SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        May 6 , 2014

Via E-mail
Carlos L. Macau, Jr.
Chief Financial Officer
HEICO  Corporation
3000 Taft Street
Hollywood, Florida 33021

Re: HEICO  Corporation
 Form 10-K for the Fiscal Year E nded Octo ber 31, 201 3
Filed  December 19 , 201 3
 File No.  001-04604

Dear Mr. Macau :

We have reviewed your filing  and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by confirming that you will revise
your document in future filings and by prov iding any requested information .  If you do not
believe our comment s apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to th ese comment s, we may
have additional comments.

Form 10 -K

Financial Statements, page 48

Notes to Consolidated Financial Statements, page 56

2. Acquisitions, page 66
1. We note that the purchase price of Reinhold Industries acquisition during fiscal 2013 of
$133 million represents approximately 11% of your Octobe r 31, 2012 total assets.  In this
regard, it does not appear that you filed a report on Form 8 -K to provide the disclosure
requirements in Item 2.01 of Form 8 -K regarding the completion of the acquisition of
significant assets.  Please advise, and if under  the circumstances you were required to file

Carlos L. Macau, Jr
HEICO Corporation
May 6 , 2014
Page 2

 a report on Form 8 -K, but failed to do so, the report would not be considered to have been
filed on a timely basis.  Additionally, we would advise you to discuss and pre -clear with
the Office of Chief Counsel in  the Division of Corporation Finance any questions on your
eligibility to use Securities Act Forms that are predicated on the current and timely filing
of the company’s current and periodic reports.  Refer to Instruction 4 of Item 2.01 in
Form 8 -K.
6.  Income Taxes, page 80

2. Please revise your tax footnote to disclose the components of income before income tax
expense (benefit) as either domestic or foreign.  Refer to the Rule 4 -08(h) of Regulation
S-X.

 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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.  Since the company and its management are
in possession of all f acts relating to a company’s disclosure, they are responsible for the accuracy
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

 the compa ny may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 or Jean Yu at 202 -551-3305 if you have
questions regarding comments on the financial statements and related matters.  Please contact me
at 202 -551-3813 with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief