================================================================================

                                  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): DECEMBER 17, 2007

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

               FLORIDA                 1-4604             65-0341002
    (State or other jurisdiction     (Commission       (I.R.S. Employer
          of incorporation)          file number)     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))

================================================================================

<PAGE>

ITEM 5.03     AMENDMENTS  TO  ARTICLES  OF  INCORPORATION  OR  BYLAWS; CHANGE IN
FISCAL YEAR

On  December  17,  2007,  the  Board  of  Directors  of HEICO  Corporation  (the
"Company")  approved  an  amendment  to Article 6 of the bylaws of the  Company,
effective immediately,  to allow for the issuance and transfer of uncertificated
shares of the  Company's  stock.  The  amendment  was  adopted to comply  with a
requirement  of the New York  Stock  Exchange  that  all  listed  securities  be
eligible  for  a  direct   registration  system  administered  by  a  securities
depository,  such as the  Depository  Trust  Company,  by January  1, 2008.  The
Company's participation in a direct registration system will enable investors to
have their  ownership of the  Company's  stock to be  electronically  registered
directly  on the books of the  transfer  agent  without  the need for a physical
certificate.

In addition,  the Board of  Directors  approved an amendment to Article 1 of the
bylaws of the Company,  effective  immediately,  to conform the  description  of
voting per share  contained in Article 1 with the voting  rights as set forth in
the Company's Articles of Incorporation.

A copy of the Company's  amended bylaws is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 3.1   Bylaws of the Company, as amended.

<PAGE>

                                    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: December 19, 2007                          By: /s/ Thomas S. Irwin
                                                     ---------------------------
                                                     Thomas S. Irwin
                                                     Executive Vice President
                                                     and Chief Financial Officer
                                                     (Principal Financial and
                                                     Accounting Officer)

<PAGE>

                                  EXHIBIT INDEX

EXHIBIT NO.   DESCRIPTION
-----------   -------------------------------
   3.1        Bylaws of HEICO Corporation
[{"type": "8-K", "sequence": "1", "filename": "hc71890.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4404}]
{"company-data": {"conformed-name": "HEICO CORP", "cik": "0000046619", "assigned-sic": "3724", "irs-number": "650341002", "state-of-incorporation": "FL", "fiscal-year-end": "1217"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04604", "film-number": "071315114"}, "business-address": {"street1": "3000 TAFT ST", "city": "HOLLYWOOD", "state": "FL", "zip": "33021", "phone": "954-987-4000"}, "mail-address": {"street1": "3000 TAFT STREET", "city": "HOLLYWOOD", "state": "FL", "zip": "33021"}, "former-company": {"former-conformed-name": "HEINICKE INSTRUMENTS CO", "date-changed": "19860417"}}
================================================================================

                                  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): DECEMBER 17, 2007

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

               FLORIDA                 1-4604             65-0341002
    (State or other jurisdiction     (Commission       (I.R.S. Employer
          of incorporation)          file number)     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))

================================================================================
ITEM 5.03     AMENDMENTS  TO  ARTICLES  OF  INCORPORATION  OR  BYLAWS; CHANGE IN
FISCAL YEAR

On  December  17,  2007,  the  Board  of  Directors  of HEICO  Corporation  (the
"Company")  approved  an  amendment  to Article 6 of the bylaws of the  Company,
effective immediately,  to allow for the issuance and transfer of uncertificated
shares of the  Company's  stock.  The  amendment  was  adopted to comply  with a
requirement  of the New York  Stock  Exchange  that  all  listed  securities  be
eligible  for  a  direct   registration  system  administered  by  a  securities
depository,  such as the  Depository  Trust  Company,  by January  1, 2008.  The
Company's participation in a direct registration system will enable investors to
have their  ownership of the  Company's  stock to be  electronically  registered
directly  on the books of the  transfer  agent  without  the need for a physical
certificate.

In addition,  the Board of  Directors  approved an amendment to Article 1 of the
bylaws of the Company,  effective  immediately,  to conform the  description  of
voting per share  contained in Article 1 with the voting  rights as set forth in
the Company's Articles of Incorporation.

A copy of the Company's  amended bylaws is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.

ITEM 9.01     FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 3.1   Bylaws of the Company, as amended.
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: December 19, 2007                          By: /s/ Thomas S. Irwin
                                                     ---------------------------
                                                     Thomas S. Irwin
                                                     Executive Vice President
                                                     and Chief Financial Officer
                                                     (Principal Financial and
                                                     Accounting Officer)
EXHIBIT INDEX

EXHIBIT NO.   DESCRIPTION
-----------   -------------------------------
   3.1        Bylaws of HEICO Corporation