8-K

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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): September 20, 2004

                                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 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

The registrant has elected Joseph W. Pallot to its Board of Directors effective
September 20, 2004. There was no arrangement or understanding pursuant to which
Mr. Pallot was elected as a director, and there are no related party
transactions between the Company and Mr. Pallot.

Mr. Pallot is "independent" as defined under the rules promulgated by the New
York Stock Exchange and under the Guidelines established by the Company's
Nominating and Corporate Governance Committee.

Mr. Pallot will serve on the Company's Finance/Audit Committee.

The press release announcing Mr. Pallot's election is attached hereto as Exhibit
99.1 and incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

     EXHIBIT NO.      DESCRIPTION
     -----------      ------------
     99.1             Press release, dated September 20, 2004, titled "HEICO
                      Corporation names Joseph W. Pallot to Board of Directors."

                                        2


                                    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:  September 21, 2004                   By: /s/ Thomas S. Irwin
                                                --------------------------------
                                                Thomas S. Irwin
                                                Executive Vice President
                                                and Chief Financial Officer
                                                (Principal Financial and
                                                Accounting Officer)

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                                  EXHIBIT INDEX

EXHIBIT NO.      DESCRIPTION
- -----------      ------------

99.1             Press release, dated September 20, 2004, titled "HEICO
                 Corporation names Joseph W. Pallot to Board of Directors."

                                        4

EX-99

                                                                    Exhibit 99.1

                                                           FOR IMMEDIATE RELEASE

                September 20, 2004
                Thomas S. Irwin (954) 987-4000 ext. 7560
                Victor H. Mendelson (305) 374-1745 ext. 7590

         HEICO CORPORATION NAMES JOSEPH W. PALLOT TO BOARD OF DIRECTORS

Hollywood, FL and Miami, FL -- HEICO Corporation (NYSE: HEI.A and HEI) announced
its Board of Directors, at its regularly scheduled meeting today, elected Joseph
W. Pallot to be a member of the Board. Mr. Pallot is a Shareholder of Devine
Goodman Pallot & Wells, P.A., a Miami, Florida-based transactional and
litigation boutique law firm.

Mr. Pallot's election to the board increases the number of independent directors
on the Company's Board to 5 directors out of the now 8-person board (prior to
his election, the Board had 7 members). He will be a member of the Board's
Finance/Audit Committee.

Mr. Pallot's practice focuses on complex commercial transactions, including but
not limited to, mergers & acquisitions, financings, joint ventures and
partnerships. Mr. Pallot, who is 44 years of age, has lectured to financial
institutions and other parties concerning business transactions. Prior to his
legal career, Mr. Pallot was a commercial banker with Southeast Bank, N.A.,
which is now part of Wachovia Corp.

Mr. Pallot also serves on the board of directors and executive committee of the
Beacon Council (Miami-Dade County, Florida's official economic development
organization) and is involved with various community affairs.

Laurans A. Mendelson, HEICO's Chairman, President & Chief Executive Officer,
stated, "We are most pleased to have Joe Pallot as a Board member. His business
and legal experience will further broaden the range of experience of our Board
of Directors while enhancing director independence. HEICO will be well served by
his addition."

Mr. Pallot commented, "I have been impressed by HEICO's professionalism and
success for many years. I look forward to serving the Company and its
shareholders in the years ahead."

HEICO has two classes of common stock traded on the NYSE. Both classes, the
Class A Common Stock (HEI.A) and the Common Stock (HEI), are virtually identical
in all economic respects. The only difference between the share classes is the
voting rights. The Class A Common Stock (HEI.A) receives 1/10 vote per share and
the Common Stock (HEI) receives one vote per share. The stock symbols for
HEICO's two classes of common stock on most web sites are HEI.A and HEI.
However, some web sites change HEICO's Class A Common Stock stock symbol (HEI.A)
to HEI/A or HEIa.

HEICO Corporation is engaged primarily in certain niche segments of the
aviation, defense, space and electronics industries through its Hollywood,
FL-based HEICO Aerospace Holdings Corp. subsidiary and its Miami, FL-based HEICO
Electronic Technologies Corp. subsidiary. HEICO's customers include a majority
of the world's airlines and airmotives as well as numerous defense and space
contractors and military agencies worldwide in addition to telecommunications,
electronics and medical equipment manufacturers. For more information about
HEICO, please visit our web site at http://www.heico.com.