SC 13E3/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

SCHEDULE 13E-3
AMENDMENT NO. 4

(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. 4 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, Amendment No. 2 to Schedule 13E-3 filed on October 29, 2004 and Amendment No. 3 to Schedule 13E-3 filed on November 12, 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 and the "Supplement to Offer to Purchase for Cash" (the "Supplement"), dated October 29, 2004.

The purpose of this Amendment No. 4 is to disclose the approximate number of Class A common shares that have been tendered as of November 15, 2004 and the Company's extension of the expiration date of the Offer from November 15, 2004 at 5:00 p.m., New York City Time, to December 15, 2004 at 5:00 p.m., New York City Time.

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

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

"On November 18, 2004, the Company issued a press release announcing the extension of the offer period and that as of the close of business on November 15, 2004, approximately 4,954 Class A common shares had been tendered to the Company puruant to the offer. A copy of the press release issued by the Company on November 18, 2004 is filed herewith as Exhibit (a)(5)(C) and is incorporated herein by reference."

Item 16. Exhibits.

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

"(a)(5)(C) Press release issued by Hickok Incorporated on November 18, 2004"

SIGNATURE

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

HICKOK INCORPORATED

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

Dated: November 18, 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
*(a)(5)(B)	Press release issued by Hickok Incorporated on November 12, 2004
(a)(5)(C)	Press release issued by Hickok Incorporated on November 18, 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)(5)(C)

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



November 18, 2004
FOR IMMEDIATE RELEASE

HICKOK INCORPORATED ANNOUNCES  NUMBER OF SHARES TENDERED PURSUANT  TO ODD LOT TENDER OFFER AND EXTENSION TO OFFER

CLEVELAND, OH, November 18, 2004 - Hickok Incorporated (HICKA.OB), today announced that as of the close of business on November 15, 2004, a total of approximately 4,954 Class A common shares had been tendered to the Company pursuant to the Company's tender offer for the purchase of all Class A common shares held by shareholders of the Company owning 99 or fewer Class A common shares. On November 12, 2004, the Company announced the extension of the offer deadline to December 15, 2004. The offer was scheduled to expire on November 15, 2004,  pursuant to an extension by the Company of the original expiration date of September 30, 2004. The $10.00 price per share of the offer has not changed. The extended offer will expire on December 15, 2004 at 5:00 p.m., New York City Time, unless extended further. Eligible shareholders who would like to accept the offer must tender all the shares that they own.

Information on the tender offer may be obtained free of charge on the website of the Company (www.hickok-inc.com/files/financial) or the Securities and Exchange Commission (www.sec.gov).  Questions or requests for documents may be directed to the Company toll free by calling 1-800-342-5080, Extension 454, or asking for the Shareholder Offer Desk. This press release is not an offer to purchase or a solicitation of an offer to purchase Company shares. You are advised to consult any future disclosure Hickok makes on the tender offer or related subjects in press releases and future reports to the SEC.

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