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

                                  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 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.

In September 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.

On December 15, 2008, the Board of Directors of the Company approved additional
amendments to comply with the final Section 409A regulations issued by the
Internal Revenue Service, which become effective January 1, 2009. A copy of the
Plan, as amended and restated, is attached as Exhibit 10.1 to this Current
Report on Form 8-K and the terms of which are hereby incorporated herein by
reference.

Item 9.01.   Financial Statements and Exhibits.

10.1         HEICO Corporation Leadership Compensation Plan effective
             October 1, 2006, as Amended and Restated, effective
             January 1, 2009.
<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: December 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, as Amended and Restated, effective
             January 1, 2009.
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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": "1217"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-04604", "film-number": "081253150"}, "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 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.

In September 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.

On December 15, 2008, the Board of Directors of the Company approved additional
amendments to comply with the final Section 409A regulations issued by the
Internal Revenue Service, which become effective January 1, 2009. A copy of the
Plan, as amended and restated, is attached as Exhibit 10.1 to this Current
Report on Form 8-K and the terms of which are hereby incorporated herein by
reference.

Item 9.01.   Financial Statements and Exhibits.

10.1         HEICO Corporation Leadership Compensation Plan effective
             October 1, 2006, as Amended and Restated, effective
             January 1, 2009.
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: December 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, as Amended and Restated, effective
             January 1, 2009.