8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549





                                    FORM 8-K

                                 CURRENT REPORT

          Pursuant to Section 13 or 15(d) of The Securities Act of 1934


       Date of Report (Date of earliest event reported): October 30, 1997





                                HEICO CORPORATION
             (Exact name of registrant as specified in its charter)

    FLORIDA                     1-4604                        65-0341002
(State or other              (Commission                  (I.R.S. Employer
jurisdiction of               File Number)                 Identification No.)
incorporation)

                   3000 TAFT STREET, HOLLYWOOD, FLORIDA 33021
                         (Address of principal offices)




        Registrant's telephone number, including area code: 954/987-6101






ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

        On October 30, 1997, the Company entered into a strategic alliance with
        Lufthansa Technik AG, the technical services subsidiary of Lufthansa
        German Airlines ("Lufthansa"), whereby Lufthansa invested approximately
        $26 million in HEICO Aerospace Holdings Corporation, a subsidiary of the
        Company ("HEICO Aerospace"), including $10 million paid at closing and
        approximately $16 million to be paid to HEICO Aerospace over three years
        pursuant to a research and development cooperation agreement which will
        partially fund accelerated development of additional FAA-approved
        replacement parts for jet engines. In addition, Lufthansa and HEICO
        Aerospace have agreed to cooperate regarding technical services and
        marketing support for jet engine parts on a worldwide basis. Lufthansa
        received a 20% minority interest in HEICO Aerospace.

        Lufthansa is the world's largest independent provider of engineering and
        maintenance services for aircraft and aircraft engines supporting over
        200 airlines, governments and other customers on a worldwide basis.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (a)     Not applicable

        (b)     Pro forma financial information.
                The following unaudited pro forma consolidated condensed
                financial information filed by the Company with the Commission
                pursuant to the Exchange Act as contained in the Registration
                Statement on Form S-3 dated November 7, 1997 is hereby
                incorporated by reference in this Form 8-K:

                Introductory note to unaudited pro forma consolidated condensed
                financial statements.

                Unaudited pro forma consolidated condensed balance sheet as of
                July 31, 1997. 

                Unaudited pro forma consolidated condensed statement of
                operations for the nine months ended July 31, 1997.

                Unaudited pro forma consolidated condensed statement of
                operations for the year ended October 31, 1996.

                Notes to the unaudited pro forma consolidated condensed
                financial statements.




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        (c)     Exhibits

                2.1     Stock Purchase Agreement, dated October 30, 1997, by and
                        among HEICO Corporation, HEICO Aerospace Holdings Corp.
                        and Lufthansa Technik AG is incorporated by reference to
                        Exhibit 10.32 to the Company's Registration Statement on
                        Form S-3 filed on November 7, 1997.

                2.2     Shareholders Agreement, dated October 30, 1997, by and
                        between HEICO Aerospace Holdings Corp., HEICO Aerospace
                        Corporation and all of the shareholders of HEICO
                        Aerospace Holdings Corp. and Lufthansa Technik AG is
                        incorporated by reference to Exhibit 10.33 to the
                        Company's Registration Statement on Form S-3 filed on
                        November 7, 1997.

                99.1    Press Release of HEICO Corporation, dated October 31,
                        1997.













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                                    SIGNATURE



        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                   HEICO CORPORATION

Date:  November 14, 1997                           BY: /s/ THOMAS S. IRWIN
                                                      -------------------------
                                                      Thomas S. Irwin
                                                      Executive Vice President
                                                      Chief Financial Officer




















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                                 EXHIBIT INDEX

EXHIBIT
NUMBER                   DESCRIPTION
- -------                  -----------

99.1           Press Release of HEICO Corporation, dated October 31, 1997.

EX-99.1

                                                                   Exhibit 99.1

                                                           FOR IMMEDIATE RELEASE

                     October 31, 1997
                     Wolfgang Mayrhuber, Lufthansa, 011-49-40-5070-3355
                     Eric Mendelson, HEICO Aerospace Corp., 954-987-4000

                LUFTHANSA TECHNIK INVESTS IN HEICO CORPORATION'S
                              FLIGHT SUPPORT UNIT

                    ALLIANCE FORMED TO ACCELERATE DEVELOPMENT
                        OF NEW FAA APPROVED ENGINE PARTS

Hollywood, Florida, USA and Hamburg, Germany B HEICO Corporation (ASE:HEI) and
Lufthansa Technik AG, a subsidiary of Lufthansa German Airlines AG (FFRT:LHAG)
today jointly announced the formation of an alliance between HEICO's Flight
Support unit, HEICO Aerospace Holdings Corp. (HEICO Aerospace), and Lufthansa
Technik, whereby Lufthansa Technik will invest approximately US$26 million and
receive a 20% ownership interest in HEICO Aerospace, a subsidiary of
publicly-traded HEICO Corporation.

HEICO Aerospace is the world's leading designer, manufacturer, and distributor
of alternative FAA Approved Replacement Parts for jet engines. Its customers
include most airlines and airmotives worldwide which service large commercial
aircraft jet engines. Lufthansa Technik is the world's largest independent
provider of engineering and maintenance services for aircraft and aircraft
engines. Lufthansa Technik supports over 200 airlines, governments, and other
customers worldwide with Total Technical Support (TTS) and had sales totaling
US$2 billion in 1996.

Lufthansa Technik will invest approximately US$26 million in HEICO Aerospace,
including US$16 million to be paid to HEICO Aerospace over three years pursuant
to a research and development cooperation agreement which will partially fund
accelerated development of additional FAA Approved Replacement Parts for jet
engines. In addition, Lufthansa Technik and HEICO Aerospace have agreed to
cooperate with technical services and marketing support for jet engine parts on
a worldwide basis.

Eric A. Mendelson, HEICO Aerospace's President and Chief Executive Officer,
commented AHEICO Aerospace's Jet Avion subsidiary has had continuous growth by
responding to its customers' needs for new FAA Approved Replacement Parts.
Lufthansa Technik's investment, along with their vast technical experience as an
operator and overhauler of aircraft engines will allow us to accelerate the
development of new parts. This alliance links two industry leaders who are
uniquely qualified to satisfy this market demand."

                                     -more-




Wolfgang Mayrhuber, Lufthansa Technik's Chairman of the Executive Board, added
AFor over 20 years, HEICO Aerospace has provided FAA Approved Replacement Parts
for jet engines with excellent quality, reliability, and cost advantages to
Lufthansa and most of the major airlines in the world. Lufthansa was very
impressed with HEICO Aerospace's capabilities. By combining our collective
resources, HEICO will offer airlines and airmotives a greater choice in
selecting new parts.@

Mayrhuber continued, AWhen an airline buys a new engine or airframe, the airline
typically obtains competitive bids from multiple sources. In contrast, airlines
have no competitive source for a majority of the replacement parts they
purchase. Since spare parts comprise over 50% of the cost of an engine overhaul,
an airline's best method of controlling costs and assuring availability is to
have a competitive alternative to the OEM for as many of those parts as
possible. HEICO Aerospace currently offers a wide range of engine parts and will
rapidly increase competitive part offerings through this alliance.@

Laurans A. Mendelson, HEICO Corporation's Chairman, President and Chief
Executive Officer, stated, AThis alliance represents the continuation of a
carefully planned strategy to grow HEICO into a unique aerospace manufacturer.
We look forward to a successful alliance with Lufthansa Technik as we both grow
in the future.@

HEICO Aerospace's four operating subsidiaries include: Jet Avion Corporation,
the world's leading designer and distributor of alternative FAA Approved
Replacement Parts for jet engines; LPI Corporation, a leading manufacturer of
aerospace products; Aircraft Technology, Inc., an FAA Approved Repair Station
overhauling jet engine parts; and recently acquired Northwings Accessories
Corp., an FAA Approved Repair Station overhauling fuel, hydraulic, and pneumatic
aircraft accessories.

This is another important milestone of Lufthansa Technik in its history of
continuously contributing to economic and technical progress for the benefit of
all airlines worldwide. Some past innovations include the development of engine
trend monitoring, high technology repair development, remote diagnostic systems
for aircraft and non-electric floor path marking systems.

For more information concerning HEICO and Lufthansa Technik, please see their
World Wide Web site at: HTTP://WWW.STOCKPROFILE.COM/HEI/ for HEICO Corporation
and HTTP://WWW.LUFTHANSA-TECHNIK.COM for Lufthansa Technik.