SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13E-3
AMENDMENT NO. 2

(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: $20.00
Filing Party: Hickok Incorporated
Form or Registration No.: Schedule 13E-3 and Amendment No. 1 to Schedule 13E-3
Date Filed: August 11, 2004 and September 30, 2004, respectively

INTRODUCTION

This Amendment No. 2 amends and supplements the Schedule 13E-3 filed on August 11, 2004 as amended by Amendment No. 1 to Schedule 13E-3 filed on September 30, 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. 2 is to amend and supplement the Schedule 13E-3.

Except as otherwise noted below, no changes have been made to the responses to the items of the Schedule 13E-3.

Item 4.        Terms of the Transaction.

(a) The information set forth in "Summary of Terms," "Questions and Answers," "Special Factors" and "Terms of the Offer" of the Offer to Purchase and in "Conditions" and "Waiver of Conditions" of the Supplement, dated October 29, 2004 (the "Supplement") to the Offer to Purchase is incorporated herein by reference.

(d) The information set forth in "Terms of the Offer - No Dissenters Rights; No Shareholder Vote" of the Offer to Purchase and in "No Dissenters’ or Appraisal Rights" of the Supplement is incorporated herein by reference Item 5.        Past Contracts, Transactions, Negotiations and Agreements.

(a)-(c) The information set forth in "Special Factors--Our Reasons for Pursuing the Offer," and "Special Factors--Recent Transactions, Negotiations and Contacts" of the Offer to Purchase and in "Background of the Board’s Determination to Pursue this Offer" and "Alternatives to this Offer" of the Supplement is incorporated herein by reference. Item 6.        Purposes of the Transaction and Plans or Proposals.

(c) The information set forth in "Summary of Terms," "Questions and Answers," "Special Factors--Purposes of the Offer" and "Special Factors--Effects of the Offer; Plans After Completing the Offer" of the Offer to Purchase and "Termination of Registration" of the Supplement is incorporated herein by reference. Except as otherwise provided in the Offer to Purchase, there are no plans, proposals or negotiations that would result in:

(i) any extraordinary transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;

(ii) any purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(iii) any material change in the present dividend rate or policy, or indebtedness or capitalization of the Company;

(iv) any change in the present board of directors or management of the Company including, but not limited to, any plans or proposals to change the number or the term of directors or to fill any existing vacancies on the board or to change any material term of the employment contract, if any, of any executive officer; or

(v) any other material change in the Company’s corporate structure or business.

Item 7.        Purposes, Alternatives, Reasons and Effects.

(a) The information set forth in "Summary of Terms," "Questions and Answers" and "Special Factors--Purposes of the Offer" of the Offer to Purchase and "Background of the Board’s Determination to Pursue this Offer" of the Supplement is incorporated herein by reference.

(b) The information set forth in "Special Factors--Our Reasons for Pursuing the Offer" of the Offer to Purchase and "Alternatives to this Offer" of the Supplement is incorporated herein by reference.

(c) The information set forth in "Summary of Terms," "Questions and Answers," "Special Factors--Purposes of the Offer" and "Special Factors--Our Reasons for Pursuing the Offer" of the Offer to Purchase and "Timing of the Offer" of the Supplement is incorporated herein by reference.

(d) The information set forth in "Summary of Terms," "Questions and Answers," "Special Factors--Purposes of the Offer," "Special Factors--Potential Adverse Effects of the Offer," "Special Factors--Effects of the Offer; Plans After Completing the Offer" and "Special Factors--Certain U.S. Federal Income Tax Considerations" of the Offer to Purchase and "Termination of Registration" of the Supplement is incorporated herein by reference. Item 8.        Fairness of the Transaction.

(a)-(f) The information set forth in "Special Factors--Our Position as to the Fairness of the Offer to Unaffiliated Shareholders" of the Offer to Purchase and "Fairness of this Offer" of the Supplement is incorporated herein by reference. Item 9.        Reports, Opinions, Appraisals and Negotiations.

(a)-(c) The Company obtained a report appraising the value of a Common Share and an opinion relating to the fairness of the consideration to be offered to security holders from Loveman-Curtiss, Inc. The information set forth in "Special Factors--Our Position as to the Fairness of the Offer to Unaffiliated Shareholders" of the Offer to Purchase and "Fairness of the Offer" of the Supplement is incorporated herein by reference. Item 11 ..     Interest in Securities of Subject Company.

(a) The information set forth in "Management Information--Beneficial Ownership of Directors and Executive Officers" of the Offer to Purchase and "Beneficial Ownership of Directors and Executive Officers and 10% or Greater Shareholders" of the Supplement is incorporated herein by reference. Item 13.      Financial Statements.

(c) The information set forth in "Summary Consolidated Financial Information" and "Where You Can Find Additional Information" of the Offer to Purchase and "Where You Can Find Additional Information" of the Supplement is incorporated herein by reference. Item 15.      Additional Information.

(b) The information set forth in the Offer to Purchase and the Supplement 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 exhibits:

(a)(3)(i)          Supplement Cover Letter
(a)(3)(ii)         Supplement
(b)(3)             Draft Appraisal prepared by Loveman-Curtiss, Inc.
(b)(4)             Draft Fairness Opinion prepared by Loveman-Curtiss, Inc.

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: October 29, 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)(3)(i)	Supplement Cover Letter
(a)(3)(ii)	Supplement
*(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.
(b)(3)	Draft Appraisal prepared by Loveman-Curtiss, Inc.
(b)(4)	Draft Fairness Opinion prepared by Loveman-Curtiss, Inc.
*previously filed

EX-99

Exhibit (a)(3)(i)

October 29, 2004

To: Holders of 99 or less Class A common shares of HICKOK stock,

Enclosed is a Supplement to the OFFER TO PURCHASE FOR CASH mailed to you on August 11, 2004. The Offer closing date has been extended to November 15, 2004. The offering price of $10.00 per share has not changed nor have other important aspects of the Offer. This Supplement to the Offer document contains additional detail regarding the Offer and about how our decisions to pursue this course of action were made.

The Offer is an opportunity for you to liquidate your investment in the Company at a higher price than recent market prices for our stock. In addition, if you were to try to sell your Hickok shares on the open market through a broker you would probably be charged additional expenses. Tendering your shares may also help the Company reduce costs and eliminate other distractions to our employees that make survival of a small company such as ours more difficult today.

Many of our small shareholders were once associated with the company as employees or friends. We have learned that some of the shareholders are deceased and their heirs don’t realize they own shares in our Company or can’t find the certificates. If you are the shareholder of record or an heir and cannot find any or all the certificates we have made it possible and simple for you to tender your shares without the certificates at no cost to you. In order to do so, you must call us so we can explain what needs to be done. Hickok has a toll free number, 1-800-342-5080. When you call ask for The Shareholder Offer Desk or simply dial extension 454 at the automated greeting. If you call, a current Hickok employee that knows what to do and is sincerely interested in helping will answer the phone.

Again, we hope that you will consider the offer. If you have any questions about this offer you are welcome to call us at the toll free number and one of Hickok's employees will address your questions.

Sincerely,

Robert L Bauman
President and CEO

EX-99

Exhibit (a)(3)(ii)

HICKOK INCORPORATED

(formerly THE HICKOK ELECTRICAL INSTRUMENT COMPANY)

SUPPLEMENT TO OFFER TO PURCHASE FOR CASH

ALL CLASS A COMMON SHARES, $1.00 PAR VALUE,
HELD BY HOLDERS OF 99 OR FEWER SHARES

This supplement to the offer to purchase for cash (this "Supplement") supplements the offer to purchase for cash dated August 11, 2004 (the "Offer Memorandum") of Hickok Incorporated (the "Company") relating to the Company’s offer to purchase for cash all of its common shares held by shareholders that own 99 or fewer Class A common shares as of the close of business on August 2, 2004, subject to the terms set forth in this Supplement, the Offer Memorandum and in all related documents. You should read this Supplement in conjunction with the Offer Memorandum. This Supplement is qualified by reference to the Offer Memorandum, except to the extent the information in this Supplement supersedes the information contained in the Offer Memorandum.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER OR THIS
 SUPPLEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE OFFER OR PASSED
 UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS SUPPLEMENT,
AND ANY REFERENCE TO THE CONTRARY IS A CRIMINAL OFFENSE

The Company is offering to purchase for cash all of its common shares held by shareholders that own 99 or fewer Class A common shares as of the close of business on August 2, 2004, subject to the terms set forth in this Supplement, the Offer Memorandum and in the related Letter of Transmittal.

The Company will pay $10.00 per Class A common share properly tendered by an eligible shareholder. Payment will be made promptly after expiration of the offer.

THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
NOVEMBER 15, 2004, UNLESS EXTENDED. WE MAY EXTEND THE OFFER AT ANY
TIME.

If you have any questions regarding the offer, please contact Hickok at 1-800-342-5080 and ask for extension 454 or the Shareholder Offer Desk. If you would like additional copies of this document, please contact Hickok at 1-800-342-5080 and ask for extension 454 or the Shareholder Offer Desk and copies will be furnished to you promptly, free of charge. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the offer.

No person has been authorized to make any recommendation on our behalf as to whether eligible shareholders should tender their shares pursuant to the offer. No person has been authorized to give any information or to make any representations in connection with the offer other than those contained in this document, the Offer Memorandum or in the Letter of Transmittal. If made or given, any recommendation or other information should not be relied upon as having been authorized by us.

PLEASE READ THIS SUPPLEMENT, THE OFFER MEMORANDUM AND ALL
RELATED DOCUMENTS BEFORE MAKING ANY INVESTMENT DECISION.

THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE MERITS OR
FAIRNESS OF THIS TRANSACTION NOR UPON THE ADEQUACY OR ACCURACY
OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Supplement is October 29, 2004.

FORWARD LOOKING STATEMENTS

This Supplement includes forward-looking statements relating to the business of the Company. Terms such as "will," "should," "plan," "intend," "expect," "continue," "believe," "anticipate" and "seek," as well as similar comments, are forward-looking in nature. These forward-looking statements, or other statements made by the Company, are made based on management's expectations and beliefs concerning future events impacting the Company and are subject to uncertainties and factors (including, but not limited to, those specified below) which are difficult to predict and, in many instances, are beyond the control of the Company. As a result, actual results of the Company could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) the Company's dependence upon a limited number of customers, including Ford Motor Company, (b) the highly competitive industry in which the Company operates, which includes several competitors with greater financial resources and larger sales organizations, (c) the acceptance in the marketplace of new products and/or services developed or under development by the Company including automotive diagnostic products, fastening systems products and indicating instrument products, (d) the ability of the Company to further establish distribution and a customer base in the automotive aftermarket, (e) the Company's ability to capitalize on market opportunities, (f) pricing pressures, and (g) overall economic, market and industry growth conditions (including, the impact that acts of terrorism may have on such conditions). We undertake no obligation to review or update these forward-looking statements or other information contained herein.

TERMINATION OF REGISTRATION

If, during or after completion of this offer, we have fewer than 300 shareholders of record, we intend to terminate the registration of our Class A common shares under the Securities Exchange Act of 1934 (the "Exchange Act") and become a private, non-reporting company. This means that we will no longer file periodic reports with the Securities and Exchange Commission (the "SEC"), including, among other things, annual reports on Form 10-KSB and quarterly reports on Form 10-QSB, and we will not be subject to the SEC’s proxy rules. Although it is unlikely that our number of shareholders would drop below 300 until after the expiration date of the offer, if, due to regular market activity, we become aware that we have fewer than 300 shareholders of record, we intend to terminate the registration of our Class A common shares under the Securities Exchange Act of 1934 and become a private, non-reporting company. Regardless of any such termination of registration, we will pay for any properly tendered eligible shares in the manner set forth in the Offer Memorandum and related documents at the conclusion of the offer.

The estimated annual savings to the Company if we terminate the registration of our Class A common shares under the Exchange Act and become a private, non-reporting company are as follows:

Outside Professional Fees:

Accounting fees related to SEC work	$45,000
Additional outside accounting for internal control compliance	$30,000
Legal fees related to SEC work	$38,000
Investor communications	$8,000
Transfer agent fees	$5,000
Stock exchange fees	$15,000
Additional insurance premiums	$11,000
News releases and public relation expenses	$4,000
Other (less than $500 per item)	$4,000
TOTAL	$160,000

In addition, the management of the Company estimated time devoted to tasks associated with public reporting is as follows:

Chief Executive Officer        Approximately 15%
Chief Financial Officer         Approximately 30%
Other managers                   Approximately  3%

After consummation of the offer, if the number of holders of the Company’s Class A common shares remains above 300, the Company will not be able to terminate its registration obligations under the Exchange Act. The offer is not expected to adversely effect the Company’s current financial condition if the Company is unable to terminate its registration obligations. If the offer is unsuccessful, compliance with requirements of the Sarbanes-Oxley Act will require management time that otherwise would be applied to the conduct of other aspects of the Company’s business and is expected to increase certain expenses an estimated $60,000 annually. The board considered these ramifications when determining to make the offer.

BACKGROUND OF THE BOARD’S DETERMINATION TO PURSUE THIS OFFER

Since 1999, the board has had discussions of whether the Company should consider a transaction that could terminate its registration obligations with regard to its Class A common shares at one and occasionally two board meetings of the four meetings the board has each year. Generally, Robert Bauman, the President and CEO, of the Company brought up the subject, although several times other directors initiated the discussion. In each instance until the December 2003 meeting many of the reasons stated in this Offer Memorandum were cited. Until recently, after some discussion, our board always determined that while there could be benefits to the Company resulting from deregistration, other issues facing the Company were deemed more important at those times and the subject was deferred for future consideration.

At the December 10, 2003 board meeting the subject was again initiated by Robert Bauman. Management had studied the impact that the Sarbanes-Oxley Act and particularly Section 404 under the Exchange Act would have on the cost of being a public company and the management time needed to incorporate the systems required. After extensive discussion and review of the findings the board determined to form an ad-hoc committee to further examine the implications and recommend a course of action. Board members Robert L. Bauman, James T. Martin, Michael L. Miller and Hugh S. Seaholm served on the ad-hoc committee.

The committee met two times prior to the scheduled February 2004 board meeting, on January 26, 2004 and February 17, 2004. At the January meeting, the committee discussed the possibility of decreasing the number of shareholders below 300 through a going private transaction, the estimated costs of such a transaction and the estimated costs of future public company compliance.

At the February 17 committee meeting, the members had additional discussions about implications to shareholders of a going private transaction. In addition, the committee discussed anecdotal information obtained by several board members and management about the experience of other companies regarding their estimates of their compliance costs, alternative compliance methods and costs of a going private transaction. Finally, the committee decided to recommend to the board that the Company seriously consider a going private transaction and that the Company should pursue additional estimates, documentation and information that would be required to make final decisions on the efficacy of such a transaction.

At the regularly scheduled board meeting on February 18, 2004, the board determined to further investigate the possibility of a reverse stock split or the offer, and directed management and the Chairman of the Audit Committee to acquire an appraisal and fairness opinion relative to a going private transaction. At that same meeting the Chairman of the Board and the Chief Executive Officer, together representing 11.0% of the Company’s Class A common shares and 48.7% of the Company’s Class B common shares, expressed that they would be opposed to considering a sale of the Company without stating reasons for their position.

During a special meeting on March 19, 2004, the board discussed meetings that representatives of the Company had with representatives of Loveman-Curtiss, Inc. ("Loveman-Curtiss") and decided to retain Loveman-Curtiss to prepare an appraisal regarding the value of the Company’s Class A common shares and a fairness opinion regarding a potential going private transaction. During the meetings between representatives of Loveman-Curtiss and representatives of the Company, preparation of the appraisal and fairness opinion was discussed as well as general information regarding the Company and its business and Loveman-Curtiss’ qualifications and experience. At the regularly scheduled board meeting on June 9, 2004, the board discussed issues related to the possible going private transaction and reviewed preliminary drafts of the appraisal and fairness opinion submitted by Loveman-Curtiss that were substantially similar to the final appraisal and fairness opinion. The final appraisal and fairness opinion contained corrections and minor adjustments not included in the preliminary drafts. No representatives of Loveman-Curtiss were present at the June 9, 2004 board meeting. At this time, the board focused on the offer as the form of the potential going private transaction.

After review of the appraisal and fairness opinion from Loveman-Curtiss, the board held a special meeting on June 30, 2004 that all members attended. The board explored a variety of possible offering prices that might cause the odd lot holders to tender their shares and also be fair to the remaining shareholders of the Company. An offering price of $10.00 per share was determined to be the price that was expected to achieve the Company’s objectives and yet not place undue strain on the Company’s finances. As discussed below in the section entitled "FAIRNESS OF THIS OFFER" and in the section of the Offer Memorandum entitled "Our Position as to the Fairness of the Offer to Unaffiliated Shareholders", the board determined that the $10.00 per share offer price was fair to both unaffiliated eligible shareholders, regardless of whether they choose to participate, and unaffiliated shareholders who are not eligible to participate in the offer. The board also felt that the $10.00 per share offer price represented a significant enough premium to recent trading prices that a number of eligible shareholders would tender their shares to the Company, perhaps enough to allow the Company to terminate the registration of its common shares under the Securities and Exchange Act of 1934. The board chose the $10.00 offer price because the board believed that a lower offer price might not allow the Company to achieve its objectives and that a higher offer price might cause the Company to spend an unreasonable amount of cash in connection with the offer.

TIMING OF THIS OFFER

The Sarbanes-Oxley Act was enacted nearly two years ago but the requirements of many of its provisions were just recently determined. As specific elements were defined and compliance deadlines set, the burden imposed on our Company became more defined. In 2003, compliance dates for certain provisions, including compliance under Section 404 of the Exchange Act were announced. The Company would not be required to fulfill certain compliance provisions until 2005. After understanding the new provisions, we estimated that the required management time to implement the necessary systems was in excess of the time that would be devoted to efforts to implement the offer. In addition, compliance was estimated to add $60,000 to the yearly expense of being a public company. These estimates were the basis for the board to again examine the best course of action for the Company and its shareholders.

Management and the board regularly review methods of reducing the Company’s expenses, including expenses associated with being a public company. The Company has substantially reduced expenses over the past five years through methods such as closing a facility in Kirkwood, Pennsylvania in 2000 and reducing staff and other expenses throughout the Company by over 20% in April 2001. The Company has always included regular reviews of operating expenses for the purpose of finding ways to reduce costs in all operations. In addition, in order to reduce expenses, the Company has undertaken a number of duties related to being a public company that in the past had been performed by outside professionals, including filing documents directly with the SEC. The Company also has implemented more thorough audit preparation procedures in order to reduce audit costs.

Enactment of the Sarbanes-Oxley Act and implementation of its provisions added additional unavoidable expenses to the cost of being a public company. As a number of the provisions of the Act were defined after enactment, the associated expenses became clearer. The board and management, in consultation with the Company’s outside professionals, regularly reviewed the effects of the Act on the Company. When the costs of compliance with the provisions of the Sarbanes-Oxley Act became clear, including Section 404, the board decided that the expense and devotion of management time to being a public company outweighed the benefits to our shareholders. Costs specifically identified as additional expenses related to compliance with the Sarbanes-Oxley Act that could not be mitigated were identified and resulted in the estimate of $60,000. When combining these additional costs with the other costs associated with being public, considering the size of our Company and historic market treatment of our stock value, the board determined that a going private transaction was the best course of action for the Company.

ALTERNATIVES TO THIS OFFER

The board briefly considered whether a transaction in which the Company would buyback all publicly held shares could be an alternative to the offer. The Company has 762,588 Class A common shares and 454,866 Class B shares that are immediately convertible to Class A common shares, aggregated for a total of 1,217,454 shares. The board estimated, based on market prices, that a buyback of all publicly held shares could cost $6,000,000 to $8,000,000, and would necessitate the Company incurring debt in the $3,000,000 to $5,000,000 range. The total cost of conducting the offer, including payment for shares and expenses, is estimated to be approximately $185,000. The board considered the high amount of debt that would need to be incurred in a buyback of all publicly held shared against the relatively small cost of the offer. In light of the recent history of the Company and the desire of the board that the Company not incur additional debt service at this time, the board determined that the more expensive option was unduly risky to the long term financial condition of the Company.

A reverse stock split was considered, however, for two main reasons the board determined not to pursue this type of transaction. First, under this alternative, odd lot shareholders would have no choice but to accept cash for their shares. Second, the board felt it unlikely a two-thirds majority vote of the Class A common holders could be obtained. This conclusion was based in part on a telephone conversation, after the Company’s February 24, 2004 news release that the board was considering a going private transaction, between Company management and a representative of Koonce Securities, Inc. ("Koonce"), who beneficially holds 26.9% of the Class A common shares, in which Koonce expressed opposition to a going private transaction. Koonce did not indicate any reasons why it opposed a going private transaction, only expressing that they felt the value of the Company would be greater remaining public. Koonce’s opposition was seriously considered by the board prior to its final determination to go forward with the offer.

FAIRNESS OF THIS OFFER

When arriving at the decision to pursue the offer, the board reviewed Company results of operations and prospects for the business and the board considered that, prior to the current year, the Company suffered losses in four out of the five previous years. One year, fiscal year 2002, we earned a modest profit. However, during this period the Company managed to maintain a strong balance sheet. During the current year, the Company is projecting a profit, however, a one time emissions program is largely responsible for the expected profit. There may be additional emissions programs opportunities in the future but such programs are subject to large uncertainties. As a result, reducing expenses is considered very important for the Company and its shareholders.

The Company has been "re-inventing" its business to reduce dependence on a few large customers and accordingly the availability of management time is considered critical to future success. After reviewing the time currently spent by management because of our public status and determining the additional time Sarbanes-Oxley Act compliance would require, the board believes that the Company and its shareholders can be better served by deregistering.

When the board considered repurchases of the common shares it considered historical and recent trading prices. In addition, the Company has not historically repurchased common shares except for infrequent purchases as a courtesy to retired employees with small holdings at the then current market price. The Company has purchased 2,296 Class A Common shares over the past two years from two retired employees for $5.75 per share. The board is sensitive to the market for our Class A common shares and often discussed market prices and trading activity during meetings. As a result, when discussing the fairness of this offer to unaffiliated shareholders the board had considerable background in the price, volatility, and volume of the historical trading of our Class A common shares. This knowledge provided the board members with the necessary background as to market history on which to base fairness considerations.

In determining the fairness of the offer, the board did not consider the net book value of the Company or the liquidation value of the Company. The board did not consider net book value or liquidation value because these values do not incorporate the fact that the Company is a going concern and ignore factors such as goodwill and intangible assets. The net book value of a Class A common share was $8.33 as of June 30, 2004. Neither the board nor management knows the current liquidation value of the Company. The board adopted Loveman-Curtiss’ valuation of no more than $4.80 per Class A common share as the going concern value of the Company, as discussed below.

As discussed on page 14 of the Offer Memorandum, in the section entitled "Our Position as to the Fairness of the Offer to Unaffiliated Shareholders.", we considered the appraisal and fairness opinion prepared by Loveman-Curtiss. The income approach utilized by Loveman-Curtiss incorporated the going concern value of the Company. Loveman-Curtiss’ conclusion in the appraisal was that the value of each Class A common share was no more than $4.80, reflecting the going concern value of the Company, and was consistent with recent prices in trading of the Class A common shares. As indicated on page 13 of the Offer Memorandum, our board considered the appraisal and fairness opinion of Loveman-Curtiss when determining the offer price and its fairness to both the odd-lot shareholders and other shareholders. The Loveman-Curtiss fairness opinion states that the offer is fair to "the Class A shareholders" without distinguishing between shareholders that sell their shares and the remaining shareholders.

The income approach utilized by Loveman-Curtiss reflects expected ownership benefits. Based on economic, industry and Company factors, the Class A common shares were valued based on cash flow to minority shareholders as independently projected by Loveman-Curtiss and assuming cost savings resulting from the offer and potential subsequent termination of the Company’s reporting obligations under the Securities and Exchange Act of 1934. The Loveman-Curtiss appraisal includes the following projections:

• Sales: grow to approximately $16.1 million in fiscal 2004, management’s plan, for which interim results are on track. Sales decline in 2005 after the Pennsylvania program ends, and then increase 10% per year, a rate in excess of the industry forecast.

• Cost of sales: at 2004 plan average of 52% of sales including the Pennsylvania program, but then rise to 54% in line with historical norms.

• Operating expense: at 2004 plan, then reducing in 2005 as the Pennsylvania program ends and rising thereafter.

• Other income: increases with revenue after 2005.

• Interest expense: none, as no borrowings are projected to be required.

• Short-term debt: none required.

• Long-term debt: none required.

• Income tax: "C" election maintained; 39% effective tax rate; $1.7 million deferred tax asset (tax loss carry forwards and credits) applied to offset pretax income and resulting tax liability.

• Shareholder equity: no dividends paid, no other distributions, investments, option exercises, or redemptions.

• Other assets and liabilities: grow with sales after 2005, except for capital expenditures equaling depreciation.

• Operating income: will average $480,000 over the next five years with significant volatility.

• Cash flow to equity: will average $179,000 over the next five years with significant volatility.

• Balance sheet strength: will increase as the Company becomes more liquid.

In preparing the appraisal, Loveman-Curtiss’ assumptions included consistent business and financial strategies, and management, economic, financial, political, regulatory and legal environment continuity. Other assumptions Loveman-Curtiss made included the sales growth rate, gross profit margins, operating expense ratios, and tax loss carry forward applications, which lead to uneven cash flows to equity, with outflows in 2005 to 2007 as the Company grows.

Loveman-Curtiss utilized a 25% discount rate to cash flow to equity with 5% long-term growth. This discount rate exceeds the limited risk United States Treasury bond rate and approaches the rate on high-risk assets like subordinated loans. Loveman-Curtiss felt that the discount rate was appropriate given the risks confronting the Company and its investors. The discount rate was based on long-term average rates of return on securities investments. Loveman-Curtiss utilized a long-term rate of return because businesses are typically managed with a long-term view. Loveman-Curtiss assumed annual cost savings from deregistration to the Company of over $100,000.

Loveman-Curtiss did not recommended the amount of consideration to be paid in the offer. The estimated aggregate compensation Loveman-Curtiss received in connection with the appraisal and fairness opinion was $8,500. Complete copies of the appraisal and fairness opinion are available on the Company’s website at http://www.hickok-inc.com/files/financial/.

The Company furnished a copy of its fiscal year 2004 strategic plan (the "Strategic Plan") to Loveman-Curtiss in connection with the appraisal. The Strategic Plan contains our product and organizational plans for fiscal year 2004 operations and a forecast for fiscal 2004 results of operations. The Strategic Plan also discusses fiscal year 2003 results, the Pennsylvania emissions program, the automotive aftermarket and the fastening controls, indicators and original equipment manufacturer markets. The Company also provided Loveman-Curtiss a revenue and expense forecast for the period from fiscal year 2005 through fiscal year 2009. Beginning on page 15 below, we have reproduced the projections developed by Loveman-Curtiss that are included in the appraisal and incorporate the Company’s projections.

In considering the fairness of the offer, our board determined that neither of the following were necessary to approve the offer:

• approval of a majority of disinterested shareholders; or
  
  
• retention by the non-employee directors of an unaffiliated representative to negotiate the terms of the offer on behalf of disinterested shareholders.

Our board determined that neither of the above procedures were necessary due to the fact that the decision to accept the offer is voluntary and that the offer price represents a significant premium to the current market price and the appraisal’s conclusion. In addition, our board considered the fairness opinion of Loveman-Curtiss. The offer was unanimously approved by our non-employee directors.

BENEFICIAL OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS AND 10%
OR GREATER SHAREHOLDERS

The following table sets forth information regarding the beneficial ownership of our common shares by each person described above, as of August 2, 2004. Except as otherwise noted, each person indicated has sole voting and investment power with respect to the securities listed.

Title of Class	Name and Business Address of Beneficial Owner	Number of Shares Beneficially Owned (1)	Percent of Class	Percent of Class After Offer(11)
Common Shares, $1.00 par value, Class A and B	Thomas F. Bauman 10514 Dupont Avenue Cleveland, Ohio 44108	16,800 Class A (2)	2.2%	2.2%
	Robert L. Bauman 10514 Dupont Avenue Cleveland, Ohio 44108	76,888 Class A (3) 116,006 Class B (4)	9.6% 25.5%	9.7% 25.5%
	Gretchen L. Hickok (5) 3445 Park East, Apt. A203 Solon, Ohio 44139	3,834 Class A 115,056 Class B	* 25.3%	* 25.3%
	Patricia H. Aplin (5) 7404 Camale Drive Pensacola, Florida 32504	4,994 Class A 118,042 Class B	* 25.9%	* 25.9%
	Koonce Securities, Inc. 6550 Rock Spring Drive Bethesda, Maryland 20817	181,639 Class A (6)	23.8%	24.0%
	T. Harold Hudson 10514 Dupont Avenue Cleveland, Ohio 44108	10,500 Class A (7)	1.4%	1.4%
	James T. Martin 10514 Dupont Avenue Cleveland, Ohio 44108	4,400 Class A (8)	*	*
	Michael L. Miller 10514 Dupont Avenue Cleveland, Ohio 44108	14,000 Class A (7)	1.8%	1.8%
	James Moreland 10514 Dupont Avenue Cleveland, Ohio 44108	3,000 Class A (8)	*	*
	Hugh S. Seaholm 10514 Dupont Avenue Cleveland, Ohio 44108	333 Class A (9)	*	*
	Janet H. Slade (5) 5862 Briar Hill Drive Solon, Ohio 44139	10,843 Class A (7) 105,762 Class B	1.4% 23.3%	1.4% 23.3%
	Gregory M. Zoloty 10514 Dupont Avenue Cleveland, Ohio 44108	18,500 Class A (10)	2.4%	2.4%
	All directors and executive officers as a group (9 persons)	155,264 Class A (12)	18.0% 48.8%	18.1% 48.8%

* Less than one percent

(1)  Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be a beneficial owner of a security if he or she has or shares voting or investment power in respect of such security or has the right to acquire beneficial ownership within 60 days. Accordingly, the amounts shown throughout this offer do not purport to represent beneficial ownership, except as determined in accordance with said Rule.

(2)   Includes 16,000 Class A common shares which Mr. Bauman, as a Named Executive Officer, has the right to acquire upon the exercise of immediately exercisable options.

(3)   Excludes 2,720 Class A common shares registered in the name of Mr. Bauman’s children, with respect to which Mr. Bauman disclaims any beneficial interest. Includes an aggregate of 34,500 Class A common shares which may be acquired by Mr. Bauman upon the exercise of immediately exercisable options. The ownership of 42,388 shares held by the Susan F. Bauman Trust is attributed to Mr. Bauman pursuant to the Securities and Exchange Commission rules.

(4)   The ownership of 116,006 Class B common shares held by the Robert L. Bauman Trust is attributed to Mr. Bauman pursuant to the Securities and Exchange Commission rules.

(5)   Daughter of the late Robert D. Hickok.

(6)   Based on a Schedule 13G/A dated February 27, 2004 filed with the Securities and Exchange Commission.

(7)   Includes 9,000 Class A common shares which the individual, as a director, has the right to acquire upon the exercise of immediately exercisable options.

(8)   Includes 3,000 Class A common shares which the individual, as a director, has the right to acquire upon the exercise of immediately exercisable options.

(9)   Includes 333 Class A common shares which the individual, as a director, has the right to acquire upon the exercise of immediately exercisable options.

(10)   Includes 18,500 Class A common shares which Mr. Zoloty has the right to acquire upon the exercise of immediately exercisable options

(11)   Assumes maximum participation in the offer.

(12)   Includes 102,333 Class A common shares the directors and executive officers of the Company have the right to acquire upon the exercise of immediately exercisable options.

CONDITIONS TO THIS OFFER

Notwithstanding any other provision of our offer, we will not be required to accept for payment, purchase or pay for any shares tendered, and may terminate or amend our offer or may postpone the acceptance for payment of, or the purchase of and the payment for shares tendered, if at any time on or after October 29, 2004 and prior to the expiration date, any of the following events occur or are determined by us to have occurred, that, in our reasonable judgment in any such case and regardless of the circumstances giving rise to the event, excluding any action or omission to act by us, makes it inadvisable to proceed with our offer or with acceptance for payment or payment for the shares in our offer:

(1) there shall have been threatened, instituted or pending before any court, agency, authority or other tribunal any action, suit or proceeding by any government or governmental, regulatory or administrative agency or authority or by any other person, domestic or foreign, or any judgment, order or injunction entered, enforced or deemed applicable by any court, authority, agency or tribunal, which:

(a) challenges or seeks to make illegal, or to delay or otherwise directly or indirectly to restrain, prohibit or otherwise affect the making of our offer, the acquisition of shares under our offer, or is otherwise related in any manner to, or otherwise affects, our offer; or

(b) could, in our reasonable judgment, materially affect the business, condition (financial or other), income, operations or prospects of us and our subsidiaries, taken as a whole, or otherwise materially impair in any way the contemplated future conduct of the business of us and our subsidiaries, taken as a whole, or materially impair our offer’s contemplated benefits (such as becoming a private, non-reporting company and related cost and management time savings) to us;

(2) there shall have been any action threatened or taken, or any approval withheld, or any statute, rule or regulation invoked, proposed, sought, promulgated, enacted, entered, amended, enforced or deemed to be applicable to our offer or us or any of our subsidiaries, by any government or governmental, regulatory or administrative authority or agency or tribunal, domestic or foreign, which, in our reasonable judgment, would or might directly or indirectly result in any of the consequences referred to in clause (a) or (b) of paragraph (1) above;

(3) the declaration of any banking moratorium or any suspension of payments in respect of banks in the United States (whether or not mandatory);

(4) any general suspension of trading in, or limitation on prices for, securities on any United States national securities exchange or in the over-the-counter market;

(5) the commencement or escalation of a war, armed hostilities or any other national or international crisis, including terrorism events, directly or indirectly involving the United States;

(6) any limitation (whether or not mandatory) by any governmental, regulatory or administrative agency or authority on, or any event that, in our reasonable judgment, might materially affect, the extension of credit by banks or other lending institutions in the United States;

(7) a 15% decrease in the market price of equity securities generally in the United States or any change in the general political, market, economic or financial conditions or in the commercial paper markets in the United States or abroad that could have, in our reasonable judgment, a material adverse effect on the business, condition (financial or otherwise), income, operations or prospects of us and our subsidiaries, taken as a whole, or on the trading in our shares;

(8) in the case of any of the foregoing existing at the time of the announcement of our offer, a material acceleration or worsening thereof; or

(9) any change or event occurs, is discovered, or is threatened to the business, condition (financial or otherwise), income, operations, or prospects of us or our subsidiaries, or in ownership of our shares, which may reasonably be deemed material and adverse to us.

The conditions listed above are for our sole benefit and we may assert those conditions regardless of the circumstances (excluding our action or inaction) that give rise to the conditions and we may, in our reasonable discretion, waive any of the conditions listed above, in whole or in part, before the expiration date. Our failure at any time to exercise any of the foregoing rights shall not be deemed a waiver of any of these rights, and each of these rights shall be deemed an ongoing right that may be asserted by us at any time prior to the expiration of our offer. However, all conditions, other than those involving the receipt of necessary government approvals, must be satisfied or waived before the expiration of our offer. Any determination or judgment by us concerning the events described above will be final and binding on all parties.

In addition, if any of the conditions listed above occur, we may delay payments to shareholders who tendered shares. In the case of the occurrence of one of the conditions listed above, we will as soon as practicable, either assert the condition and return any tendered shares and related materials or distribute payments to eligible shareholders. Completion of the offer and payment for shares despite the occurrence of one of the listed events constitutes a waiver of the condition. After the waiver of any condition, at least five business days will remain in the offer.

WAIVER OF CONDITIONS

If we waive any of the conditions of the offer or any defect or irregularity in any tender with respect to any particular shares or any particular shareholder we will waive the particular conditions with respect to all shareholders eligible to participate in the offer.

NO DISSENTERS’ OR APPRAISAL RIGHTS

Ohio law does not require that shareholders approve the offer. In addition, under Ohio law, shareholders are not entitled to exercise dissenters' or appraisal rights in connection with the offer. Our board of directors has not granted any shareholder any voting, appraisal or dissenters' rights in connection with the offer and is not aware of any other rights available to shareholders who object to the offer under Ohio law.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. We have also filed a Transaction Statement on Schedule 13E-3 with the SEC relating to the offer. You may read and copy this or any other report or information that we file with the SEC at the SEC’s Public Reference Room located at 450 Fifth Street, N.W., Washington D.C. 20549. You may also receive copies of these documents upon payment of a duplicating fee, by writing to the SEC’s Public Reference Section. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room in Washington D.C. and other locations. Our filings are also available to the public through the SEC’s web site at http://www.sec.gov and on the Company’s website at http://www.hickok-inc.com/files/financial/.

The SEC allows us to incorporate by reference into this Supplement and the Offer Memorandum information contained in our annual and quarterly reports. This means that we can disclose this information to you by referring you to other documents that we have previously filed separately with the SEC. The information incorporated by reference is considered to be a part of this offer to purchase, except for any information that is modified or superseded by information contained in this offer to purchase or any other subsequently filed document. The financial information incorporated by reference is an important part of this offer to purchase and we urge all eligible shareholders to read this financial information in its entirety before tendering their shares.

The following financial information has been filed by us with the SEC and is incorporated by reference into this Supplement and the Offer Memorandum:

1. Annual Report on Form 10-K for the fiscal year ended September 30, 2003; and

2. Quarterly Report on Form 10-QSB for the nine months ended June 30, 2004.

We incorporate by reference any additional documents that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this offer and prior to the expiration of the offer, or any extension thereof.

No person is authorized to give any information or represent anything not contained in this Supplement, the Offer Memorandum or related documents. We are only making the offer in places where offers to purchase our Class A common shares are permitted. The information contained in this offer to purchase, as well as any report or information we file with the SEC, is only current as of the date of that information. Our business, financial condition, results of operations and prospects may have changed since that date.

The documents containing information incorporated by reference into this Supplement are available from us, without exhibits unless exhibits are also incorporated by reference, without charge upon request to Hickok at 1-800-342-5080 (ask for the Shareholder Offer Desk) or by e-mail at Shareholder.Offer@Hickok-inc.com. Any documents so requested will be mailed to you by first class mail, or another equally prompt means, within one business day after your request is received.

PROJECTIONS

Below we have reproduced the projections developed by Loveman-Curtiss that are included in the appraisal and incorporate the Company’s projections. The complete copy of the appraisal is available on the Company’s website at http://www.hickok-inc.com/files/financial/.

Loveman-Curtiss  Financial  Analysis  of  the  Company’s  Forecasts
Financial			Actual  Amount					Projected  Amount
Statements	1999	2000	2001	2002	2003	2004	2005	2006	2007	2008
Sales	$18,826,827	$18,274,626	$15,261,149	$12,391,642	$11,037,946	$16,110,000	$12,750,000	$14,025,000	$15,428,000	$16,971,000
Cost  of  Sales	-$11,541,685	-$10,510,904	-$9,486,573	-$6,384,149	-$6,111,802	-$8,377,000	-$6,885,000	-$7,574,000	-$8,331,000	-$9,164,000
Gross  Profit	$7,285,142	$7,763,722	$5,774,576	$6,007,493	$4,926,144	$7,733,000	$5,865,000	$6,451,000	$7,097,000	$7,807,000
Operating  Expense	-$7,912,169	-$8,097,378	-$6,913,854	-$5,769,031	-$6,178,452	-$6,693,000	-$6,000,000	-$6,300,000	-$6,615,000	-$6,946,000
Operating  Income	-$627,027	-$333,656	-$1,139,278	$238,462	-$1,252,308	$1,040,000	-$135,000	$151,000	$482,000	$861,000
Net  Other	$51,527	-$440,381	$40,929	$30,850	$49,895	$60,000	$60,000	$66,000	$73,000	$80,000
Interest  Expense	-$68,171	-$60,367	-$49,057	-$7,706	-$3,243	$0	$0	$0	$0	$0
Non-Operating  Income	-$16,644	-$500,748	-$8,128	$23,144	$46,652	$60,000	$60,000	$66,000	$73,000	$80,000
Pretax  Income	-$643,671	-$834,404	-$1,147,406	$261,606	-$1,205,656	$1,100,000	-$75,000	$217,000	$555,000	$941,000
Income  Taxes	$375,500	$423,800	$485,300	-$17,200	$471,000	-$429,000	$29,000	-$85,000	-$216,000	-$366,000
Net  Income	-$268,171	-$410,604	-$662,106	$244,406	-$734,656	$671,000	-$46,000	$132,000	$339,000	$575,000
Dividends	-$119,975	$0	$0	$0	$0	$0	$0	$0	$0	$0
Sales  Growth  Rate  [%]		-2.9	-16.5	-18.8	-10.9	46.0	-20.9	10.0	10.0	10.0
Cash	$533,579	$313,553	$576,664	$2,261,774	$2,365,971	$3,153,000	$3,078,000	$2,832,000	$2,879,000	$3,260,000
Receivables	$3,377,291	$3,020,754	$3,190,930	$2,420,614	$1,697,549	$1,900,000	$1,900,000	$2,090,000	$2,299,000	$2,529,000
Inventories	$5,708,098	$5,860,217	$3,994,347	$3,291,328	$3,291,328	$3,800,000	$3,500,000	$3,850,000	$4,235,000	$4,659,000
Other	$567,093	$697,241	$263,069	$818,906	$178,781	$175,000	$175,000	$193,000	$212,000	$233,000
Current	$10,186,061	$9,891,765	$8,025,010	$8,792,622	$7,533,629	$9,028,000	$8,653,000	$8,965,000	$9,625,000	$10,681,000
Net  Fixed	$2,225,253	$1,947,843	$1,632,386	$1,462,068	$1,265,984	$1,200,000	$1,200,000	$1,200,000	$1,200,000	$1,200,000
Other	$1,870,826	$1,927,001	$2,520,157	$2,048,692	$1,580,450	$1,151,000	$1,180,000	$1,095,000	$879,000	$513,000
Assets	$14,282,140	$13,766,609	$12,177,553	$12,303,382	$10,380,063	$11,379,000	$11,033,000	$11,260,000	$11,704,000	$12,394,000
Short  Debt	$232,616	$708,128	$40,128	$11,334	$0	$0	$0	$0	$0	$0
Payables	$682,950	$401,806	$314,163	$374,024	$294,216	$300,000	$300,000	$330,000	$363,000	$399,000
Other	$797,345	$858,598	$828,115	$687,252	$628,273	$950,000	$650,000	$715,000	$787,000	$866,000
Current	$1,712,911	$1,968,532	$1,182,406	$1,072,610	$922,489	$1,250,000	$950,000	$1,045,000	$1,150,000	$1,265,000
Long  Debt	$417,928	$155,855	$8,781	$0	$0	$0	$0	$0	$0	$0
Other	$41,500	$0	$0	$0	$0	$0	$0	$0	$0	$0
Equity	$12,109,801	$11,642,222	$10,986,366	$11,230,772	$9,457,574	$10,129,000	$10,083,000	$10,215,000	$10,554,000	$11,129,000
Liabilities  &  Equity	$14,282,140	$13,766,609	$12,177,553	$12,303,382	$10,380,063	$11,379,000	$11,033,000	$11,260,000	$11,704,000	$12,394,000

The Depositary for the Offer is:

By Mail:	By Facsimile Transmission:	By Hand or Overnight Courier:
Computershare Trust Company of New York Wall Street Station P.O. Box 1010 New York, NY 10268-1010	For Eligible Institutions Only: (212) 701-7636 For Confirmation Only Telephone: (212) 701-7600	Computershare Trust Company of New York Wall Street Plaza 88 Pine Street, 19th Floor New York, NY 10005

Additional copies of this Supplement, the Offer Memorandum, the acceptance card or other offer materials may be obtained from Hickok at 1-800-342-5080 (ask for the Shareholder Offer Desk) or by e-mail at Shareholder.Offer@Hickok-inc.com.

Questions and requests for assistance with the tender procedures also should be directed to Hickok at 1-800-342-5080 (ask for the Shareholder Offer Desk) or by e-mail at Shareholder.Offer@Hickok-inc.com.

EX-99

Exhibit (b)(3)

LOVEMAN-CURTISS, INC.
WE VALUE YOUR BUSINESS

3550 Lander Road, Suite 160, Pepper Pike, Ohio 44124-5727
Vox 216-831-1795 Fax 216-514-4471

randmcurtiss@juno.comcurtiss.com

Headquarters of the American Business Appraisers National Network

businessval.com

DRAFT
June 9, 2004

Board of Directors
Hickok Incorporated
10514 Dupont Avenue
Cleveland, Ohio 44108-1399
Vox: 216-541-8060
Fax: 216-761-9879
jtmltd@aol.com

You retained us to appraise the marketable (as if freely tradable) minority fair market value of one share of the Class A common stock of Hickok Incorporated (the "Company"), an Ohio "C" Corporation, on a fully diluted basis. The Company manufactures automotive diagnostic tools and equipment, indicators and gauges. Its stock trades over the counter. This appraisal is as of June 9, 2004. It is intended to assist the Company's Board of Directors in establishing a tender offer price for all outstanding Class A odd-lot shares. Once the Board has established that price, we will issue an opinion as to its fairness from a financial point of view to the odd-lot shareholders.

The U.S. economy is expected to grow slowly with low inflation and gradually rising interest rates. Automotive aftermarket demand is growing slowly as the number of vehicles grows and ages. The industry is fragmented and growing slowly. The economic and industry environments entail moderate risks. The Company's business risk is high, as it must develop new products and marketing techniques to grow and diversify. Its financial risk is very low, as it is liquid and unlevered.

We considered three value approaches. The Market Approach reflects sales of similar enterprises. We were unable to find comparable public or private companies, but of course considered historical Company stock price trends. The Income Approach reflects expected ownership benefits. Based on economic, industry and Company factors, the equity was valued based on cash flow to minority shareholders as independently projected by us and assuming cost savings resulting from the tender offer and subsequent deregistration of the Company's shares. The Asset Approach was not used. Its liquidation premise belies the Company's going concern status. A minority shareholder cannot force liquidation. The value conclusion met reasonability tests.

The subject interest's marketable minority fair
market value is not greater than $4.80 per share.

This value conclusion has five crucial premises:

• It values the interest including all Company assets and liabilities. Asset sale prices are transaction-specific.
• It values it at the most probable price willing buyers and sellers would negotiate, not that of specific buyers or sellers.
• It values a minority interest, whose value is reduced due to lack of control.
• It values a marketable interest, whose value is not reduced due to lack of liquidity.
• It is valid only for the stated purpose, use and date and depends on the attached report.

We have valued over 2,000 businesses for taxation, transaction and litigation purposes. Rand M. Curtiss earned the Master Certified Business Appraiser (MCBA) designation from The Institute of Business Appraisers, Inc. (IBA). He is a Life Member and a Member of its College of Fellows (FIBA). He earned two Accredited Senior Appraiser (ASA) designations from the American Society of Appraisers (in Business Valuation and Appraisal Review & Management). He is the only individual holding all of these designations. He serves on IBA's peer review committees. He chairs the American Business Appraisers National Network. He is an accredited panelist with the American Arbitration Association. He publishes, speaks, and teaches extensively. From 1974 to 1986, he held financial and management positions with The Boston Company, AmeriTrust Company, Progressive Corporation and The Standard Oil Company. He earned a Bachelor of Arts degree in Economics (cum laude) from Princeton University and a Master of Business Administration degree in Finance and Accounting (with distinction) from the Harvard Graduate School of Business Administration. He is a Professional Fellow of the Weatherhead School of Management of Case Western Reserve University.

I certify to the best of my knowledge and belief that:

• The statements of fact contained in this report are true and correct.
• The analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions.
• They are my personal, impartial and unbiased professional analyses, opinions and conclusions.
• I have no present or prospective interest in the property that is the subject of this report.
• I have no personal interest or bias with respect to the subject interest or the parties involved.
• My compensation for completing this assignment is not contingent upon developing or reporting a predetermined value or direction of value favoring the cause of the client; the value amount; the attainment of a stipulated result; or a subsequent event related to the intended use of this appraisal.
• No one provided me significant professional assistance.
• My analyses and conclusions were developed and this report was prepared in conformity with the Uniform Standards of Professional Appraisal Practice of The Appraisal Foundation, which require competency, objectivity, accuracy and full disclosure.
• I did not inspect the subject property (an intangible asset), but interviewed management and toured the facilities.
• I used my best efforts to comply with the Business Appraisal Standards and Code of Ethics of The Institute of Business Appraisers, Inc. and the Business Valuation Standards, Principles of Appraisal Practice and Code of Ethics of the American Society of Appraisers.
• I am fully compliant with these societies' mandatory recertification and continuing education programs.
• I am a qualified, practicing appraiser subject to significant penalties for false or fraudulent valuation statements.
• I will protect the confidentiality of this engagement by not disclosing data obtained during it, its results or its occurrence. The only exceptions are as authorized by you or as required by law enforcement agencies and professional peer review.

Very truly yours,

Rand M. Curtiss, FIBA, MCBA, ASA, ASA

College of Fellows, The Institute of Business Appraisers, Inc.
Master Certified Business Appraiser, The Institute of Business Appraisers, Inc.
Accredited Senior Appraiser, Business Valuation, American Society of Appraisers
Accredited Senior Appraiser, Appraisal Review & Management, American Society of Appraisers
President, Loveman-Curtiss, Inc.
Chair, American Business Appraisers National Network

Overview

This section defines value parameters, factors, data sources, assumptions, and limitations.

Parameters

This appraisal reflects a going concern premise in highest and best use (that creating the greatest economic benefit): as a manufacturer of automotive aftermarket diagnostic and related equipment, at the marketable minority level of value. The Company's stock trades over the counter, but its market is thin.

Revenue Ruling 59-60 (Valuing Closely Held Stock) defines fair market value as the price at which a property would transact between a willing buyer and seller, neither compulsed, and both reasonably informed, able and willing to trade. Fair market value is hypothetical, assuming a perfect market and:

• Hypothetical, not specific actual, willing buyers and sellers with identical alternatives: owning this or similar interests based on analyses of relevant factors, risks and returns.
• Arms-length transactions between parties with opposite interests for cash-equivalent consideration. Parties wanting artificially high / low prices fail this test. Transactions forced by agreements, bankruptcy or coercion due to regulatory / legal changes, deadlines, obsolescence, alternative investments or charity may not reflect fair market value. Neither may incomplete transactions such as unaccepted offers or unexercised options.
• Typical motivations based on common knowledge and unbiased by individual circumstances. The fair market buyer is "financial," contributing only capital, not "strategic," with special expertise or a business fit.
• Most likely markets including other owners, the entity, public markets, financial and strategic buyers. or liquidation. Public markets, strategic buyers and liquidation are ruled out by the entity's size, the fair market value standard and going concern premise. Sales to the entity, other owners or financial buyers are equally likely.
• Objective evidence based on data sufficient for statistical confidence. Subjective considerations are irrelevant.
• Facts available: Only those known or reasonably knowable as of the valuation date are considered. Subsequent events that indicate but do not affect value may be relevant.

Factors

Revenue Ruling 59-60 requires consideration of and we analyzed:

• The nature / history of the business: The Company has operated since 1910 and has been publicly but thinly traded since 1959. Only the last five years were relevant due to its restructuring to reduce focus on automotive OEM and increase focus on aftermarket customers.
• The economic and industry outlooks:  Long-term projections envision slow growth, low inflation, gradually rising interest rates and few major risks. The industry is fragmented and growing slowly.
• Book value: This measures depreciated historical cost, not market value. It assumes liquidation, which contradicts the going concern premise. It ignores goodwill and intangible asset values. It is irrelevant.
• Financial condition: The Company is unprofitable, liquid, and unlevered.
• Earning capacity: We used cash flow to equity, the annual change in cash before dividends. It adjusts profits for non-cash items, capital outlays, asset purchases / sales, and changes in working capital, debt and other liabilities.
• Dividend-paying capacity: Cash flow to equity is available for dividends and measures this directly. The Company is a "C" corporation, for which cash flow to equity and dividend (distribution)-paying capacity are identical. Minority shareholders, however, cannot force dividends to be paid; the Company has not paid dividends since 2000.
• Whether the enterprise has goodwill or intangible value: These were not valued separately.
• Past sales of interests: Historical stock price trends were considered.
• Block size: A 1-share marketable minority Class A equity interest was valued.
• Market prices of interests in entities engaged in similar lines of business: We searched for comparable companies but found none.

We also considered these Revenue Rulings:

• 65-193 (Intangible Assets): Inapplicable
• 66-49 (Charitable Donations): Inapplicable
• 68-609 (Excess Earnings "Formula Method"): Inapplicable
• 77-287 (Lack of Marketability): Cited below
• 83-120 (Preferred Stock): Inapplicable
• 93-12 (Minority Discounts): Cited below

Sources

We used audited GAAP-basis financial statements for the fiscal years ending September 30, 1999 - 2003, subsequent Company SEC filings and public announcements, a confidential 2004 Strategic Plan, other information from management and advisors, a facilities tour, our and public libraries and data, trade associations and publications, online services, market participants and other professionals.

Assumptions

Certain assumptions materially influence the valuation conclusion:

• Consistent business and financial strategies: The Company will maintain current policies.
• Management continuity: The Company will remain under the current / planned owners' control.
• Economic, financial, political, regulatory and legal environment continuity: There will be no major changes.
• No undisclosed Company assets / liabilities: Management represented full disclosure.

Conditions

This appraisal is subject to the following:

• We are not a law firm. Legal issues are considered from a lay perspective. If such matters are material, legal counsel must be obtained. We reviewed cited documents to estimate their value impact. We relied upon representations that no laws or regulations uniquely affect the Company.
• This valuation is not a factual finding. It is an opinion supported by research, analysis, and judgment. Its acceptance by others is not guaranteed.
• Information disclosed is that necessary and relevant to support the conclusion. None was knowingly withheld. There is no guarantee that all relevant data were disclosed to us. This report used information believed to be reliable. We did not confirm or guarantee its validity, accuracy or completeness.
• We are not an accounting firm and did not determine if Company accounting violates generally accepted principles or tax reporting requirements or if there are irregularities, misrepresentations or fraud.
• We render no opinion of title. This appraisal assumes unencumbered ownership in the highest form.
• The signer is not required to give testimony or deposition without prior arrangements.
• Possession of this report grants no publication rights without our written consent.
• This report was completed in your employ on a non-advocacy basis. Nothing in it replaces any party's independent judgment, due diligence, or decision to seek professional counsel.
• We assumed no hazardous / environmentally unsafe materials are on / in the property and are not responsible for them.
• Neither this opinion of value nor this report constitutes advice for any specific action.
• Values are per data available as of the report date. If new data become available, we reserve the right to update this report and conclusion.

The Economy

This section reviews the outlook for slow growth, low inflation, stable profitability, gradually rising interest rates, and moderate levels of business and financial risk. National conditions are the principal Company performance drivers.

The following sources were consulted:

Governmental Authorities

• U.S. Congressional Budget Office [Semi-Annual Reports]
• Federal Reserve Bank [Beige Book, Economic Trends]
• State of Ohio Department of Strategic Services [Annual Reports]
• Greater Cleveland Growth Association [Annual Fact Book]

Financial and Related Media

• The New York Times
• The Wall Street Journal
• The Economist Magazine
• Forbes Magazine
• Crain's Cleveland Business
• The Cleveland Plain Dealer

Global

Long-term conditions are favorable. Capitalism, open economies, free trade, public equity ownership, political centrism and democracy are increasingly accepted, despite terrorist disruptions. Requirements for security and financial integrity are mitigating desires for reduced regulation and increased liberty due to technological innovation and higher education levels.

Short-term prospects are risky. The world's major economies, North America, Europe, and East Asia, accounting for almost 80% of global output, are recovering. Low-cost producers in Eastern Europe and Asia are strongly competitive with them. Inflation is subdued. Monetary and fiscal policies are stimulative. Market, business and consumer psychology are improving.

Four trends have significant implications:

• Growth: The consensus forecast is 2% annual real growth.
• Inflation: Annual increases under 2% are expected.
• Interest rates: Gradual increases will occur.
• Technology: Along with increasing productivity, telecomputing innovations and freer trade have linked global markets. National economies are increasingly synchronous. The digital economy has led to lower inventories and declining cyclicality.

National

The economy is recovering strongly. With low interest rates and budget deficits, economic policy is strongly stimulative. Excess capacity is pervasive. Consumer spending is strong for durables and housing. Corporate investment is rising, as are inventories. Record gains in productivity have led to strong gains in profits and margins. Foreign capital inflows have increased dramatically. Stock prices are recovering, as is merger and acquisition activity. Bank credit is increasing. Unemployment persists, and is a major political issue. Inflation is dormant.

The long-term outlook envisions less pronounced inventory cycles and services rising relative to gross domestic product; they now account for over 80% of non-farm employment.

The four most important trends concern:

• Growth: The latest surveys forecast 5% real GDP and industrial production growth. Productivity will rise 4%. Consumer spending and business investment, accounting for 85% of national income, will slowly rise, as will business investment. The negative trade balance will persist.
• Inflation: Recent forecasts project 1.5 to 2% inflation. 
• Interest rates will rise slowly, based on recent Federal Reserve policy indications.
• Technology: the Internet is displacing traditional commercial mechanisms, transforming bricks and mortar capital into an economy based on information and telecommunications.

Regional

The Fourth Federal Reserve District (Ohio, western Pennsylvania, eastern Kentucky, and northern West Virginia) forecast is similar. The Survey of Midwest Manufacturing Companies by The Fairport Group reports steady steel and auto production, upon which the region depends.

State

The Ohio outlook mirrors the preceding. Population growth is lagging most states. The economy will track national trends. Unemployment is 6.2%, per recent issues of Crain's Cleveland Business.

Local

The Greater Cleveland Growth Association forecasts the economy of the Cleveland-Akron Consolidated Metropolitan Area, an eight-county region. It projects the area's population declining by a few percentage points over the next decade with no change in the number of households. Disposable personal income and retail sales will grow 5% annually. Per Crain's, Cuyahoga County unemployment is 4.2%, but jobs declined in manufacturing, distribution, and construction, almost offset by increases in finance, services, transportation, and government. Cleveland's unemployment rate is 9.9%. The Purchasing Management Association of Cleveland reports stable production, employment and new orders. Recent consumer price inflation has been under 2%. Employment will grow 2% annually, with gains in legal, engineering and management services. Labor costs will remain below national averages, with 2% annual increases per the most recent Crain's survey.

Implications

Economic considerations imply the following for the Company's valuation:

• Growth: 3-4% real plus 1-2% inflation
• Profitability: stable margins
• Financing cost: gradually rising interest rates
• Business risk (the volatility of earnings and cash flow): moderate
• Financial risk (the risk of running out of cash): moderate

The Industry

This section profiles the industrial precision measurement industry, in which the Company occupies a small and highly specialized niche. Growth will be slow with low inflation, stable profitability, and financing costs, and low business and financial risk. Information is per First Research Corporation's June 1, 2004 industry reports.

The Company derives almost 90% of its revenues from the automotive industry. It historically served the original equipment manufacturer (OEM) market, but due that market's consolidation, along with several other unfavorable trends, it is now targeting the aftermarket. The Company's Standard Industrial Classification Code, 3823, and its NAICS Code, 334513, categorize it as participating in a segment of the medical equipment industry, which it does not serve, and which would thus be an inappropriate market benchmark for valuation purposes. An extensive search for appropriate industry data considered:

1. The general manufacturing industry, which was too broad to be of use;
2. Several technology-based industries, which were inappropriate because the pace of innovation in those industries far exceeds that in the Company's niche (although innovation is requisite for its growth);
3. The automotive aftermarket industry, which is primarily composed of parts and service providers, rather than precision measurement equipment manufacturers, and was thus not appropriate.

A synthesis of the trends relevant to the Company's industry, based on the preceding research, indicates that:

1. The demand for precision measurement equipment will grow steadily, but cyclically with the economy, as upgrades of existing equipment can be deferred during recessions.
2. Research and development costs for new equipment are rising rapidly as new technologies are developed and applied. For smaller companies, these costs can forestall innovation, and the risks of patent infringement are increasing.
3. The industry is highly fragmented, with many small specialty producers like the Company serving very specific customer types.
4. Competition is generally based on either innovation for higher-technology applications or low-cost manufacturing for lower-technology products.
5. Marketing expenses are increasing, as manufacturers increasingly rely on multiple channels of distribution, some more direct than others, to reach different customer groups. E-commerce has met with limited success, as the specialized nature of precision equipment and customers' requirements require more personal sales efforts.
6. The manufacturing industry is consolidating in response to its customers' consolidation.
7. Many manufacturers are attempting to develop low-cost, less capital intensive devices to meet customer needs.

Implications

Industry considerations imply the following for the Company's valuation:

• Growth: 3% real, 2% nominal per year, consistent with the general economy
• Profitability: stable margins
• Financing cost: stable interest rates
• Business risk: moderate
• Financial risk: moderate

The Company

This section summarizes the Company's operating and financial status. It is expected to grow slowly with stable profitability, low financing costs and moderate business and financial risks.

Products

The Company's primary products in terms of revenue generation are handheld automotive systems diagnostic equipment such as probes, leads, controls, and various kits for computer software, electronic, hydraulic, and mechanical systems. It also makes precision indicating instruments and gauges for aircraft and locomotive, and fasteners for other industrial applications. New products, which require high levels of engineering capability to design and validate, are essential to its growth, and recent innovations have included emission control testing equipment. As the Company diversified away from automotive OEM customers, it has developed multiple new channels of distribution and enhanced product packaging and support to serve specific after-market segments.

Presently, about 85% of revenue is automotive related, of which two-thirds are derived from electronic products and the balance from mechanical products. Approximately one-third of revenue is generated from automotive OEMs with the balance from non-automotive-dealership repair shops.

Operations

The Company operates from an office-manufacturing facility in Cleveland, Ohio, which it has owned for over 30 years, but is relatively modern, along with a second plant in Greenwood, Mississippi leased through 2061 at a favorable rate. Its workforce is non-unionized and primarily performs light assembly work.

Performance

Sales declined each year since 1999 as the Company lost ground in the automotive OEM business, and began to diversify away from it. Gross profit margins fluctuated between 38 and 48%, averaging 42%. Operating expenses, many of which are fixed, declined more slowly than revenues, and increased from 42% of sales to 56%. As a result, operating income was negative in four of the last five years, with a small profit in fiscal 2002. Net other income was small except for fiscal 2000, during which a large one-time restructuring expense was recorded. Interest expense, small to begin with, decreased as the Company eliminated all of its funded debt. Because of all of these factors, net losses were incurred in four of the past five years.

The Company's balance sheet was stable and very conservative. Acquisition goodwill was written off entirely in 2003. The Company maintains a significant excess cash balance, receivables are 56 days, inventories are valued first-in first-out (although they have risen relative to sales, resulting in slower turnover) and there are significant tax loss carry forwards. Current assets represent over 70% of total assets. Debt is now zero. Equity accounts for over 90% of total capital.

Operations provided positive cash flow each year except for 2000. Cash flow to equity averaged $458,000 per year.

The following comparisons are reproduced under Risk Management Association license for NAICS Code 334513, "Industrial Instruments for Measurement, Display, and Control of Process Variables." The sample covered over 300 companies of similar size ($10-$25 million in sales). Company margins, rates of return and debt coverage were below the industry norm due to the losses, turnover was comparable, and liquidity and leverage were superior. This indicates low financial risk.

The Company has downsized because of its move away from automotive OEM business and is struggling to diversify. It has become extremely financially conservative, eliminating its debt and stockpiling cash, and is positioned to grow if its new products and marketing plans are successful.

Adjustments

Extraordinary items are unusual (not part of normal operations), non-recurring (not expected again) and irrelevant. There were none during the years analyzed except for the restructuring expense and other accounting adjustments, all of which were treated as non-operating items. Adjustments for items treated differently for accounting and valuation purposes were immaterial. The resulting cash flow was available to minority shareholders, so no discount for lack of control was taken in our later analysis.

Projections

This forecast, prepared independently but verified for reasonability by management, reflects the preceding analyses:

• Sales: grow to approximately $16.1 million in fiscal 2004, management's plan, for which interim results are on track.  Sales decline in 2005 after the Pennsylvania program ends, and then increase 10% per year, a rate in excess of the industry forecast.
• Cost of sales: at 2004 plan average of 52% of sales including the Pennsylvania program, but then rise to 54% in line with historical norms.
• Operating expense: at 2004 plan, then rising in 2005 as the Pennsylvania program ends and thereafter.
• Other income: increases with revenue after 2005.
• Interest expense: none, as no borrowings are projected to be required.
• Short-term debt: none required.
• Long-term debt: none required.
• Income tax: "C" election maintained; 39% effective tax rate; $1.5 million deferred tax asset (tax loss carry forwards and credits) applied to offset pretax income and resulting tax liability.
• Shareholder equity: No dividends paid, no other distributions, investments, option exercises, or redemptions.
• Other assets and liabilities: grow with sales after 2005.

The critical assumptions are the sales growth rate, gross profit margins, operating expense ratios, and tax loss carry forward applications, which lead to uneven cash flows to equity, with outflows in 2005 - 2007 as the Company grows. The forecast shows that:

• Operating income: will average $480,000 over the next five years with significant volatility
• Cash flow to equity: will average $99,000 over the next five years with significant volatility
• Balance sheet strength: will increase as the Company becomes more liquid

Historical and projected financial statements and diagnostics appear on the following page.

Financial			Actual  Amount					Projected  Amount					Actual  Percent					Projected  Percent			5-Year  Average
Statements	1999	2000	2001	2002	2003	2004	2005	2006	2007	2008	1999	2000	2001	2002	2003	2004	2005	2006	2007	2008	Actual	Projected
Sales	18,826,827	18,274,626	15,261,149	12,391,642	11,037,946	16,110,000	12,750,000	14,025,000	15,428,000	16,971,000	100	100	100	100	100	100	100	100	100	100	15,158,000	15,057,000
Cost  of  Sales	(11,541,685)	(10,510,904)	(9,486,573)	(6,384,149)	(6,111,802)	(8,377,000)	(6,885,000)	(7,574,000)	(8,331,000)	(9,164,000)	(61)	(58)	(62)	(52)	(55)	(52)	(54)	(54)	(54)	(54)	(8,807,000)	(8,066,000)
Gross  Profit	7,285,142	7,763,722	5,774,576	6,007,493	4,926,144	7,733,000	5,865,000	6,451,000	7,097,000	7,807,000	39	42	38	48	45	48	46	46	46	46	6,351,000	6,991,000
Operating  Expense	(7,912,169)	(8,097,378)	(6,913,854)	(5,769,031)	(6,178,452)	(6,693,000)	(6,000,000)	(6,300,000)	(6,615,000)	(6,946,000)	(42)	(44)	(45)	(47)	(56)	(42)	(47)	(45)	(43)	(41)	(6,974,000)	(6,511,000)
Operating  Income	(627,027)	(333,656)	(1,139,278)	238,462	(1,252,308)	1,040,000	(135,000)	151,000	482,000	861,000	(3)	(2)	(7)	2	(11)	6	(1)	1	3	5	(623,000)	480,000
Net  Other	51,527	(440,381)	40,929	30,850	49,895	60,000	60,000	66,000	73,000	80,000	0	(2)	0	0	0	0	0	0	0	0	(53,000)	68,000
Interest  Expense	(68,171)	(60,367)	(49,057)	(7,706)	(3,243)	0	0	0	0	0	(0)	(0)	(0)	(0)	(0)	0	0	0	0	0	(38,000)	0
Non-Operating  Income	(16,644)	(500,748)	(8,128)	23,144	46,652	60,000	60,000	66,000	73,000	80,000	(0)	(3)	(0)	0	0	0	0	0	0	0	(91,000)	68,000
Pretax  Income	(643,671)	(834,404)	(1,147,406)	261,606	(1,205,656)	1,100,000	(75,000)	217,000	555,000	941,000	(3)	(5)	(8)	2	(11)	7	(1)	2	4	6	(714,000)	548,000
Income  Taxes	375,500	423,800	485,300	(17,200)	471,000	(429,000)	29,000	(85,000)	(216,000)	(366,000)	2	2	3	(0)	4	(3)	0	(1)	(1)	(2)	348,000	(213,000)
Net  Income	(268,171)	(410,604)	(662,106)	244,406	(734,656)	671,000	(46,000)	132,000	339,000	575,000	(1)	(2)	(4)	2	(7)	4	(0)	1	2	3	(366,000)	334,000
Dividends	(119,975)	0	0	0	0	0	0	0	0	0	(1)	0	0	0	0	0	0	0	0	0	(24,000)	0
Sales  Growth  Rate  [%]		(2.9)	(16.5)	(18.8)	(10.9)	46.0	(20.9)	10.0	10.0	10.0	58.0	51.0	42.0	7.0	39.0	39.0	39.0	39.0	39.0	39.0	Tax  Rate  [%]	39.0
Cash	533,579	313,553	576,664	2,261,774	2,365,971	3,153,000	3,078,000	2,712,000	2,627,000	2,863,000	4	2	5	18	23	28	28	24	22	23	1,210,000	2,887,000
Receivables	3,377,291	3,020,754	3,190,930	2,420,614	1,697,549	1,900,000	1,900,000	2,090,000	2,299,000	2,529,000	24	22	26	20	16	17	17	19	20	20	2,741,000	2,144,000
Inventories	5,708,098	5,860,217	3,994,347	3,291,328	3,291,328	3,800,000	3,500,000	3,850,000	4,235,000	4,659,000	40	43	33	27	32	33	32	34	36	38	4,429,000	4,009,000
Other	567,093	697,241	263,069	818,906	178,781	175,000	175,000	193,000	212,000	233,000	4	5	2	7	2	2	2	2	2	2	505,000	198,000
Current	10,186,061	9,891,765	8,025,010	8,792,622	7,533,629	9,028,000	8,653,000	8,845,000	9,373,000	10,284,000	71	72	66	71	73	79	78	79	80	83	8,886,000	9,237,000
Net  Fixed	2,225,253	1,947,843	1,632,386	1,462,068	1,265,984	1,200,000	1,200,000	1,320,000	1,452,000	1,597,000	16	14	13	12	12	11	11	12	12	13	1,707,000	1,354,000
Other	1,870,826	1,927,001	2,520,157	2,048,692	1,580,450	1,151,000	1,180,000	1,095,000	879,000	513,000	13	14	21	17	15	10	11	10	8	4	1,989,000	964,000
Assets	14,282,140	13,766,609	12,177,553	12,303,382	10,380,063	11,379,000	11,033,000	11,260,000	11,704,000	12,394,000	100	100	100	100	100	100	100	100	100	100	12,582,000	11,554,000
Short  Debt	232,616	708,128	40,128	11,334	0	0	0	0	0	0	2	5	0	0	0	0	0	0	0	0	198,000	0
Payables	682,950	401,806	314,163	374,024	294,216	300,000	300,000	330,000	363,000	399,000	5	3	3	3	3	3	3	3	3	3	413,000	338,000
Other	797,345	858,598	828,115	687,252	628,273	950,000	650,000	715,000	787,000	866,000	6	6	7	6	6	8	6	6	7	7	760,000	794,000
Current	1,712,911	1,968,532	1,182,406	1,072,610	922,489	1,250,000	950,000	1,045,000	1,150,000	1,265,000	12	14	10	9	9	11	9	9	10	10	1,372,000	1,132,000
Long  Debt	417,928	155,855	8,781	0	0	0	0	0	0	0	3	1	0	0	0	0	0	0	0	0	117,000	0
Other	41,500	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	8,000	0
Equity	12,109,801	11,642,222	10,986,366	11,230,772	9,457,574	10,129,000	10,083,000	10,215,000	10,554,000	11,129,000	85	85	90	91	91	89	91	91	90	90	11,085,000	10,422,000
Liabilities  &  Equity	14,282,140	13,766,609	12,177,553	12,303,382	10,380,063	11,379,000	11,033,000	11,260,000	11,704,000	12,394,000	100	100	100	100	100	100	100	100	100	100	12,582,000	11,554,000
Net  Income		(410,604)	(662,106)	244,406	(734,656)	671,000	(46,000)	132,000	339,000	575,000											(391,000)	334,000
Receivables  (Inc)  Dec		356,537	(170,176)	770,316	723,065	(202,451)	0	(190,000)	(209,000)	(230,000)											420,000	(166,000)
Inventories  (I)  D		(152,119)	1,865,870	703,019	0	(508,672)	300,000	(350,000)	(385,000)	(424,000)											604,000	(274,000)
Other  Curr.  Ass.  (I)  D		(130,148)	434,172	(555,837)	640,125	3,781	0	(18,000)	(19,000)	(21,000)											97,000	(11,000)
Short  Debt  I  (D)		475,512	(668,000)	(28,794)	(11,334)	0	0	0	0	0											(58,000)	0
Payables  (I)  D		(281,144)	(87,643)	59,861	(79,808)	5,784	0	30,000	33,000	36,000		Indicator		Rating	Var.	Component  Ratios					(97,000)	21,000
Other  Curr.  Liab.  I  (D)		61,253	(30,483)	(140,863)	(58,979)	321,727	(300,000)	65,000	72,000	79,000		Profitability		(61)	Low	Gross,  Oper.,  Pretax  Mgns.					(42,000)	48,000
Operating  Cash  Flow		(80,713)	681,634	1,052,108	478,413	291,169	(46,000)	(331,000)	(169,000)	15,000		Turnover		81		Sales  to  Assets,  Net  Fixed					533,000	(48,000)
Net  Fixed  (I)  D		277,410	315,457	170,318	196,084	65,984	0	(120,000)	(132,000)	(145,000)		Liquidity		320	High	Curr.,Quick,Wkg.  Capital					240,000	(66,000)
Other  Assets  (I)  D		(56,175)	(593,156)	471,465	468,242	429,450	(29,000)	85,000	216,000	366,000		Leverage		4	Low	Total,  Long  Debt  to  Equity					73,000	213,000
Long  Debt  I  (D)		(262,073)	(147,074)	(8,781)	0	0	0	0	0	0		Coverage		(26)	Low	EBIT  /  Interest,  Short  Debt					(104,000)	0
Other  Liabilities  I  (D)		(41,500)	0	0	0	0	0	0	0	0		Return		(75)	Low	All  Four  Pretax  Returns					(10,000)	0
Equity  I  (D)		(56,975)	6,250	0	(1,038,542)	426	0	0	0	0		Average		40	Low	Equally  weighted  average					(272,000)	0
Cash  Flow  to  Equity		(220,026)	263,111	1,685,110	104,197	787,029	(75,000)	(366,000)	(85,000)	236,000											458,000	99,000
Dividends		0	0	0	0	0	0	0	0	0											0	0
Cash  Flow		(220,026)	263,111	1,685,110	104,197	787,029	(75,000)	(366,000)	(85,000)	(236,000)											458,000	99,000
Opening  Cash		533,579	313,553	576,664	2,261,774	2,365,971	3,153,000	3,078,000	2,712,000	2,627,000											921,000	2,787,000
Closing  Cash		313,553	576,664	2,261,774	2,365,971	3,153,000	3,078,000	2,712,000	2,627,000	2,863,000		Average  =  5-year  equally  weighted					High>133%,  Low<67%				1,379,000	2,887,000

Comparative	Company  Percent  or  Ratio					Industry  Percent  or  Ratio					Company  /  Industry  Percent						Variance:  33  Percent  Sensitivity
Analysis	1999	2000	2001	2002	2003	1999	2000	2001	2002	2003	1999	2000	2001	2002	2003	Average	1999	2000	2001	2002	2003	Average
Cost  of  Sales	(61)	(58)	(62)	(52)	(55)	(60)	(58)	(58)	(61)	(61)	103	99	107	85	92	97
Gross  Profit	39	42	38	48	45	40	42	42	39	40	96	101	91	123	113	105
Operating  Expense	(42)	(44)	(45)	(47)	(56)	(37)	(37)	(35)	(36)	(36)	113	121	128	130	156	130					High
Operating  Income	(3)	(2)	(7)	2	(11)	3	5	6	4	4	(111)	(35)	(117)	53	(307)	(103)	Low	Low	Low	Low	Low	Low
Non-Operating  Income	(0)	(3)	(0)	0	0	(2)	(1)	(1)	(1)	(1)	4	391	4	(13)	(35)	70	Low	High	Low	Low	Low
Pretax  Income	(3)	(5)	(8)	2	(11)	1	5	5	2	3	(342)	(101)	(145)	96	(437)	(186)	Low	Low	Low		Low	Low
Cash	4	2	5	18	23	10	10	13	12	11	39	23	36	160	213	94	Low	Low	Low	High	High
Receivables	24	22	26	20	16	30	31	29	28	30	79	72	91	70	55	73					Low
Inventories	40	43	33	27	32	27	24	28	27	24	147	177	119	99	130	135	High	High				High
Other	4	5	2	7	2	3	4	4	3	4	159	137	62	196	48	120	High	High	Low	High	Low
Current	71	72	66	71	73	69	68	73	70	69	103	105	90	102	106	101
Net  Fixed	16	14	13	12	12	20	20	17	18	20	77	71	81	67	61	71					Low
Other	13	14	21	17	15	11	12	10	12	11	122	120	201	135	134	142			High	High	High	High
Short  Debt	2	5	0	0	0	14	12	14	14	13	12	43	2	1	0	12	Low	Low	Low	Low	Low	Low
Payables	5	3	3	3	3	12	12	12	12	14	40	25	22	26	21	27	Low	Low	Low	Low	Low	Low
Other	6	6	7	6	6	13	13	13	12	13	45	48	53	45	48	48	Low	Low	Low	Low	Low	Low
Current	12	14	10	9	9	38	37	38	38	39	32	39	25	23	23	28	Low	Low	Low	Low	Low	Low
Long  Debt	3	1	0	0	0	13	15	10	12	16	23	7	1	0	0	6	Low	Low	Low	Low	Low	Low
Other	0	0	0	0	0	5	6	8	6	7	6	0	0	0	0	1	Low	Low	Low	Low	Low	Low
Equity	85	85	90	91	91	44	42	45	44	38	191	203	202	208	239	209	High	High	High	High	High	High
Days  Receivables	65	60	76	71	56	55	60	56	50	56	119	101	136	143	100	120			High	High
Days  Inventories	181	204	154	188	197	98	92	103	94	94	184	221	149	200	209	193	High	High	High	High	High	High
Days  Working  Capital	164	158	164	227	219	64	61	73	66	62	257	260	224	343	353	287	High	High	High	High	High	High
Days  Payables	22	14	12	21	18	10	11	11	12	11	208	132	112	174	166	158	High			High	High	High
Total  Debt  /  Equity	0.1	0.1	0.0	0.0	0.0	0.6	0.7	0.5	0.6	0.8	9	11	1	0	0	4	Low	Low	Low	Low	Low	Low
Long  Debt  /  Equity	0.0	0.0	0.0	0.0	0.0	0.3	0.4	0.2	0.3	0.4	12	4	0	0	0	3	Low	Low	Low	Low	Low	Low
EBIT  /  Interest	(9.2)	(5.5)	(23.2)	30.9	(386.2)	2.8	3.3	3.3	2.6	2.9	(328)	(167)	(704)	1190	(121)	(26)	Low	Low	Low	High	Low	Low
Current  Ratio	5.9	5.0	6.8	8.2	8.2	1.8	1.9	1.9	1.9	1.8	327	271	354	441	466	372	High	High	High	High	High	High
Quick  Ratio	2.3	1.7	3.2	4.4	4.4	1.0	1.1	1.1	1.1	1.0	220	154	289	415	424	300	High	High	High	High	High	High
Pretax  Return  on  Equity	(5)	(7)	(10)	2	(13)	14	14	17	9	9	(38)	(50)	(63)	26	(137)	(53)	Low	Low	Low	Low	Low	Low
Tangible  Net  Worth	(5)	(7)	(10)	2	(13)	14	14	17	9	9	(38)	(50)	(63)	26	(137)	(53)	Low	Low	Low	Low	Low	Low
Long  Term  Capital	(5)	(7)	(10)	2	(13)	10	9	12	6	6	(51)	(75)	(88)	37	(219)	(79)	Low	Low	Low	Low	Low	Low
Assets	(5)	(6)	(9)	2	(12)	6	6	7	4	4	(73)	(102)	(128)	54	(327)	(115)	Low	Low	Low	Low	Low	Low
Sales  /  Assets	1.3	1.3	1.3	1.0	1.1	1.8	1.8	1.7	1.8	1.8	73	74	74	56	59	67				Low	Low
Sales  /  Net  Fixed	8.5	9.4	9.3	8.5	8.7	8.9	9.0	10.2	10.2	9.0	95	104	91	83	97	94

 

Implications

The Company business and financial analyses imply the following for its valuation:

• Growth: a planned major increase in 2004, followed by a decline and then 10% growth
• Profitability: stable gross margins, but volatile operating, pretax and net margins
• Financing cost: none, no borrowings
• Business risk: moderate to high
• Financial risk: low

Methodology

This section describes why the Market and Income Approaches were applied, but not the Asset Approach.

Approaches and Methods Considered

The value of a business reflects its profits, property, and obligations. Three analytical approaches mirror the market, replicating the behavior of buyers and sellers:

• Market: based on transactions in Company or similar securities and markets.
• Income: based on Company cash flow to equity.
• Asset: based on Company property and obligations

The choice of approach and method depends on the entity's characteristics, the availability and quality of information, applicable laws / regulations, and the engagement terms and purpose.

Market Approach

This approach assumes other companies are sufficiently similar to the Company to be equally desirable investments. Their sale prices benchmark Company value. There were no comparable public or private companies identified, but we considered historical Company stock prices.

Income Approach

This approach measures value based on expected ownership benefits (cash flow to equity) and risks. It is appropriate if cash flow can be reliably projected. This depends on the consistency of its customer base, intangible value indications, entry barriers, and key-person dependence. The financial analysis showed that cash flow is predictable. We considered two methods:

• Capitalized: It is not reasonable to estimate next year's cash flow and assume a constant growth rate thereafter, as shown by the volatility of the financial projection. This method was not used.
• Discounted: Based on a multi-period projection when the growth rate is not expected to be constant.  Per the above, this method was used.
  

Asset Approach

This approach values enterprise assets and liabilities based on replacement costs. It applies to holding companies. Assets and liabilities are valued at market and netted. This approach is inappropriate because the Company is a going concern that will not be liquidated. It should be valued based on expected cash flow to equity. In addition, a minority shareholder cannot force liquidation.

Market Approach

This section describes why this approach could not be applied.

The Search for Comparables

We considered three methods:

• Prior Transactions: This reflects Company security transactions on arms-length, interests-opposed bases when no major changes occurred between the transaction and valuation dates. There were no such transactions.
• Enforceable Contract: This reflects agreements governing interest transfers / valuation with legitimate business purposes and economically justifiable values. There is no such agreement.
• Guideline Companies: This reflects market prices of similar, relevant and equally desirable substitute investments. As shown in the next table, large public and small companies differ significantly in many respects, which invalidates their comparison for valuation purposes:

Characteristic	Public Company	Small Company
Business
Size	Large	Small
Market Share	Significant	Small
Management	Deep	Limited
Diversification	Considerable	Limited
Financial Resources	Considerable	Limited
Critical Dependencies	Few	Many
Overall Risk Level	Low / Moderate	Moderate / High
Investment
Typical Owner	Institutions	Individuals
Time Horizon	Quarterly, at most	Many years
Liquidity	Almost instant	Significantly impaired
Profit Orientation	Maximize	Minimize (taxes)\
Benchmark	Return on investment	Return on labor or sales
Risk Protections	Puts, calls, limit orders	None
Disclosure	Considerable	Minimal
Comparables	Ample	Few
Overall Risk Level	Low / Moderate	Moderate / High

Notwithstanding the above, to comply with Revenue Ruling 59-60, we screened for public guideline companies in the Company's NAICS code using these criteria:

• Revenues no smaller than one tenth and no larger than 10 times those of the Company's
• Over half of sales from businesses similar to the Company's
• Actively traded stock
• Not involved in negotiations or being acquired
• Not in financial distress

No public companies met them, as all potential candidates were diversified enterprises with one or more divisions in the Company's industry and many unrelated businesses. The search was expanded to include private companies. We consulted the Market Data File database of The Institute of Business Appraisers. It contained no transactions for the Company's NAICS Code.

Value Indication

Due to lack of data, no value indications could be developed using comparable companies. We did, however, consider the historical price of and market for the Company's Class A common stock.

As of the valuation date, there were 1,217,454 shares of common stock outstanding on a primary basis, divided into Class A and Class B shares, which are identical in all respects except that Class B shares are not publicly traded and have three votes per share. Class A shares trade over the counter (HICK.OB) and have one vote per share and a dividend preference. There are 762,588 Class A (with over 420 separate owners) and 454,866 Class B shares outstanding (with four owners). There are options outstanding to purchase additional shares. Of these, 74,583 are "in the money" (market price exceeding exercise price) as of the valuation date, so exercise was assumed, resulting in 1,292,037 fully diluted shares outstanding

Of primary interest are the Class A shares, of which all directors and executive officers as a group (9 persons) own 157,464 of those outstanding, and an unaffiliated securities firm owns 205,739 of those outstanding. Of the remaining shares, 6,081 are "odd lots" of less than 100 shares owned by 219 owners. The odd lot shares are the subject of the contemplated tender offer.

During the last five years, the monthly closing market price of the Class A common stock showed a generally declining trend. In early 1999, it was trading at $7.25 per share (bid). The price trended down to $2.50 per share by December of 2001, then trended up to $4.90 in December of 2002. It then traded between $3.57 per share and $4.15 per share until October of 2003. Since that time, it rose for reasons unknown to management to as high as $6.85 per share (over $8.00 on an intra-day basis) at the end of February 2004, and settled at $6.00 in March. As of the valuation date, June 9, 2004, the last bid price for the stock was $4.80, but there were bids outstanding for only 100 shares, indications of an extremely thin market and lack of interest from market makers. The bid, not the ask price, is relevant to this appraisal because shareholders would sell to market makers at the bid price. The ask price (which was $5.90 as of the valuation date), reflects the price at which market makers would sell shares to investors. The $1.10 or 23% markup between bid and ask reflects the market's thinness. The last actual trade of the stock was on May 27, 2004 at $6.00 per share.

On April 15, the Company's stock was de-registered from the NASDAQ and began trading over the counter.

During the period analyzed, monthly trading volume averaged fewer than 12,000 shares. In 2003, trading volume was less than half of that each month, but the price increase in 2004 was accompanied by an increase in monthly volume to over 78,000 shares, far exceeding all previous months' volumes.

Unfortunately, net losses in four of the past five years make analysis of price / earnings multiples impossible. All that can be said is that the stock is currently trading at approximately $5.13 bid per share.

Income Approach

This section values the Company based on the present value of its projected cash flow to equity.

Discounting Method

We applied a 25% discount rate to cash flow to equity with 5% long-term growth (not 10% as assumed in the intermediate-term forecast, since the Company cannot perpetually outgrow the industry). This exceeds the risk-free (U.S. Treasury bond) rate and approaches that on high-risk assets like subordinated loans. This is appropriate given the risks confronting Company equity investors. The discount rate is based on long-term average rates of return on securities investments. Companies are valued using long-term rates of return because their owners manage them with long horizons. The next table develops the rate per Ibbotson Associates' SBBI Valuation Edition, 2004 Yearbook:

The next comments provide more information about the discount rate:

• It is after corporate and before personal taxes on dividends and capital gains, the same basis as cash flow to equity.
• The equity premium reflects economic and market risks and the time horizon for large-capitalization stocks.
• The industry premium reflects factors specific to the Company's line of business.
• The size premium reflects that returns rise faster than market value declines.
• The first four components do not reflect the Company risk profile: moderate business and low financial risk. Company risk premiums vary from -5% to +20%. Using this range, we analyzed specific factors in the next table, rating them (1) for low risk, 0 if neutral or moderate, or +1 if high, interpolating an 8% company premium:

The next table summarizes the discounted cash flow calculation:

Value Indication

The equity value is the rounded discounted cash flow value plus non-operating assets and minus such liabilities:

Based on 1,292,037 fully diluted shares outstanding, this value is equivalent to $2.42 per share, with no differentiation between Class A and Class B shares and no consideration of the thin market for such shares.

Reconciliation

The Market Approach value was $4.80 per share based on the most recent bid price. The Income Approach value based on projected cash flow to equity was $2.42 per share. Both indications were developed on a "minority" basis, meaning that they were based on cash flow available to minority shareholders and the actual market price of minority interests. They are thus consistent on that basis. The wide difference between the two indications implies that significant increases in projected cash flow and / or reductions in the associated risks - which appear to be unreasonable assumptions - would be required for the Income Approach value to rise to the Market Approach value. This indicates that, based on the risks associated with the Company's business and financial outlook, it will not generate sufficient cash flow to justify the current market price. Because the market price exceeds the cash-flow based value, we concluded that the market price is a more appropriate indication of current value. The fair market value of the subject interest is thus not greater than $4.80.

There is no differentiation between the shares based on the enhanced voting power of the Class B shares. Class B shareholders have more voting rights (three votes per share) than Class A owners (one vote per share). Studies have consistently shown that price differentials between voting and non-voting shares are at most 5 to 7%. Since both Classes have voting power, we do not believe that there is any material and verifiable discount attributable to the Class A stock in this case.

Conclusion

The marketable minority fair value of the subject interest is not greater than $4.80 per share.

EX-99

Exhibit (b)(4)

LOVEMAN-CURTISS, INC.
WE VALUE YOUR BUSINESS

3550 Lander Road, Suite 160 · Pepper Pike, Ohio 44124-5727
Vox 216-831-1795 · Fax 216-514-4471

randmcurtiss@juno.com · curtiss.com

Headquarters of the American Business Appraisers National Network

businessval.com

DRAFT
June 9, 2004

Board of Directors
Hickok Incorporated
10514 Dupont Avenue
Cleveland, Ohio 44108-1399
Vox: 216-541-8060
Fax: 216-761-9879
jtmltd@aol.com

You retained us to express an opinion as to the fairness from a financial point of view to Class A odd-lot shareholders of the Company’s proposed tender offer to purchase all 6,081 of such shares for $10.00 per share.

In developing our opinion, we:

1. Independently appraised the marketable (as if freely tradable) minority fair market value of a Class A odd-lot share in a separate report to you. That report concluded a value of not greater than $4.80 per share.
2. Concluded in that report that this price, which was the prevailing bid price (offer by market makers to purchase), was greater than that justified by our analysis of the Company’s projected returns (cash flow available to minority shareholders) and risks (uncertainties associated with achieving same).
3. Noted that this price treats the subject share as freely tradable. Its over the counter market is thin. The resulting lack of liquidity could impair its value.
4. Noted that the tender offer price includes a $5.20 (108%) premium.
5. Noted that shareholders accepting the tender offer will incur no brokerage costs, which could be material, were they to sell their shares on the market.
6. Noted that the total cost of purchasing all 6,081 odd-lot shares would be $60,810, compared with annual before-tax savings of over $100,000 due to reduced financial reporting costs. Selling shareholders would receive a premium of over 100% relative to market value. Those not selling would share in the cost savings.
7. Noted, of course, that the tender offer is voluntary, meaning that no odd-lot shareholder is compelled to either hold or sell his or her shares.

Accordingly, we opine that the proposed tender offer price of $10.00 per Class A odd-lot share is fair from a financial point of view to the Class A odd-lot shareholders.

We have valued over 2,000 businesses for taxation, transaction and litigation purposes. Rand M. Curtiss earned the Master Certified Business Appraiser (MCBA) designation from The Institute of Business Appraisers, Inc. (IBA). He is a Life Member and a Member of its College of Fellows (FIBA). He earned two Accredited Senior Appraiser (ASA) designations from the American Society of Appraisers (in Business Valuation and Appraisal Review & Management). He is the only individual holding all of these designations. He serves on IBA’s peer review committees. He chairs the American Business Appraisers National Network. He is an accredited panelist with the American Arbitration Association. He publishes, speaks, and teaches extensively. From 1974 to 1986, he held financial and management positions with The Boston Company, AmeriTrust Company, Progressive Corporation and The Standard Oil Company. He earned a Bachelor of Arts degree in Economics (cum laude) from Princeton University and a Master of Business Administration degree in Finance and Accounting (with distinction) from the Harvard Graduate School of Business Administration. He is a Professional Fellow of the Weatherhead School of Management of Case Western Reserve University.

I certify to the best of my knowledge and belief that:

• The statements of fact contained in this report are true and correct.
• The analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions.
• They are my personal, impartial and unbiased professional analyses, opinions and conclusions.
• I have no present or prospective interest in the property that is the subject of this report.
• I have no personal interest or bias with respect to the subject interest or the parties involved.
• My compensation for completing this assignment is not contingent upon developing or reporting a predetermined value or direction of value favoring the cause of the client; the value amount; the attainment of a stipulated result; or a subsequent event related to the intended use of this appraisal.
• No one provided me significant professional assistance.
• My analyses and conclusions were developed and this report was prepared in conformity with the Uniform Standards of Professional Appraisal Practice of The Appraisal Foundation, which require competency, objectivity, accuracy and full disclosure.
• I did not inspect the subject property (an intangible asset), but interviewed management and toured the facilities.
• I used my best efforts to comply with the Business Appraisal Standards and Code of Ethics of The Institute of Business Appraisers, Inc. and the Business Valuation Standards, Principles of Appraisal Practice and Code of Ethics of the American Society of Appraisers.
• I am fully compliant with these societies’ mandatory recertification and continuing education programs.
• I am a qualified, practicing appraiser subject to significant penalties for false or fraudulent valuation statements.
• I will protect the confidentiality of this engagement by not disclosing data obtained during it, its results or its occurrence. The only exceptions are as authorized by you or as required by law enforcement agencies and professional peer review.

Very truly yours,

Rand M. Curtiss, FIBA, MCBA, ASA, ASA
College of Fellows, The Institute of Business Appraisers, Inc.
Master Certified Business Appraiser, The Institute of Business Appraisers, Inc.
Accredited Senior Appraiser, Business Valuation, American Society of Appraisers
Accredited Senior Appraiser, Appraisal Review & Management, American Society of Appraisers
President, Loveman-Curtiss, Inc.
Chair, American Business Appraisers National Network