SecProbe.io

January 30, 2012
 Via E-Mail

Mr. Thomas S. Irwin Chief Financial Officer Heico Corporation 3000 Taft Street Hollywood, Florida 33021
Re: Heico Corporation
 Form 10-K for the Year Ended October 31, 2011
Filed December 22, 2011 File No. 001-04604

Dear Mr. Irwin:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within 10 bus iness days by confirming that you will revise
your document in future filings (unless otherw ise indicated) and pr oviding any requested
information.  If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.
            Management’s Discussion & Analysis

  Results of Operations, page 29

1. We note your disclosure that the 31% net sa les increase in the FSG  segment reflects
organic growth of 21% as well as additiona l net sales of approximately $37 million due
to the acquisition of Blue Aerospace.  You di sclose that the organic growth principally
reflects higher sales of new products and se rvices and an increase in demand for the
segment’s aftermarket replacement parts and re pair and overhaul services as a result of
increased airline capacity and also reflects higher sales of and demand for the segment’s
industrial products.  In addition to quantification, please revise  this discussion to ensure
that each of the identified underlying cause of material increases or decreases is
adequately analyzed.  For example, for materi al increases or decreases due to changes in
the mix of products sold, sales prices, produc tivity levels, etc., consider disclosing
quantitative analysis of the num ber of units sold by product li ne along with its change in

Mr. Thomas S. Irwin Heico Corporation January 30, 2012 Page 2

 selling price, or other relevant measures, in  the current period vers us the prior period and
address the reasons for any significant cha nges between the periods.  In addition to
indicating the product line that accounts for th e decrease or increase in sales, please
considering explain why you believe that  decrease/increase occurred and your
expectations for future sales.  See Item 303 of Regulation SK.

2. Please expand your discussion of cost of sale s and selling, general, and administrative
expenses to quantify and discuss significan t changes in cost components within these
broad categories, such as product costs, pr oduct development costs,  marketing costs,
depreciation and amortization, and any other significant components that would enable
readers to understand your business better.  For example, you state that gross profit was
affected by higher margins in FSC due to efficiencies realized through higher sales volumes offset by lower margins in ETG due to changes in product mix, but you do not quantify these changes or provide the actual cost  figures necessary to put these changes in
proper context.
 Liquidity and Capital Resources, page 34

3. Please revise to disclose an estimate of the expected amount of capital expenditures for
the next fiscal year.

Notes to the Financial Statements
 Note 2. Acquisitions, page 54

4. We note your disclosure of the cash investi ng activities related to acquisitions, including
contingent purchase price payments to prev ious owners of businesses acquired prior to
fiscal 2010.  In light of the fact that the to tal amount of acquisitions, net of cash acquired
in fiscal 2011 is material to total assets as  of October 31, 2010, we be lieve that all of the
disclosures required by ASC 805 sh ould be provided for, at a minimum, the aggregate of
the acquisitions made during each period.  For example, please provide a qualitative
description of the factors that make up the goodwill recognized, such as expected
synergies from combining operations of the  acquiree and the acquirer, intangible assets
that do not qualify for separate recognition, or other factors.  See ASC 805-30-50-1.
Also, please revise to disclose  the contingent purchase price payments made to previous
owners paid during each repor ting period separately from th e purchase price allocation of
the acquisitions made during each period.

5. We note that in December 2010 you acquired 80.1% of the assets and assumed certain
liabilities of Blue Aerospace LLC.  Please explain to us how you determined or calculated the fair va lue of the non-control ling interest acquired.  As part of your
response and revised disclosure, please tell us  the valuation method used as well as all
significant assumptions.  See ASC 805-20-50-1(e).

Mr. Thomas S. Irwin Heico Corporation January 30, 2012 Page 3

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure 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

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

You may contact Claire Erla nger at (202) 551-3301 or Joe Foti at (202) 551-3816 if you
have questions regarding comments on the financ ial statements and related matters.  You may
also contact me at (202) 551-3813.
Sincerely,

 /s/ Linda Cvrkel
   Linda Cvrkel
Branch Chief