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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): February 24, 2005

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

           Florida                        1-4604                65-0341002
 (State or other jurisdiction    (Commission file number)    (I.R.S. Employer
      of incorporation)                                     Identification No.)

       3000 Taft Street, Hollywood, Florida                        33021
     (Address of principal executive offices)                    (Zip Code)

                                 (954) 987-4000
              (Registrant's telephone number, including area code)

     Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

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ITEM 2.02  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On February 24, 2005, HEICO Corporation issued a press release announcing
its financial results for the first quarter of fiscal 2005. A copy of the press
release is furnished as Exhibit 99.1 to this report.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

     (c) EXHIBITS

     EXHIBIT NO.      DESCRIPTION
     -----------      -----------
        99.1          Press release, dated February 24, 2005, titled "HEICO
                      Reports Significantly Increased Fiscal 2005 First Quarter
                      Results."

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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 hereunto duly authorized.

                                                 HEICO CORPORATION
                                                    (Registrant)

Date:  February 24, 2005                         By:     /s/ Thomas S. Irwin
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                                                     Thomas S. Irwin
                                                     Executive Vice President
                                                     and Chief Financial Officer
                                                     (Principal Financial and
                                                     Accounting Officer)

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