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

                                  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): January 13, 2005

                                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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
          AUDIT REPORT OR COMPLETED INTERIM REVIEW

(a)     In fiscal 2004, HEICO Corporation (the "Company") began classifying
capitalized tooling costs as a component of property, plant and equipment in the
Company's Consolidated Balance Sheet. In prior years, the Company classified
capitalized tooling costs generally as a component of other long-term assets
(other assets) with a portion classified as a current asset (prepaid expenses
and other current assets). Upon review of this matter while preparing the
consolidated financial statements for the fiscal year ended October 31, 2004 for
inclusion in the Company's Annual Report on Form 10-K, management determined on
January 10, 2005, after discussing this matter with the Company's independent
registered public accounting firm, that the Company's prior method was not
appropriate under accounting principles generally accepted in the United States
of America. On January 13, 2005, the Finance/Audit Committee (the "Committee")
of the Company's Board of Directors concluded that the previously issued
Consolidated Balance Sheet as of October 31, 2003 and the Consolidated
Statements of Cash Flows for the fiscal years ended October 31, 2003 and 2002
included in the Company's Annual Report on Form 10-K for the year ended October
31, 2003 should be restated. The change in the balance sheet classification of
capitalized tooling costs will have no effect on the Company's Consolidated
Statements of Operations for the fiscal years ended October 31, 2004, 2003 and
2002. Further, the total assets, total liabilities and total shareholders'
equity amounts in the Company's Consolidated Balance Sheet as of October 31,
2003 will not change. The decrease in current assets as of October 31, 2003 of
$3,228,000 is offset by a corresponding net increase in long-term assets. Net
cash provided by operating activities and net cash used in investing activities
in the Company's Consolidated Statements of Cash Flows each increase by $985,000
for the fiscal year ended October 31, 2003, and each increase by $3,009,000 for
the fiscal year ended October 31, 2002, as a result of the change in balance
sheet classification of capitalized tooling costs. The Company expects to file
its Annual Report on Form 10-K for the year ended October 31, 2004, which will
contain such consolidated financial statements, on January 14, 2005. The
decision of the Committee was based upon the recommendation of management and
after management's and the Committee's discussions of this matter with the
Company's independent registered public accounting firm.

(b)     Not applicable.

                                        2
<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: January 13, 2005                          By:  /s/ Thomas S. Irwin
                                                     ---------------------------
                                                     Thomas S. Irwin
                                                     Executive Vice President
                                                     and Chief Financial Officer
                                                     (Principal Financial and
                                                     Accounting Officer)

                                        3
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{"company-data": {"conformed-name": "HEICO CORP", "cik": "0000046619", "assigned-sic": "3724", "irs-number": "650341002", "state-of-incorporation": "FL", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04604", "film-number": "05528834"}, "business-address": {"street1": "3000 TAFT ST", "city": "HOLLYWOOD", "state": "FL", "zip": "33021", "phone": "3059876101"}, "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): January 13, 2005

                                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 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
          AUDIT REPORT OR COMPLETED INTERIM REVIEW

(a)     In fiscal 2004, HEICO Corporation (the "Company") began classifying
capitalized tooling costs as a component of property, plant and equipment in the
Company's Consolidated Balance Sheet. In prior years, the Company classified
capitalized tooling costs generally as a component of other long-term assets
(other assets) with a portion classified as a current asset (prepaid expenses
and other current assets). Upon review of this matter while preparing the
consolidated financial statements for the fiscal year ended October 31, 2004 for
inclusion in the Company's Annual Report on Form 10-K, management determined on
January 10, 2005, after discussing this matter with the Company's independent
registered public accounting firm, that the Company's prior method was not
appropriate under accounting principles generally accepted in the United States
of America. On January 13, 2005, the Finance/Audit Committee (the "Committee")
of the Company's Board of Directors concluded that the previously issued
Consolidated Balance Sheet as of October 31, 2003 and the Consolidated
Statements of Cash Flows for the fiscal years ended October 31, 2003 and 2002
included in the Company's Annual Report on Form 10-K for the year ended October
31, 2003 should be restated. The change in the balance sheet classification of
capitalized tooling costs will have no effect on the Company's Consolidated
Statements of Operations for the fiscal years ended October 31, 2004, 2003 and
2002. Further, the total assets, total liabilities and total shareholders'
equity amounts in the Company's Consolidated Balance Sheet as of October 31,
2003 will not change. The decrease in current assets as of October 31, 2003 of
$3,228,000 is offset by a corresponding net increase in long-term assets. Net
cash provided by operating activities and net cash used in investing activities
in the Company's Consolidated Statements of Cash Flows each increase by $985,000
for the fiscal year ended October 31, 2003, and each increase by $3,009,000 for
the fiscal year ended October 31, 2002, as a result of the change in balance
sheet classification of capitalized tooling costs. The Company expects to file
its Annual Report on Form 10-K for the year ended October 31, 2004, which will
contain such consolidated financial statements, on January 14, 2005. The
decision of the Committee was based upon the recommendation of management and
after management's and the Committee's discussions of this matter with the
Company's independent registered public accounting firm.

(b)     Not applicable.

                                        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: January 13, 2005                          By:  /s/ Thomas S. Irwin
                                                     ---------------------------
                                                     Thomas S. Irwin
                                                     Executive Vice President
                                                     and Chief Financial Officer
                                                     (Principal Financial and
                                                     Accounting Officer)

                                        3