Exhibit 14

                                HEICO CORPORATION
             CODE OF ETHICS FOR SENIOR FINANCIAL AND OTHER
                                    OFFICERS
 (Team members who are required to complete this questionnaire will be notified
                                    annually)

Senior Financial and other Principal Officers related to financial matters
(Officers) hold an important and elevated role in corporate governance. As part
of the HEICO leadership team, Officers are vested with both the responsibility
and authority to protect, balance, and preserve the interests of all of the
Company's stakeholders, including shareholders, customers, Team Members and
suppliers. Officers fulfill this responsibility by prescribing and enforcing the
policies and procedures employed in the operation of the Company's financial
organization, and by demonstrating the following:

        I.      Honest and Ethical Conduct

                        Officers will exhibit and promote the highest standards
                of honest and ethical conduct through the establishment and
                operation of policies and procedures that:

                        .       Encourage and reward professional integrity in
                                all aspects of the financial organization, by
                                eliminating inhibitions and barriers to
                                responsible behavior, such as coercion, fear of
                                reprisal, or alienation from the financial
                                organization or the Company itself.

                        .       Prohibit and eliminate the appearance or
                                occurrence of conflicts between what is in the
                                best interest of the Company and what could
                                result in material personal gain for a member of
                                the financial organization, including financial
                                and other Officers.

                        .       Provide a mechanism for members of the finance
                                organization to inform senior management of
                                deviations in practice from policies and
                                procedures governing honest and ethical
                                behavior.

                        .       Demonstrate their personal support for such
                                policies and procedures through periodic
                                communication reinforcing these ethical
                                standards throughout the finance organization.

        II.     Financial Records and Periodic Reports

                        Officers will establish and manage the Company's
                transaction and reporting systems and procedures to ensure that:

                        .       Business transactions are properly authorized
                                and completely and accurately recorded on the
                                Company's books and records in accordance with
                                accounting principles generally accepted in the
                                United States (GAAP) and established company
                                financial policy.



                        .       The retention or proper disposal of Company
                                records shall be in accordance with established
                                Company financial policies and applicable legal
                                and regulatory requirements.

                        .       Periodic financial communications and reports
                                (both internal and external) will be delivered
                                in a manner that facilitates the highest degree
                                of clarity of content and meaning so that
                                readers and users will quickly and accurately
                                determine their significance and consequence.

                        .       Before certifying the accuracy of financial
                                information reported to the Company's Corporate
                                Accounting Office, reasonable diligence will be
                                taken to ensure that all internal financial
                                reporting requirements have been met and any
                                diversions from normal transactions will be
                                discussed and reviewed with the Corporate
                                Controller or Chief Financial Officer before
                                finalizing financial reports.

        III.    Compliance with Applicable Laws, Rules and Regulations

                        Officers will establish and maintain mechanisms to:

                        .       Educate members of the finance organization
                                about any federal, state or local statute,
                                regulation or administrative procedure that
                                affects the operation of the finance
                                organization and the Company generally.

                        .       Monitor the compliance of the finance
                                organization with any applicable federal, state
                                or local statute, regulation or administrative
                                rule.

                        .       Identify, report and correct in a swift and
                                certain manner, any detected deviations from
                                applicable federal, state or local statute or
                                regulation.

        IV.     Prompt internal reporting of violation of the code

                        Violations of this Code of Ethics should be promptly
                reported to either of the Chief Financial Officer, the Company's
                Legal Counsel, the Compliance Officer or anonymously through the
                Company's toll-free hotline number. Such violations will be
                promptly investigated and results could result in termination of
                employment.

In my role as an Officer of ________________________(subsidiary or company
name), I certify that I adhere to and advocate the above principles and
responsibilities governing my professional and ethical conduct.

Signed _________________________________________________

Officer Name ___________________________________________

Subsidiary _____________________________________Date______________________