SecProbe.io

Mail Stop 3561        March 10, 2008  Via Fax & U.S. Mail

 Thomas S. Irwin Chief Financial Officer HEICO Corporation
3000 Taft St.
Hollywood, FL 33021

Re: HEICO Corporation
 Form 10-K for the fiscal year ended October 31, 2007
Filed December 28, 2007
  File No. 001-04604
Dear Mr. Irwin:

We have reviewed your filing and have the following comments.  Unless
otherwise indicated, we think you should revi se your document in future filings in
response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revi sion is unnecessary.  Please be as detailed
as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After
reviewing this information, we may raise additional comments.
  Please understand that the purpose of our review process is to assist you in
your compliance with the applicable disc losure requirements and to enhance the
overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you ma y have about our comments or any other
aspect of our review.  Feel free to call us at the telephone numbers listed at the end of
this letter.
Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappr opriate, advise the st aff of your reason.
Your response should be submitted in elec tronic form, under the label “corresp” with
a copy to the staff.  Please res pond within ten (10) business days.

Thomas S. Irwin
HEICO Corporation March 10, 2008 Page 2
 Form 10-K for the fiscal year ended October 31, 2007

 Note 2.  Acquisitions, page 55

Note 15.  Commitments and Contingencies, page 72
– Acquisitions, page 73
 1. We note from your disclosures in Note  15 that in connection with certain
acquisitions consummated during fisc al years 2001 through 2007, minority
interest shareholders have right to put their minority interest shares back to
the company under certain conditions.  In th is regard, please tell us and revise
your footnote in future filings to discu ss in further detail the nature, terms and
conditions of the put arrangements, in cluding the type of shares held by
minority interest shareholders (i.e. co mmon, preferred shares, etc).  Please
note that we believe that redeemable minority interests which are considered outside the scope of both SFAS No. 150 and SFAS No. 133 are within the
scope of ASR 268 and its related interp retations, including EITF Topic D-98.
In this regard, tell us what consider ation you have given to the guidance in
paragraph 15 of EITF Topic D-98 in acc ounting for these instruments.  Your
response should explain in detail your accounting treatment of the put rights and how they have been recorded with in your financial statements.  Assuming
a satisfactory response, we would exp ect you to revise future filings to
provide clear and robust disclosure of your accounting treatment for these
arrangements.  We may have further comment upon receipt of your response.
 2. We note from the disclosures in Notes 2 and 15 that in connection with certain recent acquisitions, the Compa ny may be obligated to pay additional
consideration to the former shareholders  of the acquired en tities if certain
earnings objectives are achieved. We also note from the disclosures in Notes 2 and 15, that during 2007 and 2006, the Company paid $7.3 million and $2.2 million of additional purchase consideration for acquisitions completed in prior years and accrued additional purc hase consideration aggregating $11.7
million, $7.2 million and $3.0 million during fiscal 2007, 2006 and 2005, respectively, which was recorded as g oodwill. Please tell us and revise the
notes to your financial statements in futu re filings to explain in further detail
the nature and terms of the conditions which must occur for this contingent
consideration to become payable. As part of your response, please specifically address whether any of these payments are or were contingent upon the former shareholders of the acquired entities remaining employed with the
Company. Your response should also explain in further detail why you
believe it is appropriate to  account for the accruals and payments made as part
of the purchase price for the acquisitions rather than as compensation

Thomas S. Irwin
HEICO Corporation March 10, 2008 Page 3
expense. Refer to the guidance outline d in paragraphs 25 through 34 of SFAS
No.141 and EITF 95-8.
 3. Also, please revise your table of contr actual obligations included in MD&A
to include disclosure of the maximu m amounts of contingent consideration
that you could be required to pay in future periods under the terms of your
various acquisition agreements.
 Note 3. Selected Financial Statement Information, page 58

Accrued Expenses and Other Current Liabilities, page 59
 4. We note from the disclosure in Note  3 that the Company has liabilities
accrued for customer rebates a nd credits aggregating $10,452,000 and
$9,056,000 as of October 31, 2007 and 2006, resp ectively.  Please tell us in
further detail the specific nature of the rebates and credits for which the Company has established accruals at October 31, 2007 and 2006.  As part of
your response and your revised disclosure in future filings, please explain how and when these rebates and credits are recognized and classified in your
consolidated statements of operations.  Refer to the guidance in EITF 01-9.
We may have further comment upon receipt of your response.

********
   We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that  the filing includes all information required
under the Securities Exchange Act of 1934 and that they have provided all
information investors require for an in formed investment decision.  Since the
company and its management are in possessi on of all facts relating to a company’s
disclosure, they are responsible for the accur acy and adequacy of the disclosures they
have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

Thomas S. Irwin
HEICO Corporation March 10, 2008 Page 4
‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advi sed that the Division of Enforcement has access to
all information you provide to the staff of the Division of Corporation Finance in our
review of your filing or in response to our comments on your filing.
  You may contact Jean Yu at (202) 551-3305 or myself at  (202) 551-3813 if
you have questions regarding comments on the financial statements and related
matters.
Sincerely,

Linda Cvrkel Branch Chief