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

                                  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): October 27, 2006

                                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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 27, 2006, upon  recommendation  of its  Compensation  Committee,  the
Board of Directors of HEICO  Corporation  (the "Company")  established the HEICO
Corporation Leadership  Compensation Plan ( the "Plan"), a nonqualified deferred
compensation  plan, a copy of which is attached as Exhibit No. 10.1 to this Form
8-K and the terms of which are hereby incorporated herein by reference below.

The Plan provides eligible employees,  officers and directors of the Company the
opportunity  to  voluntarily  defer base salary,  bonus  payments,  commissions,
long-term  incentive  awards and  directors  fees, as  applicable,  on a pre-tax
basis.  The Company  will match 50% of the first 6% of base  salary  deferred by
each  participant.  While the Company has no  obligation to do so, the Plan also
provides  the  Company  the  opportunity  to make  discretionary  contributions.
Deferred  amounts are  credited or debited  with  investment  earnings or losses
measured by the  earnings or losses  realized by certain  investment  funds made
available  under the Plan and elected by  participants.  The Company's  matching
contributions  and any discretionary  contributions,  are subject to vesting and
forfeiture  provisions  set  forth in the Plan.  Participants  are  eligible  to
receive  distribution of their benefits under the Plan at times specified in the
Plan.  Distributions  generally are made in the form of a lump sum distribution,
although participants who retire, as that term is defined in the Plan, may elect
to receive distribution of their benefits in up to 15 annual installments.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

HEICO Corporation Leadership Compensation Plan effective October 1, 2006

<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:  October 31, 2006                          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
-----------   ------------------------------------------------------------------
10.1          HEICO Corporation Leadership Compensation Plan effective
              October 1, 2006
[{"type": "8-K", "sequence": "1", "filename": "hc61477.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4868}]
{"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": "061176488"}, "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): October 27, 2006

                                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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On October 27, 2006, upon  recommendation  of its  Compensation  Committee,  the
Board of Directors of HEICO  Corporation  (the "Company")  established the HEICO
Corporation Leadership  Compensation Plan ( the "Plan"), a nonqualified deferred
compensation  plan, a copy of which is attached as Exhibit No. 10.1 to this Form
8-K and the terms of which are hereby incorporated herein by reference below.

The Plan provides eligible employees,  officers and directors of the Company the
opportunity  to  voluntarily  defer base salary,  bonus  payments,  commissions,
long-term  incentive  awards and  directors  fees, as  applicable,  on a pre-tax
basis.  The Company  will match 50% of the first 6% of base  salary  deferred by
each  participant.  While the Company has no  obligation to do so, the Plan also
provides  the  Company  the  opportunity  to make  discretionary  contributions.
Deferred  amounts are  credited or debited  with  investment  earnings or losses
measured by the  earnings or losses  realized by certain  investment  funds made
available  under the Plan and elected by  participants.  The Company's  matching
contributions  and any discretionary  contributions,  are subject to vesting and
forfeiture  provisions  set  forth in the Plan.  Participants  are  eligible  to
receive  distribution of their benefits under the Plan at times specified in the
Plan.  Distributions  generally are made in the form of a lump sum distribution,
although participants who retire, as that term is defined in the Plan, may elect
to receive distribution of their benefits in up to 15 annual installments.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

HEICO Corporation Leadership Compensation Plan effective October 1, 2006
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:  October 31, 2006                          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
-----------   ------------------------------------------------------------------
10.1          HEICO Corporation Leadership Compensation Plan effective
              October 1, 2006