as chairman until May 2001. He has been                              President since 1991 and Chief Executive Officer     since      1993.      For    at   least      five years prior to 1991 he   held the   office   of  Vice    President.       The Board     of Directors    elected  Mr. Gregory   Zoloty   Senior   Vice President       of Finance      and Chief  Financial  Officer in  February   2004. Mr. Zoloty    was   Vice President     of Finance  and Chief  Financial   Officer since May   2001.  Mr. Zoloty  was Vice    President of  Accounting   and Chief Accounting      Officer  since  1994. He joined    the  Company in 1986.  Mr. Thomas Bauman    was elected   Senior Vice President    of Sales and Marketingby the Board    of Directors   in February 2004. Mr.   Thomas    Bauman waselected  Vice   President   of  Sales  and Marketing by   the Board ofDirectors in May    1999. He joined    the Company  in April  1998. In 1996and 1997  he was   President  and CEO  of   C&K Manufacturing.   Mr.Robert Bauman and Mr.  Thomas Bauman  are  brothers. Mr. Bruner was electedSenior Vice President of Manufacturing by the Board of Directors in February2004. Mr. Bruner was elected Vice President of Manufacturing in August 1993. He joined the Company in January 1974.                                                                 **OFFICE ****OFFICER ****AGE **President and Chief                       Executive Officer Robert L. Bauman 65 Senior Vice President,                       Finance and Chief        Financial Officer Gregory M. Zoloty 53 Senior Vice President,                       Sales and Marketing Thomas F. Bauman 62 Senior  VicePresident, Manufacturing    William A. Bruner63

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

The Company has             historically                  operated under informal ethical guidelines,      under which  the       Company's          principal executive, financial,      and accounting officers,        are held     accountable.     In accordance      with these guidelines,  the    Company  has always     promoted honest,       ethical and lawful conduct   throughout    the organization      and   has adopted   a written Code   of Ethics for the Chief Executive      Officer and Chief Financial Officer.In addition, the Company adopted and the Board of Directors approved a written  Code of BusinessConduct for all officers and employees. The Company also implemented a systemto address the "Whistle Blower" provision of the Sarbanes-Oxley Act of 2002.

**ITEM 10. EXECUTIVE COMPENSATION**

The information                               required by this Item 10 is incorporated by reference          to   the    information            set forth under the caption "Executive          Compensation"       in the Company'sdefinitive      Proxy Statement         for the Annual   Meeting    of Shareholders   to   be held on February           22, 2006, since   such Proxy    Statement will be   filed   with  the    Securities   and  Exchange   Commission  not later than 120  days  after      the end of  the Company's     fiscal year    pursuant to Regulation    14A.

**ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT                              AND RELATED STOCKHOLDER MATTERS**

Equity                               Compensation Plan Information

The following table                              provides information as of September 30, 2005  with     respect        to   compensation            plans (including individual     compensation      arrangements)       under which     Common       Stock    of the Company  is   authorized for issuance      under compensation   plans      previously     approved and not previously     approved by shareholders        of the   Company.(a) (b) (c) Plan category Number of securities                       to be issued upon exercise  of outstanding      options,     warrants         and    rights Weighted average exercise price of outstanding options, warrants       and rights Number of securities                       remaining available  for future issuance under      equity       compensation             plans    (excluding securities reflected in column      (a)) 

________________________________________________________________________________Equity compensation                       plans approved by security        holders 158,000 $6.68 56,200 Equity compensation                       plans not approved by        security holders    -   -    -                                                                                                                                 Total            158,000           56,200

Other information                              required by this Item 11 is incorporatedby reference to the information set forth under the captions "Principal Shareholders"                              and "Share Ownership of Directors and Officers"    in   the    Company's          definitive         Proxy Statement forthe    Annual   Meeting    of Shareholders          to be held on   February    22, 2006,   since such    Proxy Statement  will     be   filed with the   Securities  and   Exchange    Commission not later  than     120  daysafter    the end  of the Company's       fiscal year pursuant  to Regulation     14A.

**ITEM 12. CERTAIN RELATIONSHIPS                              AND RELATED TRANSACTIONS**

The information                    required by this Item 12 is incorporated            by reference  to the    information            set forth under the    caption        "Transactions  with Management"    in the    Company's        definitive      Proxy  Statement  for the Annual Meeting     of Shareholdersto    be     held  on  February  22, 2006, since such Proxy     Statement   will be   filed      with   the  Securities  and Exchange Commission   not  later than 120    days after     the   end of the Company's  fiscalyear     pursuant to Regulation       14A.

****

**ITEM 13. EXHIBITS**

(a) (1)  FINANCIAL                             STATEMENTS

The following Consolidated                              Financial Statements of the Registrant and its   subsidiaries             are    included         in Part II, Item 7:**PAGE **Report of Independent               Registered Public Accounting         FirmF-1Consolidated Balance                      Sheet - As of September         30, 2005 and 2004F-2Consolidated Statement                      of Income - Years Ended         September 30, 2005,2004  and 2003F-4Consolidated Statement                      of Stockholders' Equity         and Comprehensive Income  - Years    Ended September 30, 2005, 2004      and      2003F-5Consolidated Statement                      of Cash Flows - Years         Ended September 30, 2005,  2004 and    2003F-6Notes to Consolidated                      Financial StatementsF-8

(a) (2)  FINANCIAL                             STATEMENT SCHEDULES

The following                               Consolidated Financial Statement Schedulesof   the    Registrant           and    its    subsidiaries     are included in  Item 13hereof.

SEQUENTIAL PAGE                                                               Report of Independent               Registered Public Accounting         Firm as to Schedules Schedule VIII-Valuation                      and Qualifying Accounts Schedule IX-Short-term                      Borrowings 

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

(a) (3)  EXHIBITS

Reference                               is made to the Exhibit Index set forth herein.

**ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**

The information                               required by this Item 14 is incorporated by reference          to   the    information            set forth under the caption "Independent          Public    Accountants"   in  the  Company's        definitive Proxy    Statement      for  the  Annual Meeting   of Shareholders  to   be   held     on February     22, 2006,   since suchProxy  Statement  will be filed    with   the Securities        and Exchange  Commission  not later than 120  days after   the   end   of   the Company's fiscal  year pursuant  to Regulation  14A.

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**
**SIGNATURES**
**

Pursuant to the requirements                              of Section 13 or 15(d) of the Securities Exchange      Act    of   1934,      the    Registrant       has duly caused thisreport      to be   signed   on its    behalf    by  the undersigned,  thereunto      duly authorized     at Cleveland,    Ohio  this 21st dayof December,        2005.                                                               HICKOK INCORPORATED                                                                                                                                    
By:                              /s/ Robert L. Bauman Robert    L. Bauman President     and                   Chief Executive Officer 

Pursuantto the requirements of the Securities Exchange Act of 1934, this report has                              been signed below by the following persons on  behalf       of   the    Registrant           and   in the capacities indicated  and    on   the 21st day   of December,    2005:        

| **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  | Senior Vice President                       and Chief Financial  |
| Gregory M. Zoloty      | Officer                                                               |
|                             | (Principal Financial                       and Accounting Officer)    |
|                             |                                                                       |
| /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         |                                                                       |
|                             |                                                                       |
|                             |                                                                       |
| /s/ Hugh S. Seaholm         | Director                                                              |
| Hugh S. Seaholm             |                                                                       |

----

----

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

| 3(a)       | Articles of Incorporation                       and Code of Regulations.*                                                                                                                                                                                                                                                                                                   |  |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 3(b)       | Amendment to Articles                       of Incorporation (incorporated  herein by      reference     to   the    Company's          Annual Report  on Form 10-K for the fiscal    year      ended    September   30,    1995,    File No. 0-147).                                                                                                                       |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 10(a)(i)        | Loan   Agreement,   dated              as of    February 18, 2005,    by and between  the Company   and Huntington       National          Bank  (incorporated  herein  byreference   to the appropriate      exhibit    to   the    Company's  Quarterly  Report   on Form 10-QSB for the quarterly     period  ended   March  31,2005) effective   through September 29, 2005. |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 10(a)(ii)  | Loan      Agreement,     dated              as of September 30,  2005, by and between   the   Company     and Huntington       National     Bank (incorporated herein   by  reference     to the appropriate  exhibit to  the    Company's Annual   Report  on   Form 10-KSB for the fiscal     period  ended September 30, 2005).                                          |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 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).                                                                          |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 10(g)           | Hickok Incorporated                     2003 Outside Directors Stock Option Plan (incorporated       herein       by   reference    to the appropriate    exhibit to the Company's     Registration            Statement  on  Form S-8   as filedwith the Commission     on June 9,  2005).                                                                                      |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 11              | Computation of Net                       Income Per Common Share.                                                                                                                                                                                                                                                                                                           |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 14              | Hickok Incorporated Financial   Code of Ethics for the Chief Executive Officer and Specified FinancialOfficers.                                                                                                                                                                                                                                                                  |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 21              | Subsidiaries of the                       Registrant.                                                                                                                                                                                                                                                                                                                       |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 23              | Consent of Independent  Registered                      Public Accounting Firm.                                                                                                                                                                                                                                                                                             |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 31.1            | Certification by the Chief Executive Officer pursuant to Section        302 (a) of the Sarbanes-Oxley                       Act of 2002.                                                                                                                                                                                                                                         |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 31.2            | Certification by the Chief Financial Officer pursuant to Section        302 (a) of the Sarbanes-Oxley                       Act of 2002.                                                                                                                                                                                                                                         |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 32.1            | Certification by the Chief Executive Officer pursuant to 18 U.S.C.        Section 1350, as adopted                       pursuant to Section 906  of the Sarbanes-Oxley   Act   of   2002.                                                                                                                                                                                       |  |
|                 |                                                                                                                                                                                                                                                                                                                                                                                  |  |
| 32.2            | Certification by the Chief Financial Officer pursuant to 18 U.S.C.        Section 1350, as adopted                       pursuant to Section 906  of the Sarbanes-Oxley   Act   of   2002.                                                                                                                                                                                       |  |

*Reference      is                 made to the Company's basic documents filed as Exhibits3(a)     and    3(b)         to the Company's Registration Statement on FormS-1,    dated  September      1,    1959,   as supplemented by Amendments1 and  2  thereto,  dated respectively             October   15, 1959, andOctober   19, 1959 (the  October 15, 1959  amendment          containing  an Amendment    to Articles  of Incorporation,  dated September29,  1959) and  such   exhibits are  hereby incorporated  by reference herein.

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**
**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS TO CONSOLIDATEDSCHEDULES**
**

To the Shareholders                               and Board of DirectorsHickok     IncorporatedCleveland,Ohio

We have audited                               the consolidated financial statements of HICKOK     INCORPORATED             (the     "Company")        as of September30,    2005  and 2004, and    for    each    of the    years in the three-year period   ended September   30,  2005,    and have   issued   our reportthereon     dated    November   23, 2005; such    consolidated    financial   statements     and report   are     included in Part II, Item 7of this Form 10-KSB. Our audits also included the                              consolidated financial statement schedules ("schedules")             of   the    Company        listedin     item     13.   These   schedules    are  the    responsibility    ofthe    Company's     management.    Our  responsibility     is to  express an  opinion    based     on our audits.    In our  opinion, such  schedules,      when  considered     in relation   to   the basic  financial statements   taken   as   a whole,     present  fairly in   all   material  respects the information     set forth      therein.                                                                                                                              

/s/ Meaden                               & Moore, Ltd.

MEADEN &                               MOORE, Ltd.Certified      Public                 Accountants                                                               

November23, 2005Cleveland,Ohio

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```
                                                 HICKOK INCORPORATED                                  SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS           Col. A                    Col. B                   Col.C                    Col. D          Col. E-----------------------             ----------   -------------------------------     -----------    ------------                                                           Additions                                                 -------------------------------                                    Balance at     Charged to        Charged to                        Balance                                    Beginning      Costs and           Other                           at End    Description                     of Period       Expenses          Accounts        Deductions      of Period-----------------------------       ----------    ------------     -------------      -----------    ------------Deducted from Asset Accounts:                                                  Year Ended September 30, 2003                                                  ------------------------------ Reserve for doubtful accounts       $  46,000    $ 132,484  (1)     $ 14,211 (2)     $  68,695 (3)     $ 124,000 Reserve for inventory obsolescence  $  31,500    $ 361,506          $      -         $ 315,006 (4)     $  78,000                                                  Year Ended September 30, 2004                                                  ------------------------------ Reserve for doubtful accounts       $ 124,000    $ (39,585) (1)     $  9,733 (2)     $  84,148 (3)     $  10,000 Reserve for inventory obsolescence  $  78,000    $ 196,807          $      -         $ 168,807 (4)     $ 106,000                                                  Year Ended September 30, 2005                                                  ------------------------------ Reserve for doubtful accounts       $  10,000    $  42,467  (1)     $     94 (2)     $   2,561 (3)     $  50,000 Reserve for inventory obsolescence  $ 106,000    $ 389,990          $      -         $  70,990 (4)     $ 425,000(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.
```

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```
                                              HICKOK INCORPORATED                                         SCHEDULE IX - SHORT-TERM BORROWINGS        Col. A                      Col. B       Col. C        Col. D            Col. E              Col. F       --------                   ----------   ---------   ---------------   --------------   --------------------                                                Weighted    Maximum Amount   Average Amount    Weighted Average                                  Balance at    Average      Outstanding      Outstanding       Interest RateCategory of Aggregate               End of      Interest     During the        During the        During theShort-term Borrowings               Period        Rate          Period           Period (2)       Period (3)------------------------          ----------   ---------   ---------------   --------------   --------------------                                          Year Ended September 30, 2003                                          -----------------------------   Note Payable to Bank (1)       $      -          -%       $        -        $       -                 -%                                          Year Ended September 30, 2004                                          -----------------------------     Note Payable to Bank (1)       $      -          -%       $        -        $       -                 -%                                          Year Ended September 30, 2005                                          -----------------------------   Note Payable to Bank (1)       $800,000       6.75%       $  800,000        $ 341,667              6.18%(1) Note payable to bank represents borrowings under a revolving credit facility which expires February 28, 2006.(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.
```