**SECURITIESAND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM10-K

[X] ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACTOF 1934

For thefiscal year ended September 30, 2002

OR

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

For thetransition period from Not Applicable to Not Applicable

Commissionfile number: 0-147

**HICKOK INCORPORATED**

(Exactname of registrant as specified in its charter)

**
**Ohio**

**34-0288470**

(State 				or other jurisdiction of incorporation or organization)

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

**10514 				Dupont Avenue, Cleveland, Ohio**

**44108**

(Address 				of principal executive offices)

(Zip 				Code)
**

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

Securitiesregistered pursuant to

Section12(b) of the Act:NONESecurities registeredpursuant to Section 12(g) of the Act:

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

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

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K is not contained herein, and will not be contained, to the best of Registrant'sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.**[X]**

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

As of December 16,2002, the Registrant had 764,884 voting shares of Class A Common Stock outstandingand 454,866 voting shares of Class B Common Stock outstanding. As of suchdate, non-affiliates held 709,553 shares of Class A Common Stock and 233,098shares of Class B Common Stock. As of December 13, 2002, based on the closingprice of $4.57 per Class A Common Share on the Nasdaq Small Cap Market, theaggregate market value of the Class A Common Stock held by such non-affiliateswas approximately $3,242,657. There is no trading market in the shares ofClass B Common Stock.

Documents Incorporated by Reference:

| **PART 			OF FORM 10-K**             | **DOCUMENT 			INCORPORATEDBY REFERENCE**                                                                                                                         |
|--------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Part 			III (Items 10, 11,12 and 13) | Portions 			of the Registrant'sDefinitive Proxy Statement to be used in 			connection with its Annual Meetingof Shareholders to be held on 			February 19, 2003. |

Except as otherwise stated, the informationcontained in this Form 10-K is as of September 30, 2002.

Table 	of Contents

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

**PART		II**
ITEM 5.			MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER 			MATTERSITEM			6. SELECTED FINANCIAL DATAITEM 7. 			MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND 			RESULTSITEM 7A. QUANTITATIVE AND 			QUALITATIVE DISCLOSURESABOUT MARKET RISKF-1: 			INDEPENDENT AUDITORS' REPORTF-2: 			CONSOLIDATED BALANCE SHEETF-3: LIABILITIES 			AND STOCKHOLDERS' EQUITYF-4: 			CONSOLIDATED STATEMENT OF INCOMEF-5: 			CONSOLIDATED STATEMENT OF STOCKHOLDERS'EQUITYF-6: 			CONSOLIDATED STATEMENT OF CASH FLOWS

**NOTES		TO CONSOLIDATED FINANCIAL STATEMENTS**
1. 			NATURE OF OPERATIONS2. SUMMARY OF 			SIGNIFICANT ACCOUNTING POLICIES3. 			SHORT-TERM FINANCING4. LEASES5. 			STOCK OPTIONS6. CAPITAL STOCK, TREASURY 			STOCK, AND CONTRIBUTEDCAPITAL7. INCOME 			TAXES8. EARNINGS PER COMMON SHARE9. 			EMPLOYEE BENEFIT PLANS10. ACQUISITION11. RESTRUCTURING CHARGE12. 			SEGMENT AND RELATED INFORMATION13. 			QUARTERLY DATA (UNAUDITED)
ITEM 			9. DISAGREEMENTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE

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

**PART		IV.**
ITEM 			14. EXHIBITS, FINANCIAL STATEMENTSCHEDULES, AND REPORTS ON REPORT 			8-KSIGNATURESEXHIBIT 			INDEXREPORT OF INDEPENDENT AUDITORS AS TO 			CONSOLIDATEDSCHEDULESSCHEDULE VIII - 			VALUATION AND QUALIFYING ACCOUNTSSCHEDULE IX 			- SHORT-TERM BORROWINGS

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**PARTI**

**ITEM 1. DESCRIPTION OF BUSINESS**

General Developmentof Business

Hickok Incorporated wasorganized in 1915 as an Ohio corporation, and first offered its securitiesto the public in 1959. Except as otherwise stated, the terms "Company" or"Hickok" as used herein mean Hickok Incorporated and its two wholly-ownedsubsidiaries.

In February 1995 theshareholders approved a change in the Company'sname to Hickok Incorporated from The HickokElectrical Instrument Company. Hickok develops and manufactures productsused by companies in the transportation industry. Primary markets servedare automotive, aircraft, andlocomotivewith sales to both original equipment manufacturers (OEM's) and to the automotiveaftermarket.

Until the mid 1980'sHickok was known primarily for its ability to develop and manufacture electronicinstruments for electronic servicers, precision indicating instruments foraircraft, locomotive, and industrial applications, and electronic teachingsystems for vocational schools. For the past seventeen years the Companyhas used this expertise to develop and manufacture electronic diagnostictools and equipment used by automotive technicians in the automotive market.This is now the Company's largest business segment.

The Company has madethree acquisitions in the last nine fiscal years as part of a strategic programto expand both its customer base and its productlineutilizing its existing expertise. A new product family, primarily for theautomotivemarket, was added in February, 1994 when the Company acquired the fasteningsystems business from Allen-Bradley Company, Inc. The fastening systems businesswas fully integrated into Hickok's operations by June 1994. This businessprovides computerized equipment to control tools that tighten threaded fastenerson cars, trucks, and heavy equipment to enable high quality joint control.Until recently when other customers were added, General Motors was the primarycustomer for these systems.

In January 1996 the Company added new productsand customers within the indicating instrumentation area with the acquisitionof the Beacon Gage Division ofMaradyne Corporation. Beacon Gagemanufactures specialty pressure gauges for railroads and transit cars. Thegauge business was fully integrated intoHickok'soperations by May 1996.

In February 1998 theCompany added new products and customers withinthe automotive aftermarket with the acquisitionof Waekon Industries, a privately owned company in Kirkwood, Pennsylvania.Waekon manufactured avarietyof testing equipment used by automotive technicians. The Waekon name is usedby the Company as a trademark to market its products to technicians in theautomotive aftermarket. For cost reductionpurposes the Company closed its manufacturing facility in Kirkwood, Pennsylvaniain July 2000 and moved allproductionof Waekon products to the Company's manufacturing facility in Greenwood, Mississippi.The Company incurred a restructuring charge of $434,015which was recouped by accompanying cost reductionsby the end of fiscal 2001.

The Company's operationsare currently concentrated in the United States of America. Sales are primarilyto domestic customers although the Company also makes sales to internationalcustomers through domestically based distribution companies. The Companyestablished select market international service center arrangements duringfiscal 1995.

Operating SegmentInformation

The Company's operationsare combined into two reportable businesssegments: 1) indicators and gauges and 2) automotivediagnostic tools andequipment. Reference is made to "Segment andRelated Information" incorporated in the following financial statements.

Indicators and Gauges

For over seventy yearsthe Company has developed andmanufacturedprecision indicating instruments used in aircraft, locomotives and otherapplications. In recent years the Company has specialized in aircraft andlocomotive cockpit instruments. Within the aircraft market, instruments aresold primarilyto manufacturersof business and pleasure aircraft. Within the locomotive market, indicatorsare sold to both original equipment manufacturers and tooperators of railroad equipment. The Companyadded pressure gauges to its offerings to locomotive customers in 1996. Indicatorsand gauges representedapproximately15% of the Company's sales for fiscal 2002 and for fiscal 2001. A new groupingof products, DIGILOG Instruments, were certified with the FAA during fiscal2002. The DIGILOG instrument is a customizable indicator that is a combinationanalog/digital indicator for the aircraft market. It can be adapted to displaya wide variety of aircraft parameters. The Company expects these instrumentsto have broad appeal in the aircraft retrofit market, a new market for theCompany.

Automotive DiagnosticTools and Equipment

In the mid 1980's theCompany began to concentrate on designing and marketing instruments usedto diagnose automotive electronic systems. These products were initiallysold to Ford Motor Company butare now sold both to Ford and to the aftermarketusing jobbers,wholesalers and mobile distributors. The Company increased itsaftermarketbusiness with theacquisition, in February 1998, of Waekon Industries, a manufacturer of avariety of testing equipment used by automotive technicians. Leveraging onthis acquisition, the Company has designed and introduced a number of newproducts that increased product offerings in the Waekon product line significantly.The acquisition added new distribution resources and new products for theAmerican aftermarket market coverage. Additional distribution resources havebeen added since the acquisition and the Company now has full North Americanaftermarket market coverage. The aftermarket currently accounts for approximately53% of automotive diagnostic and specialty tool sales. In fiscal 2001 itrepresented approximately 39%. As a whole, automotive diagnostic tools andequipment represented approximately 85% of the Company's sales for fiscal2002 and for fiscal 2001.

Fastening control systemsare some of the automotive products sold bythe Company. The product category resultedfrom the acquisition of the fastening systemsbusiness from Allen-Bradley in February 1994.Fastening instrumentation is used to monitor and control pneumatic and electrictools that tighten threadedfastenersin order to provide high quality joint control and documentation. The equipmentand software,especially largenetworked systems, have historically been sold primarily to General Motors.With the introduction of products such as the pulse tool controland Windows based user station software theCompany has begun to expand itscustomer base to include tool distributorsand heavy equipment manufacturers. Recently single spindle air and pulsetool controls, first introduced in 1999, have become an important productgrouping that is expanding the Company's penetration into heavy equipmentmanufacturers.

New products are animportant part of the marketing package that enables growth in the aftermarket.The Company maintains a substantial engineering staff skilled in electronicand packaging design and in diagnosing vehicle systems. In late fiscal 2001and in fiscal 2002 the Company introduced seven new products. Two actuallyincluded a family of items considered a single product. The Company determinedto use the Waekon brand for products that are primarily expected to sellto the individual technician. It established a new brand, Waekon/Hickok,for products primarily targeted toward shop purchase. The Hickok brand isused for shop type products that concentrate on high-level diagnostics technologiesgenerally single OEM focused. Three products, two of them product families,were introduced using the Waekon brand during fiscal 2002. Three productsbranded Waekon/Hickok and one branded Hickok were introduced. One of theWaekon products, the EFI Probe (Electronic Fuel Injector Quick Probe) wonthe prestigious Motor Magazine Top Twenty Tools Award for 2002.

Packaging, sales collateralfor both users and sales channels, and field support have become an importantelement of the "product packages" the Company offers. In the past severalyears the Company has increased its skills in these disciplines and now offersgreatly enhanced "product packages" as compared to the requirements for OEMsales. The "product packages" include extensive use of the Internet for producttechnical details, sales support, customer communications, and product registration.During fiscal 2003 the Company will be adding to this capability includingautomated sales lead processing and reporting, business to business capabilityfor representatives and distributors, and several other electronic initiativesdesigned to enable further penetration of the aftermarket.

NGS is a diagnostictool primarily used on Ford vehicles to diagnose electronic systems. Thisunit and software upgrades for the unit represent over 38% of the Company'ssales. The Flash Kit, an accessory for the NGS Tester, was introduced inlatefiscal 2000. The unit reprogramsa Ford automobile's PCM (Powertrain Control Module) which is the "brain"of the car. PCM updates are released periodicallyby Ford to improve engine performance. Becauseof Federal mandates, the aftermarket must have access to the same capabilitiesFord offers their dealerships. The NGS unit provides aftermarket shops thesame capability dealerships have for diagnosing and servicing vehicles. Inaddition, the Flash kit enables a shop to reprogram a PCM to factory specifications.This capability includes the ability to program transponder keys for securitysystems on the vehicles. The Company offers a version of NGS to the locksmithindustry specifically for this purpose.

The Company is introducingtwo new versions of NGS for the aftermarket, in the first quarter of fiscal2003, that offer enhanced capability for both vehicle technicians and locksmiths.In addition, four more products are in final stages of marketing and introductionpackage development. These products will be announced during the second quarterof fiscal 2003. Several other products are in various stages of design andare planned for introduction in the second half of the year. The Companybelieves these product introductions along with revenue growth of the productsintroduced last year will have a positive influence on customers recognitionof the various product brands and further penetration of sales channels tothe aftermarket.

Sources and Availabilityof Raw Materials

Raw materials essentialto the business are acquired from a large number of United States of Americamanufacturers and some materials are now purchased from European and SouthEast Asian sources. Materials acquired from the electronic components industryinclude transistors, integrated circuits, resistors, capacitors, switches,potentiometers, microcontrollers, and other passive parts. Fabricated metalor plastic parts are generally purchased from local suppliers or manufacturedby the Company from raw materials. In general, the required materials areavailable, if ordered with sufficient lead times, from multiple sources atcurrent prices.

Importance of Patents,Licenses, Franchises, Trademarks and Concessions

The Company presentlyhas several patents and patent applications that relate to certain of itsproducts. It does not consider that any one patent orgroup of patents is material to the conductof its business as a whole. It believes that its position in the industryis dependent upon its present levelof engineering skill, research, sales relationships,production techniques and service rather thanupon its ownership of patents. Other thanthe names "Hickok" and "Waekon", theCompany does not have any material licenses,trademarks, franchises or concessions.

Seasonality

The Company believesthat with the growing importance of the automotive aftermarket to its businessthere is a modest seasonality affecting its revenues. Typically the firstand fourth quarters tend to be weaker than the other two quarters. Althoughthere were no such orders in fiscal 2002 certain products can be subjectto large order amounts that are dependent upon customer release dates. Asa result any seasonality aspect to revenues can be overwhelmed by deliveryof these large orders and operating results can fluctuate widely from quarterto quarter. There were several such order completions in fiscal 2001 thathad an influence on quarterly results.

Practices Relativeto Working Capital Items

The nature of the Company'sbusiness requires it to maintain sufficientlevels of inventory to meet rapid delivery requirementsof customers. The Company provides its customers with payment terms prevalentin the industry.

Dependence on Singleor Few Customers

During the fiscal yearended September 30, 2002, sales to Ford andGeneral Motors Corporation accounted for approximately24% and 9% respectivelyof theconsolidated sales of the Company. This compares with 33% and 12% respectivelyduring the prior fiscal year. The Company has no long-termcontractual relationships with either Fordor General Motors, and the loss of business from either one without a correspondingincrease in business from neworexisting customers would have a material adverse effect on the Company.

Backlog

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

Government ContractRenegotiation

No major portion ofthe business is open to renegotiation of profits or termination of contractsor subcontracts at the election of the Government. Theamountof revenue derived from Government contracts is currently minimal and notmaterial.

Competitive Conditions

The Company is engagedin a highly competitive industry and facescompetition from domestic and internationalfirms. Several of the Company's competitors have greater financial resourcesand larger sales organizations thanthe Company. Competition with respect to theCompany's diagnostic tool businessarises from the existence of a number of othersignificant manufacturers in the field, such as Snap-On, SPX Corporation,Teradyne, and Vetronix which dominate the total available market in termsof totalsales. With regard to fasteningsystems products, competition comes from bothcompanies that make the equipment to controlfastening tools and from toolmakersthemselves. Specific companies include Atlas Copco, Cooper Tool, and Stanley.The instrumentation industry is composed primarily of companies whichspecialize in the production of particularitems as compared to a full line of instruments. The Company believes thatits competitive position in this field isin the area of smaller, specialized products,an area in which the Company hasoperatedsince 1915 and in which the Company has established itself competitivelyby offering high-quality, high-performance products in comparisonto high-volume, mass-produced items.

Research and DevelopmentActivities

The Company expensedas incurred product development costs of $1,874,858 in 2002, $2,343,684 in2001, and $2,740,315 in 2000. These expenditures included engineering productsupport and development of manuals forbothof the Company's business segments.

Compliance with EnvironmentalProvisions

The Company's capitalexpenditures, earnings and competitive positionare not materially affected by compliance withfederal, state and local environmental provisions which have been enactedor adopted to regulate thedistributionof materials into the environment.

Number of PersonsEmployed

Total employment bythe Company at September 30, 2002 was 166 employees. None of the employeesare represented by a union. The Company considers its relations with itsemployees to be good.

Financial Information Concerning Foreign andDomestic Operations and Export Sales

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

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**ITEM 2. DESCRIPTION OF PROPERTIES**

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

| **LOCATION**              | **SIZE**          | **DESCRIPTION**                                                                                                                                    | **OWNED 			OR LEASED**                                        |
|---------------------------|-------------------|----------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|
| Cleveland, 			Ohio        | 37,000 			Sq. Ft. | Two-story 			brickconstruction; used for corporate administrative 			headquarters, marketingand product development with limited 			manufacturing. | Owned                                                         |
|                           |                   |                                                                                                                                                    |                                                               |
| Greenwood, 			Mississippi | 63,000 			Sq. Ft. | One-story 			modernconcrete block construction; used for manufacturing 			instruments, testequipment, and fastening systems products.              | Leased, with 			annualrenewal options extending through 2061. |
|                           |                   |                                                                                                                                                    |                                                               |
|                           |                   |                                                                                                                                                    |                                                               |

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**ITEM 3. LEGAL PROCEEDINGS**

The Company is not aparty to any material legal proceedings.

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**ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS**

Not Applicable.

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

The following is a list of the executive officersof the Company as of September 30, 2002. The executive officers are electedeach year and serve atthe pleasureof the Board of Directors. Mr. Robert Bauman was elected Chairmanby the Board of Directors in July 1993 andserved as chairman until May 2001. He has been President since 1991 and ChiefExecutive Officer since 1993. For atleast five years prior to 1991 he held theoffice of Vice President. The Board of Directors elected Mr.Gregory Zoloty Vice President of Finance andChief Financial Officer in May 2001. Mr. Zoloty was Vice President of Accountingand Chief Accounting Officer since 1994. He joined the Company in1986. Mr. Thomas Bauman was elected VicePresident of Sales and Marketing by the Board of Directorsin May 1999. He joined the Company in April1998. In 1996 and 1997 he was President and CEO of C&K Manufacturing.Mr. Robert Bauman and Mr. Thomas Bauman are brothers.

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

*The description of ExecutiveOfficers called for in this Item isincluded pursuant to Instruction 3 to Section(b) of Item 401 of Regulation S-K.

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**PARTII**

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

a) MARKET INFORMATION

The Registrant's ClassA Common Shares are traded on The Nasdaq SmallCap Market under the symbol HICKA. There isno market for the Registrant's ClassB Common Shares.

The following table sets forth the range ofhigh and low closing prices for the Registrant's Class A Common Shares forthe periods indicated, which pricesreflect inter-dealer prices without retail markup,markdown or commissions. Datawassupplied by Nasdaq.

| **PRICES 			FOR THE YEARS ENDED:** |
|------------------------------------|
|                                    |
|                                    | **September 			30, 2002** | **September 			30, 2001** |
|                                    | **HIGH** | **LOW** | **HIGH** | **LOW** |
| First Quarter                      | 4.85 | 2.45 | 4.50 | 3.13 |
| Second Quarter                     | 4.35 | 3.28 | 4.36 | 3.00 |
| Third Quarter                      | 4.29 | 2.61 | 4.50 | 2.61 |
| Fourth Quarter                     | 4.71 | 3.01 | 3.48 | 2.50 |

b) HOLDERS

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

c) DIVIDENDS

In fiscal 2002 and 2001the Company paid no dividends on its Class A and Class B Common Shares. Infiscal 2000 the Company paid a special dividend of $.10 per share onits Class A and Class B Common Shares onMarch 31, 2000. The declaration and payment of future dividends is restricted,undercertain circumstances, bythe provisions of the Company's bank credit agreement when borrowings areoutstanding.Such restriction isnot expected to materially limit the Company's ability topay dividends in the future, if declared. Inaddition, pursuant to the Company's Amended Articles of Incorporation, nodividends may be paid on Class B Common Shares until cash dividends of tencents per share per fiscal year are paid onClass A Common Shares. Any determination topay cash dividends in the future will be at the discretion of the Board ofDirectors after taking into accountvarious factors, including the Company's financialcondition, results of operations and current and anticipated cash needs.

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**ITEM 6. SELECTED FINANCIAL DATA**

**FORTHE YEARS ENDED SEPTEMBER 30**

|                             | **2002**                                              | **2001** | **2000** | **1999** | **1998** |
|-----------------------------|-------------------------------------------------------|----------|----------|----------|----------|
|                             | (In Thousands of Dollars, except per			share amounts) |
|                             |                                                       |          |          |          |          |
| Net Sales                   | $                                                     | 12,392   | $        | 15,261   | $        | 18,275 | $ | 18,827 | $ | 20,768 |
|                             |                                                       |          |          |          |          |
| Net Income (Loss)           | $                                                     | 244      | $        | (662)    | $        | (411) | $ | (268) | $ | 1,034 |
|                             |                                                       |          |          |          |          |
| Working Capital             | $                                                     | 7,720    | $        | 6,843    | $        | 7,923 | $ | 8,473 | $ | 8,818 |
|                             |                                                       |          |          |          |          |
| Total Assets                | $                                                     | 12,303   | $        | 12,178   | $        | 13,767 | $ | 14,282 | $ | 15,047 |
|                             |                                                       |          |          |          |          |
| Long-term Debt              | $                                                     | -0-      | $        | 9        | $        | 156 | $ | 418 | $ | 549 |
|                             |                                                       |          |          |          |          |
| Total Stockholders' Equity  | $                                                     | 11,231   | $        | 10,986   | $        | 11,642 | $ | 12,110 | $ | 12,551 |
|                             |                                                       |          |          |          |          |
| Net Income (Loss) Per Share | $                                                     | .20      | $        | (.54)    | $        | (.34) | $ | (.22) | $ | .86 |
|                             |                                                       |          |          |          |          |
| Dividends Declared          |                                                       |          |          |          |          |
|                             |                                                       |          |          |          |          |
| Per Share:                  |                                                       |          |          |          |          |
|                             |                                                       |          |          |          |          |
| Class A                     | $                                                     | -0-      | $        | -0-      | $        | .10 | $ | .15 | $ | .10 |
|                             |                                                       |          |          |          |          |
| Class B                     | $                                                     | -0-      | $        | -0-      | $        | .10 | $ | .15 | $ | .10 |
|                             |                                                       |          |          |          |          |
| Stockholders' Equity        |                                                       |          |          |          |          |
|                             |                                                       |          |          |          |          |
| Per Share:                  | $                                                     | 9.21     | $        | 9.01     | $        | 9.56 | $ | 10.09 | $ | 10.48 |
|                             |                                                       |          |          |          |          |
| Return on Sales             | 2.0%                                                  | (4.3%)   | (2.2%)   | (1.4%)   | 5.0%     |
|                             |                                                       |          |          |          |          |
| Return on Assets            | 2.0%                                                  | (5.4%)   | (2.9%)   | (1.8%)   | 7.2%     |
|                             |                                                       |          |          |          |          |
| Return on Equity            | 2.2%                                                  | (6.0%)   | (3.5%)   | (2.2%)   | 8.6%     |
|                             |                                                       |          |          |          |          |
| Closing Stock Price         | $                                                     | 4.71     | $        | 2.50     | $        | 4.50 | $ | 7.56 | $ | 6.88 |
|                             |                                                       |          |          |          |          |

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

Introduction

Until the mid 1980'sHickok was known primarily for its ability to develop and manufacture electronicinstruments for electronic servicers, precision indicating instruments foraircraft, locomotive, and industrial applications, and electronic teachingsystems for vocational schools. For the past seventeen years the Companyhas used this expertise to develop and manufacture electronic diagnostictools and equipment used by automotive technicians in the automotive market.This is now the Company's largest business segment.The Company currently generates approximately53% of its revenue from designing and manufacturing diagnostictools for the automotive aftermarket. Thesetools enable automotive service technicians to identify problems in the rapidlyincreasing number of electronicssystems in automobiles.

Approximately nine yearsago the Company initiated a strategy to useexisting expertise to diversify its customerbase and add new products within its various product classes. The strategyhas been implemented usingacquisitionsand modifying the organization to a market orientation.

In February 1998 theCompany increased its automotiveaftermarket business with the acquisition ofWaekon Industries, a privately owned company in Kirkwood, Pennsylvania. Salesof aftermarket products now account for 53% of automotive diagnostic andspecialty tool sales, 39% in fiscal 2001. Waekon manufactured a variety ofautomotive diagnostic equipmentandspecialty tools used by automotive technicians. The acquisition cost $2,221,302and was recorded as an asset purchase. Because of its positive reputationin the industry the Waekon name has become the trademark used by the Companyto market certain of its products to the automotive aftermarket.

In July 2000 the Company closed its productionand sales facility in Kirkwood, Pennsylvania pursuant to a restructuringplan. For the year ended September 30, 2002 the Company achieved the savingsthat were anticipated from this restructuring.

In April 2001 managementtook steps to reduce non-direct product related expenses throughout the Companyby an estimated 20%. The steps included a substantial reduction in personneland expenditure restrictions in most aspects of the Company's operations.Savings in fiscal 2002 from this reduction were approximately $1,500,000.

The timing of order releasesin the Company's automotive diagnosticequipment business can cause wide fluctuationsin the Company's operating results, particularly on a quarter-to-quarterbasis. Orders for such equipmentcan be large, are subject to customer release,and may result in substantialvariationsin quarterly sales and earnings. There were no large orders of this naturein either of the past two fiscal years although previous large orders werecompleted in fiscal 2001. A reason for this isthe Company's efforts in recent years to diversifyits customer base. However,in futureyears the receipt of large orders could result in a significant increasein order levels which may result in substantial variations in quarterlysales and earnings. Any foreign sales aremade in United States of America Dollars.

Introduction of new automotivediagnostic products to theaftermarketon a regular basis is very important for the ongoing success of this businesssegment. Consequently, expenditures for product development have beenand will continue to be significant tothe Company's operations. Although expenditures for product development havebeen reduced for the past several years, management feels the current levelsare adequate to support new product needs.

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

Reportable SegmentInformation

Effective September 30,1999, the Company adopted Financial AccountingStandards No. 131, Disclosures about Segmentsof an Enterprise and Related Information. The Standard requires segment informationdisclosures based on howmanagementevaluates operating performance and resource allocations.The Company has determined that it has two reportablesegments: 1)indicators and gauges and 2) automotive related diagnostic toolsand equipment.

Indicators and Gauges

This segment consistsof products manufactured and sold primarily to companies in the aircraftand locomotive industry. Within the aircraft market,the primary customers are those companies thatmanufacture business and pleasureaircraft. Within the locomotive market, indictorsand gauges are sold to both original equipment manufacturers and to operatorsof railroad equipment.

Automotive DiagnosticTools and Equipment

This segment consistsprimarily of products designed and manufacturedto support the servicing of automotive electronicsystems. These products aresoldto OEM's and to the aftermarket using a variety of distribution methods.The acquisition of Waekon Industries in1998 added new products anddistributionsources for the aftermarket. Included in this segment are fastening controlproducts used primarily by large manufacturers to monitorand control the nut running process in assemblyplants. This equipment provides high quality joint control and documentation.

Results of Operations

Sales for the fiscalyear ended September 30, 2002 declined to$12,391,642, a decrease of approximately 19%from fiscal 2001 sales of $15,261,149. Thisdecrease in sales was volume-driven and attributableprimarily to lower productsalesof approximately $2,800,000. Service sales in fiscal 2002 remained relativelyflat compared to fiscal 2001. The reduction in product sales occurred intheautomotive diagnostic equipmentsegment, primarily sales to OEM accounts as the Company continues to emphasizeits aftermarket business. Aftermarket sales increased by approximately $1,000,000in fiscal 2002 for several reasons. Sales of emissions products increasedby approximately $600,000 and new product introductions of approximately $400,000.The Company anticipates that overall product sales will increase modestlyin fiscal 2003. The current level of service revenue is expected to continuefor fiscal 2003.

Sales for the fiscalyear ended September 30, 2001 declined to$15,261,149, a decrease of approximately 16%from fiscal 2000 sales of $18,274,626. Thisdecrease in sales was volume-driven and attributableprimarily to lower productsalesof approximately $3,700,000. The decline in product sales was partially offsetby an increase in service revenue of approximately $700,000. The reductionin product sales occurred in the automotive diagnostic equipment segment,primarily sales to OEM accounts, as the Company emphasizes its aftermarketbusiness.

Cost of products soldin fiscal 2002 was $5,247,825 or 50.6% of netproduct sales compared to $8,016,562 or 60.7%ofnet product sales respectivelyin fiscal 2001. Cost of products sold during fiscal 2000 was $9,423,727 or55.8% of net product sales. The decreasein the percentage of cost of products sold toproduct sales betweenfiscal 2002and fiscal 2001 was due primarily to a more favorable product mix and manufacturingcost reductions. The increase in the percentage of cost of products soldbetween fiscal 2001 and 2000 was due primarily to product mix as sales oflower margin automotive diagnostic products to the aftermarket and othermarkets represented a larger portion of total product sales offset in partby the expense reductions implemented in April 2001. The 2002 cost of productssold percentage is expected to continue in fiscal 2003.

Cost of services soldin fiscal 2002 was $1,136,324 or 56.1% of netservice sales compared to $1,470,011 or 71.6%respectively in fiscal 2001. Cost of services sold during fiscal 2000 was$1,087,177 or 78.6 % of net service sales. The decrease in the costof services sold as a percentage of net services sales is due primarily toa higher sales volume due to price adjustments for chargeable repairs, costreductions implemented in April 2001 and lower warranty related costs associatedwith the automotive diagnostic products. The decrease in the cost of servicessold as apercentage of net servicesales between fiscal 2001 and fiscal 2000 was primarily due to a higher salesvolume coupled with a favorable product mix and expense reduction measuresimplemented in April 2001 offset in part by a slight increase in warrantyrelated costs associated with the automotive diagnostic products. The percentageofcost of services sold relativeto net service sales is expected to increase slightly in fiscal 2003.

Product development expendituresin fiscal 2002 were $1,874,858 which was 20% lower than expenditures of $2,343,684in fiscal 2001. The dollar decrease is due primarily to a full year of expensereductions implemented in April 2001, efficiency improvements, and to costsavings from the closing of the Kirkwood, Pennsylvania facility. Productdevelopment expenditures in fiscal 2001 were $2,343,684 whichwas 15% lower than expenditures of $2,740,315in fiscal 2000. This decrease reflects savings from the closing of the Kirkwood,Pennsylvania facility and expense reductions implemented in April 2001. Itis anticipatedthat the amount spenton product development in fiscal 2002 will continue at current levels infiscal 2003 whilecontinuing tosupport the ongoing need to develop a steady flow of new diagnostic productsfor the automotive aftermarket.

Marketing and administrativeexpenses amounted to $3,894,173 which was 31.4% of net sales in fiscal 2002,$4,570,170 or 29.9% of net sales in fiscal 2001, and $5,357,063, or 29.3% of net sales in fiscal2000. Expenditures in fiscal 2002 were 15% lower than fiscal 2001 due tolower marketing and administrative expenses as a result of expense reductionmeasures implemented in April 2001 and to a lesser extent to expenses applicableto the closing of the Kirkwood, Pennsylvania facility in July 2000 offsetin part by an increase in commissions and royalties associated with certainaftermarket product sales. Expenditures infiscal 2001 were 15% lower than fiscal 2000due to lower marketing and administrative expenses as a result of expensereduction measures implemented in April 2001 and to a lesser extent to expensesapplicable to closing the Kirkwood, Pennsylvania facility in July 2000. TheCompany anticipates that marketing and administrative expenses will continueat present levels in fiscal 2003.

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

In fiscal 2000, a restructuringcharge of $434,015 was recorded due tothe closing in July, 2000 of the Company's manufacturingfacility in Kirkwood,Pennsylvania.These charges were composed of $228,375 of future lease payments, $111,750oflosses on the abandonment ofthe plant facility and equipment and $93,890 of employee severance and relatedexpenses. The Company expected to realize pre-taxoperating cost savings of approximately $600,000annually as the facility in Greenwood, Mississippi has taken over all manufacturingformerly performed in Kirkwood. For the fiscal year ended September 30, 2002the Company achieved the savings anticipated.

Other income of $30,850in fiscal 2002 compares with other income of $40,929 in fiscal 2001. Thechange was primarily due to losses on fixed asset disposals in fiscal 2002.Other income in fiscal 2002 consisted primarily of interest income on short-terminvestments and discounts on purchases. Other income of $40,929 in fiscal2001 compares with other expense of $6,366 in fiscal 2000. The change wasprimarily due to losses on fixed assetdisposals.

Income taxes in fiscal2002 were $17,200 which represents a 6.6% effective tax rate. Income taxesin fiscal 2001 were a negative $485,300 which represents arecovery of income taxes at a 42.3% effectivetax rate. In fiscal 2000 income taxes were negative $423,800 which representsa recovery of income taxes at a 50.8% effective tax rate. The tax rate infiscal 2002 was lower than the normal tax rate of 37% due to the utilizationof prior years research and development tax credits. The recovery rate infiscal 2001 and 2000 exceeded the normal tax rate of 37% due to the recognitionof both current andprior year researchand development tax credits. It is anticipated that the effective tax ratein fiscal 2003 will be consistent with 2002. Management anticipates thatfuture business will generate sufficient taxable income during the carryforwardperiod to fully realize the deferred tax benefits. The deferred tax benefitsbegin to expire in 2019.

Net income in fiscal2002 was $244,406, or $.20 per share which wasan increase of $906,512 as compared with thenet loss of $662,106, or $.54 pershare, in fiscal 2001. The net loss in fiscal2000 was $410,604, or $.34 per share. The change in fiscal 2002 versus fiscal2001 was primarily due to improved gross product and service margins andcost reduction measures. The change in fiscal 2001 versus fiscal 2000 wasprimarily due to lower sales offset in part by the cost saving measure ofthe Kirkwood, Pennsylvania plant closing in July 2000 and the expense reductionmeasures implemented in April 2001.

Liquidity and Capital Resources

Current assets of $8,792,622at September 30, 2002 were 8.2 timescurrent liabilities and the total of cash andreceivables was 4.4 times currentliabilities. These ratios compare to 7.0 and3.2 respectively at the end of fiscal 2001. Total current assets were upapproximately $515,000 from the previous year end due primarily to a $1,685,000increase in cash and cash equivalents. The increase in cash and cash equivalentswas offset by a reduction in accounts receivable and inventory of approximately$770,000 and $405,000 respectively. The decrease in accounts receivable andinventory was due primarily to improved collection activities, lower salesvolume, and management's emphasis on inventory reductions.

Working capital at September30, 2002 was $7,720,012 as compared to$7,095,604 a year ago. The increase was dueprimarily to retention of earnings and an increase in cash and cash equivalentsof $1,685,000, offset by a reduction in accounts receivable and inventoryof approximately $770,000 and $405,000 respectively and a reduction in currentliabilities of approximately $110,000.

During the fiscal yearthe Company's business may require an increasein inventory of work-in-process and finishedgoods in order to meet anticipateddelivery schedules. Whenever there may be arequirement to increase inventory infiscal 2003 there will be a negative but temporaryimpact on liquidity. TheCompanybelieves that internally generated funds and a $1,000,000 revolving lineof credit will provide sufficient liquidityto meet ongoing working capital requirements.

Internally generatedfunds in fiscal 2002 were $1,924,625 and were adequate to fund the Company'sprimary non-operating cash requirements consisting of capital expendituresof $206,534 and debt payments of$37,575.The primary reason for the positive cash flow from operations was net incomeof $244,406 and thereduction inaccounts receivable and inventory. In fiscal 2001 internally generated fundswere $1,083,049 andwere adequateto fund the Company's primary non-operating cash requirementsconsisting of capital expenditures and debtpayments of $131,289 and $702,699 respectively. The primary reason for thepositive cash flow in fiscal 2001 was the reduction in inventory. In fiscal2000 internally generated funds were $220,557 and were not adequate to fundthe Company's prime non-operating cash requirement consisting of capitalexpenditures and long-term debt payments of $405,703 and $466,936 respectively.The primary reason for the negative cash flow from operations was the netloss of $410,604 and a $281,144 reduction in accounts payable. The Companyexpects internally generated funds in fiscal 2003 from operating activitiesto be adequate tofund approximately$250,000 of capital expenditures and $11,000 due on debt payments. Most ofthe capital expenditures willbemade to upgrade information technology and manufacturing equipment.

In February 2002 theCompany renewed its credit agreement withits financial lender. The agreement expiresin February 2003 and provides fora secured revolving credit facility of $1,000,000with interest at the prime commercial rate. Throughout fiscal 2002 theCompany had no outstanding balance underthis loan facility. The agreement is secured by the Company's accounts receivable,inventory, equipment and general intangibles. The credit agreement containsaffirmative covenant requirements related to working capital and tangiblenet worth minimums of $5,500,000 and $7,500,000 respectively. The revolvingcredit facility is subject to annual review by the Company's lender. In addition,management has determined a revolving credit facility is important to theCompany. Although no determination has been made to seek renewal of the creditagreement, the Company believes that, given its current financial condition,renewal at the existing amount can be obtained on acceptable terms.

Critical AccountingPolicies

The Company describesits significant accounting policies in the notes to the consolidated financialstatements included in the Company's Annual Report on Form 10-K. However,In response to the SEC's Release No. FR-60, "Cautionary Advice RegardingDisclosure About Critical Accounting Policies", issued December 12, 2001,the Company has identified the policies it believes are most critical to anunderstanding of the Company's financial statements. Since application ofthese accounting policies involves the exercise of judgement and use of estimates,actual results could differ from those estimates.

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

Inventory Valuation andReserves - Inventories are valued at the lower of cost or market using thefirst-in, first-out (FIFO) method. The Company's business may require anincrease in inventory of component parts, work-in-process and finished goodsin order to meet anticipated delivery schedules of customers. However, weare responsible for excess and obsolete inventory purchases in excess ofinventory needed to meet customer demand forecasts, as well as inventory purchasesgenerally not covered by supply agreements, or parts that become obsoletebefore use in production. If our forecasts change or excess inventory becomesobsolete, the inventory reserves included in our financial statements maybe understated.

Deferred Taxes - Deferredincome taxes are provided for temporary differences between financial andtax reporting in accordance with the provisions of Financial Accounting StandardsBoard Statement No. 109, "Accounting for Income Taxes." Significant factorsconsidered by the Company in estimating the probability of the realizationof deferred taxes include expectations of future earnings and taxable income,as well as application of tax laws in the jurisdictions in which the Companyoperates.

The Company does nothave off-balance sheet arrangements, financing, or other relationships withunconsolidated entities or persons, also known as "special purpose entities"(SPEs).

Impact of Inflation

In recent years, inflationhas had a minimal effect on the Companybecause of low rates of inflation and the Company'spolicy minimizing the acceptance of long-term fixed rate contracts withoutprovisions permittingadjustmentfor inflation.

Forward-Looking Statements

The foregoing discussionincludes forward-looking statements relatingto the business of the Company. These forward-lookingstatements, or otherstatementsmade by the Company, are made based on management's expectations and beliefsconcerning future events impacting the Company and are subject touncertainties and factors (including, but notlimited to, those specified below)which are difficult to predict and, inmany instances, are beyond the control ofthe Company. As a result, actual results ofthe Company could differ materiallyfrom those expressed in or implied by any suchforward-looking statements. These uncertainties and factors include (a) theCompany's dependence upon a limitednumber of customers, including Ford and GeneralMotors, (b) the highly competitive industry in which the Company operates,which includes severalcompetitorswith greater financial resources and larger sales organizations, and(c) theacceptance in the marketplace of new products and/or services developedor under development by the Company includingautomotive diagnostic products,fasteningsystems products and indicating instrument products, and (d) the abilityof the Company to further establish distribution and a customer base in theautomotive aftermarket.

----

**ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURESABOUT MARKET RISK**

The Company is exposedto certain market risks from transactions thatare entered into during the normal course ofbusiness. The Company has notenteredinto derivative financial instruments for trading purposes. TheCompany's primary market risk exposure relatesto interest rate risk. The Company's only debt subject to interest rate riskis its revolving credit facility. The Company has a balance of $-0- on itsrevolving credit facility at September 30, 2002, which is subject to a variablerate of interest based onthe primecommercial rate. As a result, theCompany believes that the market risk relatingto interest rate movements is minimal.

----

**INDEPENDENTAUDITORS' REPORT**

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

We have audited the accompanyingconsolidated balance sheets of HICKOK INCORPORATED as of September 30, 2002and 2001, and the related consolidatedstatements of income, stockholders' equity andcash flows for each of the three years in the period ended September 30,2002. These financial statements are theresponsibility of the Company's management.Our responsibility is to express an opinion on these financial statementsbased on our audits.

We conducted our auditsin accordance with auditing standards generally accepted in the United Statesof America. Those standards require that we plan and perform the audit toobtainreasonable assurance thatthe financial statements are free from material misstatement. An audit includesexamining, on a test basis, evidence supportingthe amounts and disclosures in the financialstatements. An audit also includesassessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overallfinancial statement presentation.We believe that our audits provide a reasonablebasis for our opinion.

In our opinion, the financialstatements referred to above present fairly, inall material respects, the consolidated financialposition of Hickok Incorporated as of September 30, 2002 and 2001, and theconsolidated results oftheir operationsand their cash flows for each of the three years in the periodended September 30, 2002 in conformity withaccounting principles generally accepted in the United States of America./s/ Meaden& Moore, Ltd.

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

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

**F-1**

----

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

**ASSETS**

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

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

----

**LIABILITIES AND STOCKHOLDERS' EQUITY**

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

**F-3**

----

**CONSOLIDATED STATEMENT OF INCOME****HICKOK INCORPORATED****FOR THE YEARS ENDED SEPTEMBER30**

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

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

----

**CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY****HICKOK INCORPORATED****FOR THE YEARS ENDED SEPTEMBER30, 2002, 2001, AND 2000**

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

**F-5**

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**CONSOLIDATED STATEMENT OF CASH FLOWS****HICKOK INCORPORATED****FOR THE YEARS ENDED SEPTEMBER30**

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

**F-6**

----

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

**F-7**

----

**F-8**

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

**1.NATURE OF OPERATIONS**

Hickok Incorporated andits wholly-owned domestic subsidiaries ("Company") develop and manufactureproducts used by companies in the transportationindustry. Among the products are indicatorsand gauges sold to companies in aircraft and locomotive markets. On a muchlarger scale, the Company manufactures diagnostic equipment used by automotivetechnicians to test thevariouselectronic systems in automobiles. Also within the automotive segment,theCompany manufactures equipment to control the nut running process in assemblyplants. The Company serves the automotive, locomotive and general aviationmarkets predominately in North America. Sales in the Company'sprincipal product classes, as a percent of consolidatedsales, are as follows:

**Product Classes**

**2002**

**2001**

**2000**

Automotive					Test Equipment

76.8

%

68.3

%

73.8

%

Fastening					Systems

5.5

13.9

10.7

Indicating					Instruments

15.1

14.7

14.1

Other 					ProductClasses

2.6

3.1

1.4

**Total**

100.0

%

100.0

%

100.0

%

Current operating propertiesconsist of a manufacturing plant in Greenwood,Mississippi, and a corporateheadquarters, marketing and product developmentfacility in Cleveland, Ohio.

**2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**

*Principles of Consolidation**:***The consolidated financialstatements include the accounts of Hickok Incorporated and its wholly-owneddomestic subsidiaries since date ofacquisition. Significant intercompany transactionsand balances have been eliminated in the financial statements.

*Concentration of CreditRisk :*The Company sells its productsand services primarily to customers in the UnitedStates of America and to a lesser extent overseas.All sales are made in United States of America dollars. The Company extendsnormal credit termsto its customers.Customers in the automotive industry(primarily original equipment manufacturers)comprise 40% of outstanding receivables at September 30, 2002 (65% in 2001).Sales to two customers, each of which were in excess of 10% of total sales,approximated $3,000,000 and $1,100,000 (2002),$5,100,000 and $1,900,000 (2001),$6,300,000 and $1,700,000 (2000). The Company establishes an allowance fordoubtful accounts based upon factors surrounding the credit risk of specificcustomers, historical trends and other information.

*Use of Estimates inthe Preparation of Financial Statements :*The preparation of financialstatements in conformity with generally accepted accounting principles requiresmanagement to make estimates and assumptions thatmay affect the reported amounts of certain assetsand liabilities and disclosureofcontingencies at the date of the financial statements, and the reported amountsof revenue and expenses during the reporting period. Actual resultscould differ from those estimates.

*Revenue Recognition:*The Securities and ExchangeCommission (SEC) issued Staff Accounting Bulletin (SAB) 101, "Revenue Recognitionin Financial Statements," in December 1999. The SAB summarizes certain ofthe SEC staff's views in applying generally accepted accounting principlesto revenue recognition in financial statements. The Company performed a reviewof its revenue recognition policies and determined that they are in compliancewith SAB 101.

The Company records salesas manufactured items are shipped to customers.Revenue from development contracts representagreements to provide training related programs to technicians and engineersand are recorded as service revenue. Revenue from these contracts is recognizedas agreed upon milestones are achieved. The customer does not have a rightto return merchandise unless defective or warranty related and there are noformal customer acceptance provisions. The Company warrants certain productsagainst defects for periodsrangingprimarily from 12 to 36 months. Charges against income for warranty expenseand sales returns and allowances were immaterial during each of thethree years in the period ending September30, 2002.

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

*Cash and Cash Equivalents**:*For purposes of the Statementof Cash Flows, the Company considers all highlyliquid debt instruments purchased with a maturityof three months or less to becashequivalents. From time to time the Company maintains cash balances inexcess of the FDIC limits. The cash balanceat September 30, 2002 amounted to$2,345,681.

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

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

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

*Property, Plant andEquipment :*Property, plant and equipmentare carried at cost. Maintenance and repair costsare expensed as incurred. Additions and bettermentsare 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, includingdepreciation on capitalized leases, amounted to $355,830(2002), $437,955(2001), and $515,151 (2000).

*Valuation of Long-LivedAssets :*Long-lived assets such asproperty, plant and equipment, goodwill, patents and software are reviewedfor impairment whenever events or changes in circumstances indicate thatthe carrying amount may not be recoverable. If the total of the expectedfuture undiscounted cash flows is less than the carrying amount of the asset,a loss is recognized for the difference between the fair value and carryingvalue of the asset.

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

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

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

*Income Taxes**:*The Company records incometaxes under the provisions of Financial AccountingStandards Board Statement No. 109, "Accountingfor Income Taxes."

*Income per CommonShare :*Income per common shareinformation is computed on the weighted average numberof shares outstanding during each period asdisclosed in note 8.

*Recently Issued AccountingPronouncements :*Effective October 1, 2001,the Company adopted SFAS No. 133 "Accounting for Derivative Instruments andHedging Activities" as amended by SFAS No. 138. As amended, SFAS 133 requiresthat an entity recognize all derivatives as either assets or liabilitiesin the balance sheet, measure those instruments at fair value and recognizechanges in the fair value of derivatives in earnings in the period of changeunless the derivative qualifies as an effective hedge that offsets certainexposures. The Company had no derivatives as of September 30, 2002, and therefore,no resulting transition adjustments.

In July 2001, the FinancialAccounting Standards Board issued SFAS No. 141, Business Combinations, andSFAS No. 142, Goodwill and Other Intangible Assets. SFAS No. 141 requiresthat the purchase method be used for all business combinations initiatedafter June 30, 2001 as well as all purchase method business combinationscompleted after June 30, 2001. SFAS No. 142 will require that goodwill andintangible assets with indefinite useful lives no longer be amortized, butinstead be tested for impairment at least annually in accordance with its'provisions. The Company is required to adopt the provisions of SFAS No. 141immediately, and SFAS No. 142 effective October 1, 2002.

The Companywill adopt SFAS No. 142 in the first quarter of fiscal 2003. Applicationof the non-amortization provisions of the standard is expected to resultin annual earnings of approximately $75,000, net of tax, which will increaseearnings per share by approximately $0.06. The Company has substantiallycompleted the initial impairment tests and believes it likely that an impairmentcharge may occur in the first quarter of fiscal 2003. This charge would beapproximately $1,040,000, net of tax, and would decrease earnings per shareby approximately $0.85. Any adjustment of goodwill resulting from the impairmenttests will be recognized separately as a cumulative effect of a change inaccounting principle.

In August 2001, The FinancialAccounting Standards Board issued SFAS No. 144, Accounting for the Impairmentor Disposal of Long-Lived Assets. This statement addresses financial accountingand reporting for the impairment or disposal of long-lived assets. This statementsupersedes FASB Statement No. 121. The Company is required to adopt the provisionsof SFAS No. 144 effective October 1, 2002. The Company has not determinedthe effect of this new standard on the Company's results of operations orfinancial position, but believes the effect will not be material.

In June 2002, the FinancialAccounting Standards Board issued SFAS No. 146, Accounting for Costs Associatedwith Exit or Disposal Activities. SFAS No. 146 requires companies to recognizecosts associated with exit or disposal activities when they are incurredrather than at the date of a commitment to an exit or disposal plan. TheCompany is required to adopt the provisions of SFAS No. 146 effective forexit or disposal activities that are initiated after December 31, 2002.

*Reclassifications**:*Certain prior year amountshave been reclassified to conform with current year presentation.

**3. SHORT-TERM FINANCING**

The Company has a secured credit agreement of$1,000,000 with its financial lender. The agreement expires in February 2003and provides for a revolving credit facility of $1,000,000 with interestat the bank's prime commercial rate. The agreement is secured by the Company'saccounts receivable, inventory, equipment and general intangibles. The creditagreement contains affirmative covenant requirements related to working capitaland tangible net worth minimums of $5,500,000 and $7,500,000 respectively.The Company had no outstanding balance under this loan facility during theyear ended September 30, 2002. The Company is in compliance with its loancovenants. Selected details of short-term borrowings are as follows:

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

**4.LEASES**

*Operating*:The Company leases a facilityand certain equipment under operating leasesexpiring through September 2005.

The Company's minimumcommitments under operating leases are as follows:

2003

$27,159

2004

14,375

2005

7,296

**Total**

$48,830

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

*Capital*:During 2000, the Companypurchased equipment under a capital lease obligation,replacing equipmentpurchased in 1997. The obligation is payable in monthlyinstallments of $3,344 including interest at8.0% per year until February 2003.The total capital lease obligation payableincludes $44,954 remaining on theequipment purchased in 1997. The balance outstandingat September 30, 2002 was $11,334. Minimum annual lease payments under thecapital lease are as follows:

2003

$11,505

Less amounts representing interest

171

$11,334

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

Cost

$189,578

Accumulated 					depreciation/Amortization

164,216

Book value

$

25,362

A facility held undera capital lease has a net book value of $0 at September30, 2002. Future minimumlease payments which extend through 2061 areimmaterial.

**5.STOCK OPTIONS**

Under the Company's KeyEmployees Stock Option Plans (collectively the "Employee Plans") the CompensationCommittee of the Board of Directors has the authorityto grant options to Key Employees to purchaseup to 47,200 Class A shares, netofgranted options. The options are exercisable for up to 10 years. Incentivestock options are available at an exercise price of not less than marketpriceon the date the option isgranted. However, options available to an individualowning more than 10% of the Company's ClassA shares at the time of grant must be at a price not less than 110% of themarket price. Non-qualified stock optionsmay be issued at such exercise price and onsuch other terms and conditions asthe Compensation Committee may determine. Nooptions may be granted at a priceless than $2.925. Non-cash compensation expenserelated to stock option planswas $0 (2002), $0 (2001) and $10,350 (2000).All options granted underthe EmployeePlans are exercisable at September 30, 2002.

The Company's OutsideDirectors Stock Option Plans (collectively the "Directors Plans") providefor the automatic grant of options to purchase up to 51,000shares (less 21,000 options which were eithercanceled, expired or unissued) ofClass A common stock over a five year periodto members of the Board ofDirectorswho are not employees of the Company, at the fair market value on the dateof grant. All options granted under the Directors Plans become fullyexercisable on February 21, 2005.

Transactions involving the plans are summarizedas follows:

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

The Company applies APB Opinion No. 25, "Accountingfor Stock Issued To Employees" and related interpretations in accountingfor its stock plans for both employees and non-employee Directors asallowed under FAS Statement No. 123, "Accountingfor Stock-Based Compensation". Accordingly, the adoption of this statementdid not affect the Company'sresultsof operations, financial position or liquidity. Had compensation cost forfixedprice stock options grantedin 2002, 2001 and 2000 been determined consistentwith FAS 123, pro forma net income (loss) andearnings (loss) per share would have been asfollows:

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

The fair value methodof accounting has not been determined for options granted prior to October1, 1995. The effects of applying FAS No. 123 in this pro forma disclosureare not necessarily indicative of future amounts.

The fair value of issuedstock options is estimated on the date of grant using the Black-Scholes optionpricing model. The Black-Scholes option pricing model was originally developedfor use in estimating the fair value of traded options which have differentcharacteristics from the Company's employee stock options. The model is alsosensitive to changes in the subjective assumptions which can materially affectthe fair value estimate. As a result, management believes that the Black-Scholesmodel may not necessarily provide a reliable single measure of the fair valueof employee stock options. The following weighted-average assumptions wereused in the option pricing model for 2002, 2001 and 2000 respectively: arisk free interest rate of 3.0%, 4.0% and 5.7%; an expected life of 6, 6and 6 years; an expected dividend yield of 0.0%, 0.0% and 1.8%; and a volatilityfactor of .71, .88 and .38.

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

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

**7. INCOME TAXES**

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

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

Deferred tax asset (liabilities) consist ofthe following:

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

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

The Company's ability to realize the entirebenefit of its deferred tax assets requires that the Company achieve certainfuture earning levels prior to the expiration of its contribution and researchand development credit carryforwards. The Company could be required to recorda valuation allowance for a portion or all of its deferred tax assets ifmarket conditions deteriorate and future earnings are below, or projectedto be below, its current estimates.

**8. EARNINGS PER COMMON SHARE**

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

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

**9. EMPLOYEE BENEFIT PLANS**

The Company has a formulabased profit sharing bonus plan for officers and key employees. The formulatakes into account "Economic Profit" in determining the bonus pool. The bonusdistribution is determined by the Compensation Committee of the Board ofDirectors after considering such factors as salary, length of service andmerit. The maximum individual distribution is 50% of the distributee's salary.For fiscal years ended September 30, 2002, 2001 and 2000, the formula producedno distributions.

The Company has a 401(k)Savings and Retirement Plan covering all full-time employees. Company contributionsto the plan, including matching of employee contributions, are at the Company'sdiscretion. For fiscal years ended September 30, 2002, 2001 and 2000, approximately-0-, $19,102, and $37,992 respectively, were contributed to the plan. TheCompany does not provide any other post retirement benefits to its employees.

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

**10. ACQUISITION**

On February 17, 1998,the Company purchased certain assets of Waekon Industries, Inc. for $2,221,302which has been accounted for under the purchase method of accounting. Thepurchase included accounts receivable ($504,282), inventory ($719,244), prepaidand other assets ($42,786), machinery and equipment ($380,100), assumptionof current liabilities ($425,895), and goodwill ($1,000,785). The Companyalso recorded as goodwill closing costs related to the purchase ($205,216),and the present value of a five year earn out contract having a minimum requiredpay out of $585,892. In December 1999, the Company terminated the earn outagreement in exchange for payment of the minimum earn out liability plusan additional payment of $78,194. The $78,194 was treated as an additionto the purchase price. Accordingly, goodwill was increased by the amountof the payment. Goodwill is being amortized over 20 years.

**11. RESTRUCTURING CHARGE**

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

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

**12. SEGMENT AND RELATED INFORMATION**

The Company has adoptedSFAS No. 131, Disclosures about Segments of an Enterprise and Related Information,which changes the way the Company reports the information about its operatingsegments.

The Company's fourbusiness units have a common management team and infrastructure.The indicators and gauges unit has different technologies and customers thanthe other business units. Therefore, the business units have been aggregatedinto two reportable segments: 1.) indicators and gauges and 2.) automotiverelated diagnostic tools and equipment. The Company's management evaluatessegment performance based primarily on operating earnings before taxes. Non-operatingitems such as interest income and interest expense are included in generalcorporate expenses. Depreciation expense on assets used in manufacturingare considered part of each segment's operating performance. Depreciationexpense on non-manufacturing assets are included in general corporate expenses.Goodwill amortization is applied to each segment's operating performance.

*Indicators and Gauges*

This segment consistsof products manufactured and sold primarily to companies in the aircraftand locomotive industry. Within the aircraft market, the primary customersare those companies that manufacture business and pleasure aircraft. Withinthe locomotive market, indicators and gauges are sold to both original equipmentmanufacturers and to operators of railroad equipment.

*Automotive DiagnosticTools and Equipment*

This segment consistsprimarily of products designed and manufactured to support the servicingof automotive electronic systems. These products are sold to the aftermarketusing a variety of distribution methods. The acquisition of Waekon Industriesin 1998 added significant new products and distribution sources for the aftermarket.

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

*Information by industry segment is setforth below*:

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

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

*Asset Information**:*

|                              | **Indicators** | **Automotive** | **Corporate** | **Consolidation** |
|------------------------------|----------------|----------------|---------------|-------------------|
|                              |
| 2002 - 			IdentifiableAssets | $              | 980,517        | $6,563,017    | $4,754,848        | $12,303,382 |
|                              |                |                |               |                   |
| 2001 - 			IdentifiableAssets | $1,003,668     | $7,842,552     | $3,331,333    | $12,177,553       |
|                              |                |                |               |                   |
| 2000 - 			IdentifiableAssets | $1,213,652     | $9,538,127     | $3,014,830    | $13,766,609       |
|                              |                |                |               |                   |
|                              |                |                |               |                   |
|                              |                |                |               |                   |

*Geographical Information:*

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

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

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

**13. QUARTERLY DATA (UNAUDITED)**

-  
**First**

**Second**

**Third**

**Fourth**

**Net Sales**

2002

$2,584,817

$3,252,795

$3,513,353

$3,040,677

2001

3,754,296

4,166,399

3,727,618

3,612,836

2000

5,380,619

4,395,783

4,193,247

4,304,977

**Gross 				Profit**

2002

1,057,151

1,697,761

1,829,234

1,423,347

2001

1,306,638

1,375,333

1,436,556

1,656,049

2000

2,343,977

1,950,152

1,724,980

1,744,613

**Net Income				(Loss)**

2002

(208,540)

150,971

249,591

52,384

2001

(344,563)

(353,127)

(137,645)

173,229

2000

226,391

(174,447)

(444,857)

(1)

(17,691)

**Net Income				(Loss) per Common Share**

**Basic**

2002

(.17)

.12

.20

.05

2001

(.28)

(.29)

(.11)

.14

2000

.19

(.15)

(.37)

(.01)

**Diluted**

2002

(.17)

.12

.20

.05

2001

(.28)

(.29)

(.11)

.14

2000

.19

(.15)

(.37)

(.01)

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

**ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIALDISCLOSURE**

Not Applicable.

----

**PART III**

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

The information requiredby this Item 10 as to the Directors of the Company is incorporated hereinby reference to the information set forth under the caption "InformationConcerning Nominees for Directors" in the Company's definitive Proxy Statementfor the Annual Meeting of Shareholders to be held on February 19, 2003, sincesuch Proxy Statement will be filed with the Securities and Exchange Commissionnot later than 120 days after the end of the Company's fiscal year pursuantto Regulation 14A. Information required by this Item 10 as to the ExecutiveOfficers of the Company is included in Part I of this Annual Report on Form10-K.

**ITEM 11. EXECUTIVECOMPENSATION**

The information requiredby this Item 11 is incorporated by reference to the information set forthunder the caption "Executive Compensation" in the Company's definitive ProxyStatement for the Annual Meeting of Shareholders to be held on February 19,2003, since such Proxy Statement will be filed with the Securities and ExchangeCommission not later than 120 days after the end of the Company's fiscalyear pursuant to Regulation 14A.

**ITEM 12. SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT**

Equity CompensationPlan Information

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

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

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

_______________________________________________________________________________________

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

| Equity 			compensationplans not approved by security holders | -       | - | -      |
|--------------------------------------------------------------|---------|---|--------|
| Total                                                        | 181,400 |   | 56,200 |
|                                                              |         |   |        |

Other information required by this Item 12is incorporated by reference to the information set forth under the captions"Principal Shareholders" and "Share Ownership of Directors and Officers"in the Company's definitive Proxy Statement for the Annual Meeting of Shareholdersto be held on February 19, 2003, since such Proxy Statement will be filedwith the Securities and Exchange Commission not later than 120 days afterthe end of the Company's fiscal year pursuant to Regulation 14A.

**ITEM 13. CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS**

The information requiredby this Item 13 is incorporated by reference to the information set forthunder the caption "Transactions with Management" in the Company's definitiveProxy Statement for the Annual Meeting of Shareholders to be held on February19, 2003, since such Proxy Statement will be filed with the Securities andExchange Commission not later than 120 days after the end of the Company'sfiscal year pursuant to Regulation 14A.

----

**PARTIV**

**ITEM 14. CONTROLSAND PROCEDURES**

Within the 90 days prior to the date of thisForm 10-K, the Company carried out an evaluation, under the supervision andwith the participation of the Company's management, including the Company'sChief Executive Officer along with the Company's Vice President, Financeand Chief Financial Officer, of the effectiveness of the design and operationof the Company's disclosure controls and procedures pursuant to ExchangeAct Rule 13a-14. Based upon that evaluation, the Company's Chief ExecutiveOfficer along with the Company's Vice President, Finance and Chief FinancialOfficer concluded that the Company's disclosure controls and procedures areeffective in timely alerting them to material information relating to theCompany (including its consolidated subsidiaries) required to be includedin the Company's periodic SEC filings. There have been no significant changesin the Company's internal controls or in other factors which could significantlyaffect internal controls subsequent to the date the Company carried out itsevaluation.

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

(a) (1) FINANCIALSTATEMENTS

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

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

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

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

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

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

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

Notes to ConsolidatedFinancial Statements.....................................F-8

(a) (2) FINANCIALSTATEMENT SCHEDULES

The following ConsolidatedFinancial Statement Schedules of the Registrant and its subsidiaries areincluded in Item 15 hereof.

SEQUENTIAL PAGE

Report of IndependentAuditors as to Schedules

Schedule VIII-Valuationand Qualifying Accounts

Schedule IX-Short-termBorrowings

All other schedulesfor which provision is made in the applicable accounting regulation of theSecurities and Exchange Commission are not required under the related instructionsor are inapplicable, and therefore have been omitted.

(a) (3) EXHIBITS

Reference is made tothe Exhibit Index set forth herein.

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

----

**SIGNATURES**

Pursuant to the requirements of Section 13or 15(d) of the Securities Exchange Act of 1934, the Registrant has dulycaused this report to be signed on its behalf by the undersigned, thereuntoduly authorized at Cleveland, Ohio this 19th day of December, 2002.

|  | HICKOK 			INCORPORATED

By: /s/ 			RobertL. BaumanRobert 			L. BaumanPresident 			andChief Executive Officer |
|--|--------------------------------------------------------------------------------------------------------------|

Pursuant to the requirementsof the Securities Exchange Act of 1934,this report has been signed belowby the following persons on behalf of the Registrant and in the capacitiesindicated and on the 19th day of December, 2002:

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

----

**CERTIFICATION OFCHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEYACT OF 2002**

Robert L. Bauman,Chief Executive Officer

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

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

By:

/s/ R. L. Bauman

R. L. Bauman

Chief Executive Officer

December 19, 2002

----

**CERTIFICATION OFCHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEYACT OF 2002**

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

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

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

By:

/s/ G. M. Zoloty

G. M. Zoloty

Vice President, Finance andChief FinancialOfficer

December 19, 2002

----

**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 			theCompany's Annual Report on Form 10-K for the fiscal year ended 			September30, 1995, File No. 0-147).                                                                                     |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 10(a)    | Loan			Agreement, dated as of February 28, 2002, by and between the 			Companyand Huntington National Bank (incorporated herein by 			reference to theappropriate exhibit to the Company's Quarterly 			Report on Form 10-Q forthe quarterly period ended March 31, 			2002). |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 10(a)(1) | Commercial			Security Agreement, datedFebruary 28, 			2002, by and between Hickok Incorporated(Borrower), Supreme 			Electronics Corp. (Grantor) and Huntington NationalBank.                                                                                                 |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 10(a)(2) | Commercial			Guaranty Agreement, datedFebruary 28, 			2002, by and between Hickok Incorporated(Borrower), Supreme 			Electronics Corp. (Guarantor) and Huntington NationalBank.                                                                                               |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 10(b)    | Hickok			Incorporated 1995 Key Employees Stock Option Plan (incorporated 			hereinby reference to the appropriate exhibit to the Company's 			RegistrationStatement on Form S-8 as filed with the Commission on 			September 17, 1998).                                       |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 10(c)    | Hickok			Incorporated 1997 Outside Directors Stock Option Plan 			(incorporatedherein by reference to the appropriate exhibit to 			the Company's RegistrationStatement on Form S-8 as filed with the 			Commission on September 17, 1998).                                   |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 10(d)    | Hickok			Incorporated 1997 Key Employees Stock Option Plan (incorporated 			hereinby reference to the appropriate exhibit to the Company's 			RegistrationStatement on Form S-8 as filed with the Commission on 			September 17, 1998).                                       |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 10(e)    | Hickok			Incorporated 2000 Outside Directors Stock Option Plan 			(incorporatedherein by reference to the appropriate exhibit to 			the Company's RegistrationStatement on Form S-8 as filed with the 			Commission on June 6, 2001).                                         |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 10(f)    | Hickok			Incorporated 2000 Key Employees Stock Option Plan (incorporated 			hereinby reference to the appropriate exhibit to the Company's 			RegistrationStatement on Form S-8 as filed with the Commission on 			June 6, 2001).                                             |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 11       | Computation			of Net Income Per Common Share.                                                                                                                                                                                                                                 |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 21       | Subsidiaries			of the Registrant.                                                                                                                                                                                                                                             |  |
|          |                                                                                                                                                                                                                                                                               |  |
| 23       | Consent			of Independent Auditors.                                                                                                                                                                                                                                            |  |

Reference is 	madeto the Company's basic documents filed as Exhibits 3(a) and 	3(b) to theCompany's Registration Statement on Form S-1, dated 	September 1, 1959, assupplemented by Amendments 1 and 2 thereto, 	dated respectively October 15,1959, and October 19, 1959 (the 	October 15, 1959 amendment containing anAmendment to Articles of 	Incorporation, dated September 29, 1959) and suchexhibits are 	hereby incorporated by reference herein.

The following pages contain the ConsolidatedFinancial Statement Schedules as specified for Item 15(a)(2) of Part IV ofForm 10-K.

----

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

To the Shareholdersand Board of DirectorsHickok IncorporatedCleveland, Ohio

We have audited theconsolidated financial statements of HICKOK INCORPORATED(the "Company") asof September 30, 2002 and 2001, and for each of the three years in the periodended September 30, 2002, and have issued our report thereon dated November22, 2002; such consolidated financial statements and report are includedin Part II, Item 8 of this Form 10-K. Our audits also included the consolidatedfinancial statement schedules ("schedules") of the Company listed in Item15 (a)(2). These schedules are the responsibility of the Company's management.Our responsibility is to express an opinion based on our audits. In our opinion,such schedules, when considered in relation to the basic financial statementstaken as a whole, present fairly in all material respects the informationset forth therein./s/ Meaden& Moore, Ltd.

MEADEN &MOORE, Ltd.Certified Public Accountants

December 17, 2002Cleveland, Ohio

----

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

----

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