SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13E-3
AMENDMENT NO. 1

(RULE 13E-3)

TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE
 ACT OF 1934 AND RULE 13e-3 THEREUNDER

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934

HICKOK INCORPORATED
(Name of Issuer)

HICKOK INCORPORATED
(Name of Person(s) Filing Statement)

Class A Common Shares, $1.00 Par Value
(Title of Class of Securities)

428839104
(CUSIP Number of Class of Securities)

Robert L. Bauman
President and Chief Executive Officer
Hickok Incorporated
10514 Dupont Avenue
Cleveland, Ohio 44108
          (216) 541-8060         
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)

Copy to:

Edward W. Moore, Esq.
Calfee, Halter & Griswold LLP
1400 McDonald Investment Center
800 Superior Avenue
Cleveland, Ohio 44114-2688
(216) 622-8200

This statement is filed in connection with (check the appropriate box):

a. [  ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b. [  ] The filing of a registration statement under the Securities Act of 1993.

c. [X] A tender offer.

d. [  ] None of the above.

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [  ]

Check the following box if the filing is a final amendment reporting the results of the transaction: [  ]

Calculation of Filing Fee

Transaction Valuation:	Amount of Filing Fee
$100,000*	$20.00**

* Calculated solely for the purpose of determining the filing fee, based upon the odd-lot tender offer price of $10.00 per share for the eligible Common Shares, multiplied by 10,000, the estimated maximum number of shares to be purchased in the offer.

** The amount of the filing fee equals 1/50th of one percent of the value of the securities to be acquired. The filing fee was calculated pursuant to Section 13(e)(3) of the Securities Exchange Act of 1934, as amended, and Rule 0-11(b) thereunder.

[  ] Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $12.67
Filing Party: Hickok Incorporated
Form or Registration No.: Schedule 13E-3
Date Filed: August 11, 2004

INTRODUCTION

This Amendment No.1 amends and supplements the Schedule 13E-3 filed on August 11, 2004 (as amended, the "Schedule 13E-3") by Hickok Incorporated (the "Company", formerly The Hickok Electrical Instrument Co.). The Schedule 13E-3 relates to the offer to purchase for cash (the "Offer") all of the Company’s Class A common shares, $1.00 par value, held by shareholders that own 99 or fewer Common Shares as of the close of business on August 2, 2004, pursuant to the offer to purchase (the "Offer to Purchase"), dated August 11, 2004.

The purpose of this Amendment No. 1 is to extend the expiration date of the Offer from September 30, 2004 at 5:00 p.m, New York City Time, to November 15, 2004 at 5:00 p.m., New York City Time.

Except as otherwise noted below, no changes have been made to the responses to the items of the Schedule 13E-3. Items 1 and 4 of the Schedule 13E-3, which incorporate by reference the information contained in the Offer To Purchase, are amended and supplemented by adding thereto the following:

"The Offer, which was scheduled to expire at 5:00 p.m., New York City Time, on September 30, 2004, has been extended to 5:00 p.m., New York City Time, on November 15, 2004 unless the Offer is further extended or earlier terminated."

"On September 30, 2004, the Company issued a press release which announced the extension of the offer period. A copy of the press release issued by the Company on September 30, 2004 is filed herewith as Exhibit (a)(5)(A) and is incorporated herein by reference."

Item 16. Exhibits.

Item 16 of the Schedule 13E-3 is hereby amended and supplemented by adding thereto the following:

"(a)(5)(A) Press release issued by Hickok Incorporated on September 30, 2004"

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

HICKOK INCORPORATED

By: /s/ ROBERT L. BAUMAN
Name: Robert L. Bauman
Title: President and Chief Executive Officer

Dated: September 30, 2004

EXHIBIT INDEX

Exhibit No.	Description
*(a)(1)(i)	Letter of Transmittal
*(a)(1)(ii)	Form of Letter to Nominees
*(a)(1)(iii)	Form of Letter to Clients
*(a)(1)(iv)	Instructions Form for Nominees
*(a)(2)(i)	Offer Cover Letter
*(a)(2)(ii)	Offer to Purchase
(a)(5)(A)	Press release issued by Hickok Incorporated on September 30, 2004
*(b)(1)	Appraisal prepared by Loveman-Curtiss, Inc.
*(b)(2)	Fairness Opinion prepared by Loveman-Curtiss, Inc.
*previously filed

EX-99

Exhibit (a)(5)(A)

Contact:
Robert L. Bauman
HICKOK INCORPORATED
10514 Dupont Avenue
Cleveland, Ohio 44108
216/541-8060



September 30, 2004
FOR IMMEDIATE RELEASE

HICKOK INCORPORATED ANNOUNCES EXTENSION TO ODD LOT TENDER OFFER

CLEVELAND, OH, September 30, 2004 - Hickok Incorporated (HICKA.OB), today announced that it is extending to November 15, 2004 the tender offer for the purchase of all Class A common shares held by shareholders of the Company owning 99 or fewer Class A common shares. The offer was originally scheduled to expire on September 30, 2004. The $10.00 price per share of the offer has not changed; however, supplemental documents containing additional details about the Company’s decision and terms of the offer  will be mailed to all shareholders in the near future. The extended offer will expire on November 15, 2004 at 5:00 p.m., New York City Time, unless extended further.   Eligible shareholders who would like to accept the offer must tender all the shares that they own.

Information on the tender offer may be obtained free of charge on the website of the Company www.hickok-inc.com/financials or the Securities and Exchange Commission (www.sec.gov).  Questions or requests for documents may be directed to the Company toll free by calling 1-800-342-5080, Extension 454, or asking for the Shareholder Offer Desk. This press release is not an offer to purchase or a solicitation of an offer to purchase Company shares.

Hickok provides products and services primarily for the automotive, locomotive, and aircraft industries. Offerings include the development, manufacture and marketing of electronic and non-electronic automotive diagnostic products used for repair, emission testing, and nut-running electronic controls used in manufacturing processes. The Company also develops and manufactures indicating instruments for aircraft, locomotive and general industrial applications and provides repair training programs.

Certain statements in this news release, including discussions of potential deregistration of the Company’s stock, constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995.  These include statements regarding the intent, belief or current expectations of the Company and the assumptions on which these statements are based.  Prospective investors are cautioned that any such forward-looking statements are not guarantees and involve risks and uncertainties, and that future actions may differ materially from those contemplated by such forward-looking statements.  Factors which may cause future actions to differ include, but are not limited to, changes in the regulatory framework applicable to public companies as well as the risks described from time to time in Hickok's reports as filed with the SEC.

Hickok undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.  You are advised, however, to consult any future disclosure Hickok makes on related subjects in press releases and future reports to the SEC.