September 7, 2004


Via Facsimile (216) 241-0816 and U.S. Mail

Edward W. Moore, Esq.
Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, OH  44114-2688

RE:	Hickok Incorporated
	Schedule 13E-3 filed on August 11, 2004
	File No. 5-16179

Dear Mr. Moore:

We have the following comments on the above-referenced filing.

General

1. We note from exhibit (a)(2)(i) that you have mailed the Offer to
Purchase to holders of 99 or less Class A common shares of Hickok
stock.  Please advise us how you intend to comply with Rule 13e-
3(f)(1)(i)(B), which calls for the dissemination of the information
required by Rule 13e-3(e) to "each person who is a record holder of a
class of equity securities subject to the Rule 13e-3 transaction," and
not just to those who hold 99 or fewer shares.

Offer to Purchase

2. Given your disclosure elsewhere in the offer document that you will
pay for the tendered shares promptly after the expiration of the
offer, revise the first page to clarify the circumstances in which you
would have fewer than 300 shareholders of record during the offer.

Special Factors

3. Include a discussion of the background of the going private
transaction that describes all meetings, negotiations, contacts, etc.,
among significant shareholders, board members, executive officers and
other members of management pursuant to Item 1005(b) and (c) of
Regulation M-A.  This discussion should provide the reader with more
of a sense of how the board reached its determination to conduct the
going private transaction on the terms as proposed in the offer
document.  Please revise to address the following examples, which is
not intended to be an exhaustive list:

* indicate when the board began to consider its alternatives,
including a sale of the company;
* disclose who first proposed the possibility of going private and
when this occurred;
* address how the board arrived at the $10 per share offer price; and
* disclose how and when two major shareholders expressed their
opposition to a sale of the company and the reasons they provided for
their position, if any.

4. Where appropriate, clarify that there is no guarantee that the
company will be able to terminate its Exchange Act registration
following the tender offer and to discuss the effects if the
termination of registration is not possible.  Discuss whether the
board considered that possibility in deciding to recommend the tender
offer.

Purposes of the Offer

5. We note your estimate that the company will enjoy annual savings of
$160,000 per year as a result of no longer being a public company.
Provide a quantified break down of the expected cost savings, to the
extent possible.  Also quantify the amount of time management devotes
to tasks associated with public reporting.

Our Reasons for Pursuing the Offer

6. Given that several of the factors you list as contributing to the
decision to take the company private appear to have existed for
several years, such as the company`s limited liquidity and small
market capitalization, revise to indicate why the company is
undertaking the going private transaction at this time as opposed to
other times in its operating history and since the Sarbanes-Oxley Act
was enacted nearly two years ago.  Refer to Item 1013(c) of Regulation
M-A.

7. Disclose whether the board considered any ways to reduce expenses
other than taking the company private.  If so, why were the
alternatives deemed inferior to engaging in a going private
transaction?  See Item 1013(b) of Regulation M-A.

8. We note your disclosure that the company would have had to incur
debt to finance a buyout of all publicly held shares.  Please discuss
the estimated difference in funds that would have been required by the
alternative transactions from those that will be required to conduct
the tender offer.

9. Disclose the basis for the board`s belief that a reverse stock
split would be unlikely to receive the necessary two-thirds majority
vote.
Our Position as to the Fairness of the Offer to Unaffiliated
Shareholders

10. All of the factors listed in Instruction 2 to Item 1014 of
Regulation M-A are generally relevant to the fairness determination in
a Rule 13e-3 transaction and should be discussed in considerable
detail.  Revise the discussion of the board`s fairness determination
to address the factors listed in Instruction 2(iii) - (v) to Item 1014
of Regulation M-A.  If it did not consider one or more of the factors,
state that and explain why the factor(s) were not deemed material or
relevant.  See Question and Answer No. 20 of Exchange Act Release No.
34-17719.  If the board relied upon the analysis of another with
respect to any of the factors, such as Loveman-Curtiss, then it must
expressly adopt the conclusion and analyses of the other.  In
addition, revise to quantify the company`s net book value, liquidation
value and going concern value, if known.

11. Discuss how the board reached a conclusion that the transaction is
procedurally fair in the absence of the procedural safeguards set
forth in Item 1014(c), (d) and (e) of Regulation M-A.

12. Expand the bullet points to describe in more detail what the board
evaluated concerning the company`s results of operations, prospects
for the business, repurchases of the common shares and historical and
recent trading prices, clarifying how each factor contributed to its
fairness determination.  Furthermore, quantify the specific
repurchases and trading prices considered.

13. Please expand your summary of Loveman-Curtiss` appraisal and
fairness opinion to include all of the information required by Item
1015(b) of Regulation M-A.  For example, your summary should include,
among other things, the following:

* a more complete summary of Loveman-Curtiss` findings and
recommendations.  In this regard, please revise to include a more
detailed summary of the income approach to valuation, including any
multiples, ranges, means/medians and quantified values that it
calculated for the analysis and any assumptions that it made;
* a detailed explanation of how Loveman-Curtiss determined that the
consideration is fair to those shareholders who will retain their
equity investment in the company;
* a statement indicating whether or not Loveman-Curtiss recommended
the amount of consideration to be paid in the going private
transaction; and
* the estimated aggregate compensation Loveman-Curtiss received in
connection with the appraisal and fairness opinion.

14. Revise your document to disclose the financial forecasts that the
board furnished to Loveman-Curtiss and the projections developed by
the advisor.  Disclose and quantify the material assumptions
underlying the forecasted information.  Also revise to summarize the
contents of the company`s 2004 Strategic Plan that the board provided
to the advisor as referenced in the appraisal filed as exhibit (b)(1).

15. Disclose the discount rate that Loveman-Curtiss used to determine
the company`s discounted cash flow and explain how it arrived at such
rate.  Also revise to quantify the cost savings that the advisor
assumed for purposes of its valuation.

Terms of the Offer
Conditions of the Offer

16. Despite your reference to "conditions of the offer" under
"Rejection; Determination of Validity", it does not appear that you
have disclosed any conditions of the offer in this section.  Revise to
disclose the material conditions to the completion of the offer so
that security holders can objectively verify whether any events have
occurred that would cause you to terminate the offer, i.e., material
adverse changes to the company`s financial condition.  Alternatively,
clearly state that you will unconditionally accept all tendered
shares.

Expiration and Extension of the Offer

17. On a supplemental basis, please confirm your understanding that
you are generally required to extend the offering period for any
material change, including the waiver of a material condition, so at
least five business days remain in the offer after the change.  For
guidance, refer to footnote 70 of Exchange Act Release No. 34-23421
(July 11, 1986).

Rejection; Determination of Validity

18. Refer to your statement reserving the right to "waive any of the
conditions of the offer...with respect to any particular shares or any
particular shareholder."  In the event you waive a condition, you must
waive it for all shareholders eligible to participate in the offer in
accordance with Rules 13e-4(h)(5)(i) and 13e-4(f)(8)(i).  Please
revise accordingly.

No Dissenters` or Appraisal Rights

19. We note your statement that shareholders are not entitled to
appraisal rights under applicable state law.  Please revise to briefly
outline any other rights that may be available under applicable law
for security holders who object to the transaction.  Refer to Item
1004(d) of Regulation M-A.

Purchase and Payment

20. We note your reference to a possible delay in making payment for
shares purchased in the offer.  Describe the circumstances, other than
an extension of the offering period, that would prompt you to delay
paying for shares and disclose the potential length of any anticipated
delay.  In addition, please confirm that any delay in payment will be
consistent with Rule 14e-1(c).
Summary Consolidated Financial Information

21. Revise to include the pro forma data for the summarized financial
information in accordance with Item 1010(c)(6) of Regulation M-A or
advise us why pro forma information reflecting the effect of the offer
is not material to shareholders who are not eligible or do not elect
to participate in the offer.

Beneficial Ownership of Directors and Executive Officers and 10% or
Greater Shareholders

22. As a separate line item, disclose the total security ownership by
officers and directors as a group pursuant to Item 403(b) of
Regulation S-K.  In addition, revise the table to disclose each
individual`s estimated share ownership assuming maximum participation
in the offer.

Where You Can Find Additional Information

23. Revise the list of filings to incorporate by reference the
company`s Form 10-QSB for the quarter ended June 30, 2004.

Closing Information

As appropriate, please revise the Schedule 13E-3 in response to these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  You should include a letter
responding to each comment, noting the location of the change in the
revised material.  If you believe a comment raised in this letter is
inappropriate or feel that no change is required, indicate your
position and the basis for that position in your response letter.  In
the absence of such response, we assume you will comply with staff
comments.  We may have additional comments based upon our receipt of
the revised materials and your response to our comments.  If the
information you provide in response to our comments materially changes
the information that you have already provided to security holders,
disseminate the revised materials in a manner reasonably calculated to
inform them of the new information.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to be
certain that they have provided all information investors require.
Since the company and its management are in possession of all facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

In addition, please be advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to our
comments on your filing.

Direct any questions to me at (202) 942-1797.  You may also contact me
via facsimile at (202) 942-9638.  Please send all correspondence to us
at the following ZIP code:  20549-0303.

								Sincerely,


								Michele M. Anderson
								Special Counsel
								Office of Mergers and
								Acquisitions