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

                                  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): May 27, 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 1.01.    Entry into a Material Definitive Agreement.

On May 27, 2008, HEICO Corporation  (the "Company") entered into a $300  million
Amended  and  Restated  Revolving  Credit  Agreement  ("Credit  Facility")  with
SunTrust  Bank,  as  Administrative  Agent,   JPMorgan  Chase   Bank,  N.A.,  as
Syndication  Agent, Regions Bank and  Wells Fargo Bank, National Association, as
Co-Documentation Agents, and other lenders that may become parties to the Credit
Facility.  The Credit Facility includes a feature that will allow the Company to
increase the Credit Facility, at its  option, up to an aggregate amount  of $500
million through increased commitments from  existing lenders or the addition  of
new lenders.  The borrowings under the Credit Facility may be used to  refinance
existing indebtedness; to finance working capital needs, permitted  acquisitions
and  capital  expenditures;  and  for  other  general  corporate  purposes.  The
borrowings  under the Credit  Facility bear interest at spreads over LIBOR rates
ranging  from 62.5 to 225 basis points based on leverage measurements and mature
in May 2013.  Under certain  circumstances, the maturity may be extended for two
one-year periods.

Outstanding principal,  accrued and  unpaid interest  and other  amounts payable
under the Credit Facility may be  accelerated upon an event of default,  as such
events  are described  in the  Credit Facility.   The Credit  Facility  contains
customary affirmative and negative covenants, including, among other things, the
maintenance of  a total  leverage ratio,  a senior  leverage ratio  and a  fixed
charge coverage ratio.

This description of  the Amended and  Restated Credit Agreement  is qualified in
its entirety by reference to the copy of such agreement filed as Exhibit 10.1 to
this report, which is incorporated by reference herein.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under  an
            Off-Balance Sheet Arrangement of a Registrant.

On May 27, 2008, the Company entered into the Credit Facility;  the  information
required by Item 2.03 of Form 8-K is included in Item 1.01 of this report.

Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.  Description
-----------  ------------

10.1         Second Amended and Restated Revolving Credit Agreement, dated as
             of May 27, 2008, among HEICO Corporation, as Borrower, the lenders
             from time to time party thereto, Regions Bank and Wells Fargo Bank,
             National Association, as Co-Documentation Agents, JPMorgan Chase
             Bank, N.A., as Syndication Agent and SunTrust Bank, as
             Administrative Agent.

99.1         Press Release dated May 28, 2008.
<PAGE>

                                  SIGNATURES


    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:  May 30, 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         Second Amended and Restated Revolving Credit Agreement, dated as of
             May 27, 2008, among HEICO Corporation, as Borrower, the lenders
             from time to time party thereto, Regions Bank and Wells Fargo Bank,
             National Association, as Co-Documentation Agents, JPMorgan Chase
             Bank, N.A., as Syndication Agent and SunTrust Bank, as
             Administrative Agent.

99.1         Press Release dated May 28, 2008.
[{"type": "8-K", "sequence": "1", "filename": "hc80470.txt", "secsgml_size_bytes": 6263}]
{"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": "08870913"}, "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): May 27, 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 1.01.    Entry into a Material Definitive Agreement.

On May 27, 2008, HEICO Corporation  (the "Company") entered into a $300  million
Amended  and  Restated  Revolving  Credit  Agreement  ("Credit  Facility")  with
SunTrust  Bank,  as  Administrative  Agent,   JPMorgan  Chase   Bank,  N.A.,  as
Syndication  Agent, Regions Bank and  Wells Fargo Bank, National Association, as
Co-Documentation Agents, and other lenders that may become parties to the Credit
Facility.  The Credit Facility includes a feature that will allow the Company to
increase the Credit Facility, at its  option, up to an aggregate amount  of $500
million through increased commitments from  existing lenders or the addition  of
new lenders.  The borrowings under the Credit Facility may be used to  refinance
existing indebtedness; to finance working capital needs, permitted  acquisitions
and  capital  expenditures;  and  for  other  general  corporate  purposes.  The
borrowings  under the Credit  Facility bear interest at spreads over LIBOR rates
ranging  from 62.5 to 225 basis points based on leverage measurements and mature
in May 2013.  Under certain  circumstances, the maturity may be extended for two
one-year periods.

Outstanding principal,  accrued and  unpaid interest  and other  amounts payable
under the Credit Facility may be  accelerated upon an event of default,  as such
events  are described  in the  Credit Facility.   The Credit  Facility  contains
customary affirmative and negative covenants, including, among other things, the
maintenance of  a total  leverage ratio,  a senior  leverage ratio  and a  fixed
charge coverage ratio.

This description of  the Amended and  Restated Credit Agreement  is qualified in
its entirety by reference to the copy of such agreement filed as Exhibit 10.1 to
this report, which is incorporated by reference herein.

Item 2.03.  Creation of a Direct Financial Obligation or an Obligation under  an
            Off-Balance Sheet Arrangement of a Registrant.

On May 27, 2008, the Company entered into the Credit Facility;  the  information
required by Item 2.03 of Form 8-K is included in Item 1.01 of this report.

Item 9.01.  Financial Statements and Exhibits.
(d) Exhibits.

Exhibit No.  Description
-----------  ------------

10.1         Second Amended and Restated Revolving Credit Agreement, dated as
             of May 27, 2008, among HEICO Corporation, as Borrower, the lenders
             from time to time party thereto, Regions Bank and Wells Fargo Bank,
             National Association, as Co-Documentation Agents, JPMorgan Chase
             Bank, N.A., as Syndication Agent and SunTrust Bank, as
             Administrative Agent.

99.1         Press Release dated May 28, 2008.
SIGNATURES

    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:  May 30, 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         Second Amended and Restated Revolving Credit Agreement, dated as of
             May 27, 2008, among HEICO Corporation, as Borrower, the lenders
             from time to time party thereto, Regions Bank and Wells Fargo Bank,
             National Association, as Co-Documentation Agents, JPMorgan Chase
             Bank, N.A., as Syndication Agent and SunTrust Bank, as
             Administrative Agent.

99.1         Press Release dated May 28, 2008.