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

                                  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 15, 2008

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

          Florida                       1-4604                   65-0341002
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                   3000 Taft Street, Hollywood, Florida 33021
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (954) 987-4000
          (Former Name or Former Address, if Changed Since Last Report)

                          ----------------------------

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 (see General Instruction A.2. below):

[ ]      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 5.02.  Departure of Directors or Certain  Officers; Election of  Directors;
            Appointment  of  Certain  Officers;   Compensatory  Arrangements  of
            Certain Officers.

In October 2006, the Board of  Directors of  HEICO  Corporation  (the "Company")
established the HEICO Corporation Leadership Compensation Plan  (the "Plan"),  a
nonqualified deferred compensation plan.  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.


On  September 15, 2008,  the  Board  of  Directors of  the  Company approved  an
amendment to  the  Plan to  provide for the elective deferral of the portion  of
director fees which are used to purchase shares of Company common stock pursuant
to the Company's director  compensation  policy.  No other changes  were made to
the Plan.  Three of our  named executive officers are directors.  A copy of  the
Plan, as amended, is attached as Exhibit 10.1 to this Form 8-K and  the terms of
which are hereby incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits.

10.1   HEICO Corporation Leadership Compensation Plan effective October 1, 2006,
       Amended as of September 15, 2008.
<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

Date:  September 16, 2008                   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, Amended as of September 15, 2008.
[{"type": "8-K", "sequence": "1", "filename": "hc80812.txt", "secsgml_size_bytes": 4546}]
{"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": "081074493"}, "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): September 15, 2008

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

          Florida                       1-4604                   65-0341002
(State or other jurisdiction    (Commission File Number)       (IRS Employer
     of incorporation)                                       Identification No.)

                   3000 Taft Street, Hollywood, Florida 33021
              (Address of principal executive offices and zip code)

       Registrant's telephone number, including area code: (954) 987-4000
          (Former Name or Former Address, if Changed Since Last Report)

                          ----------------------------

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 (see General Instruction A.2. below):

[ ]      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 5.02.  Departure of Directors or Certain  Officers; Election of  Directors;
            Appointment  of  Certain  Officers;   Compensatory  Arrangements  of
            Certain Officers.

In October 2006, the Board of  Directors of  HEICO  Corporation  (the "Company")
established the HEICO Corporation Leadership Compensation Plan  (the "Plan"),  a
nonqualified deferred compensation plan.  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.

On  September 15, 2008,  the  Board  of  Directors of  the  Company approved  an
amendment to  the  Plan to  provide for the elective deferral of the portion  of
director fees which are used to purchase shares of Company common stock pursuant
to the Company's director  compensation  policy.  No other changes  were made to
the Plan.  Three of our  named executive officers are directors.  A copy of  the
Plan, as amended, is attached as Exhibit 10.1 to this Form 8-K and  the terms of
which are hereby incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)    Exhibits.

10.1   HEICO Corporation Leadership Compensation Plan effective October 1, 2006,
       Amended as of September 15, 2008.
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

Date:  September 16, 2008                   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, Amended as of September 15, 2008.