SecProbe.io

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March 24, 2008

Ms. Linda Cvrkel
Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549

     Re:  HEICO Corporation
          Form 10-K for the Fiscal Year Ended October 31, 2007
          Filed December 28, 2007
          File Number 001-04604

Dear Ms. Cvrkel:

This letter responds to your letter to our Chief Financial Officer dated March
10, 2008.

We have reproduced below your numbered comments, followed by our response on
behalf of HEICO Corporation ("the Company").

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 fiscal years 2001 through 2007, minority
      interest shareholders have right to put their minority interest shares
      back to the company under certain conditions. In this regard, please tell
      us and revise your footnote in future filings to discuss in further detail
      the nature, terms and conditions of the put arrangements, including the
      type of shares held by minority interest shareholders (i.e. common,
      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
      interpretations, including EITF Topic D-98. In this regard, tell us what
      consideration you have given to the guidance in paragraph 15 of EITF Topic
      D-98 in accounting for these instruments. Your response should explain in
      detail your accounting treatment of the put rights and how they have been
      recorded within your financial statements. Assuming a satisfactory
      response, we would expect 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.

                                        1
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Company response
----------------

   The Company will make the requested disclosures in its future filings.
Accordingly, the Company included additional disclosures in its Form 10-Q for
the quarterly period ended January 31, 2008 filed with the Securities and
Exchange Commission ("SEC") on March 11, 2008, which included the nature, terms
and conditions of the minority interest put rights, including the type of shares
held by the minority interests, and the Company's accounting treatment for such
put rights. The disclosures are made in Note 11, "Acquisitions," page 15, and
repeated in "Off-Balance Sheet Arrangements" contained within Management's
Discussion and Analysis of Financial Conditions and Results of Operations
("MD&A") on page 23. In addition, a reference to Note 11 was added to the
caption "Minority interests in consolidated subsidiaries" in the Company's
Condensed Consolidated Balance Sheet.

   In preparing these additional disclosures, the Company considered the
authoritative guidance contained in paragraphs 15 and 16 of EITF Topic D-98,
"Classification and Measurement of Redeemable Securities," as well as the
transitional guidance contained in paragraphs 21A, 40, and 41 of EITF Topic D-98
as per the Proposed Revised SEC Staff Announcement dated March 12, 2008.

   The Company follows Accounting Research Bulletin ("ARB") No. 51,
"Consolidated Financial Statements," in determining the carrying amount of
minority interests in consolidated subsidiaries and accordingly increases or
decreases the historical cost of the minority interests by the minority
interests' share of income or loss and dividends. The Company relied on this
existing guidance as accepted accounting practice in accounting for its minority
interests. Additionally, the Company has maintained a policy of disclosing the
existence of the redeemable put rights of minority interest holders in its prior
SEC filings.

   The Company acknowledges that minority interests redeemable based on a
specified formula are within the scope of EITF Topic D-98. Although the Company
intended the specified formula cash redemption price to represent fair value, it
will continue to monitor evolving guidance on this subject and the measurement
of such rights in the future.

   The Company believes the additional disclosures made in its Form 10-Q for the
quarterly period ended January 31, 2008 are consistent with the above referenced
transitional guidance of EITF Topic D-98 and intends to repeat these disclosures
in future SEC filings until it adopts SFAS No. 160, "Noncontrolling Interests in
Consolidated Financial Statements," effective November 1, 2009 at which time it
will follow the provisions of SFAS No. 160 and EITF Topic D-98, as amended.

   The specific disclosure made in such Form 10-Q follows:

         The above referenced rights of the minority interest holders to cause
      the Company to purchase their equity interests ("Put Rights") may be
      exercised on varying dates beginning in fiscal 2008 through fiscal 2017.
      The Put Rights, all of which relate either to common shares or membership
      interests in limited liability companies, provide that the cash
      consideration to be paid for the minority interests ("Redemption Amount")
      be at a

                                        2
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      formula that management intended to reasonably approximate fair value, as
      defined in the applicable agreements based on a multiple of future
      earnings over a measurement period. Assuming the subsidiaries perform
      over the future measurement periods at the same earnings levels they
      performed in the comparable historical measurement periods and assuming
      all Put Rights are exercised, the aggregate Redemption Amount that the
      Company would be required to pay is approximately $49 million. The actual
      Redemption Amount will likely be different. Upon exercise of any Put
      Right, the Company's ownership interest in the subsidiary would increase
      and minority interest expense would decrease. The Put Rights are embedded
      in the shares owned by the minority interest holders and are not
      freestanding. Consistent with Accounting Research Bulletin No. 51,
      "Consolidated Financial Statements," minority interests have been recorded
      on the Company's consolidated balance sheets at historical cost plus an
      allocation of subsidiary earnings based on ownership interests, less
      dividends paid to the minority interest holders. As described in Note 1,
      in December 2007, the FASB issued SFAS No. 160 that will change the
      current accounting and financial reporting for non-controlling (minority)
      interests. SFAS No. 160 will be effective for fiscal years beginning
      after December 15, 2008. The Company will adopt SFAS No. 160 on November
      1, 2009. SFAS No. 160 will require that non-controlling (minority)
      interests be reported in the consolidated statement of financial position
      within equity. It also will require that any increases, or decreases in
      ownership interests in a subsidiary that do not result in a loss of
      control be accounted for as equity transactions and as a result any
      difference between the amount by which the non-controlling (minority)
      interest is adjusted and the fair value of the consideration paid or
      received, if any, would be recognized directly in equity attributable to
      the controlling interest. The Company is not yet in a position to assess
      the full impact and related disclosure of adopting SFAS No. 160 on its
      minority interest liabilities and related Put Rights.

   2. We note from the disclosures in Notes 2 and 15 that in connection with
      certain recent acquisitions, the Company may be obligated to pay
      additional consideration to the former shareholders of the acquired
      entities 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 purchase
      consideration aggregating $11.7 million, $7.2 million and $3.0 million
      during fiscal 2007, 2006 and 2005, respectively, which was recorded as
      goodwill. Please tell us and revise the notes to your financial statements
      in future 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 expense.  Refer to the
      guidance outlined in paragraphs 25 through 34 of SFAS No. 141 and EITF
      95-8.

                                        3
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Company response
----------------

   The Company considered the guidance outlined in paragraphs 25 through 34 of
SFAS No. 141 and EITF 95-8 in determining its accounting for the contingent
purchase consideration described in Notes 2 and 15. The accrued additional
purchase consideration referenced above in fiscal 2005, 2006 and 2007 relates to
three subsidiaries as summarized in the table below:

<TABLE>
<CAPTION>
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Subsidiary                                  FY 2005        FY 2006        FY 2007
---------------------------------------------------------------------------------
                      ($ millions)
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<S>                                           <C>            <C>           <C>
Contingent purchase consideration:
---------------------------------------------------------------------------------
   Subsidiary A                               $2.2           $1.6
---------------------------------------------------------------------------------
   Subsidiary B                                               5.6           $4.7
---------------------------------------------------------------------------------
   Subsidiary C                                                             $7.0
---------------------------------------------------------------------------------
Consideration based on net assets               .8
---------------------------------------------------------------------------------
Total                                         $3.0           $7.2          $11.7
---------------------------------------------------------------------------------
</TABLE>

   None of the above referenced payments are or were contingent upon the former
shareholders of the acquired entity remaining employed by the Company or
providing future services to the Company. The accrued additional purchase
consideration based on net assets in the table above represents a working
capital adjustment to the original purchase price paid for two acquisitions in
accordance with their respective purchase agreements based principally on the
actual value of the net assets acquired.

   Under the terms of the purchase agreement to acquire Subsidiary A in December
2004, the Company was obligated to pay additional purchase consideration of up
to $3.8 million in aggregate subject to Subsidiary A meeting certain earnings
objectives during the first four years following the acquisition. The additional
purchase consideration was based on a multiple of earnings above certain
thresholds subject to a contingent purchase consideration cap of $3.8 million.
The earnings thresholds approximate or are greater than management's estimate of
normalized earnings for the trailing 12-month period prior to the acquisition.
Subsidiary A's earnings qualified for the maximum additional purchase
consideration in the first two years following the acquisition (which was
accrued in fiscal years 2005 and 2006, respectively, and paid in the subsequent
respective fiscal year).

   Under the terms of the purchase agreement to acquire Subsidiary B in November
2005, the Company was obligated to pay additional purchase consideration up to
$53.0 million in aggregate subject to Subsidiary B meeting certain earnings
objectives during the first four years following the acquisition. The additional
purchase consideration is based upon a multiple of earnings above a threshold
subject to contingent purchase consideration caps of $6.8 million for the first
year, $9.2 million for the second year, $17.8 million for the third year and
$19.2 million for the fourth year. The earnings threshold approximates
management's estimate of normalized earnings for the trailing 12-month period
prior to the acquisition. During the first two years following the acquisition,
Subsidiary B's earnings qualified for additional purchase consideration of $5.7
million and $4.7 million, respectively, of which $5.6 million and $4.7 million
was accrued in fiscal 2006 and 2007, respectively. These amounts were less than
the respective year's annual cap. Payments of the additional purchase
consideration were made in the

                                        4
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subsequent fiscal year. During the next two years (fiscal 2008 and 2009),
Subsidiary B could qualify for additional purchase consideration of up to $17.8
million and $19.2 million, respectively, which would be payable in the following
year or fiscal 2009 and 2010, respectively.

   Under the terms of the purchase agreement to acquire Subsidiary C in
September 2006, the Company was obligated to pay additional purchase
consideration of up to $7.0 million in aggregate subject to Subsidiary C meeting
certain earnings objectives during the first two years following the
acquisition. The additional purchase consideration was based upon a multiple of
earnings above a threshold subject to a contingent purchase consideration cap of
$7.0 million. The earnings threshold approximated management's estimate of
normalized earnings for the trailing 12-month period prior to the acquisition.
Subsidiary C's earnings qualified for the maximum additional purchase
consideration in the first year following the acquisition (which was accrued in
fiscal 2007 and paid in the subsequent fiscal year).

   As of October 31, 2007, there are two other acquisitions (Subsidiary D and
Subsidiary E) that may result in additional purchase consideration aggregating
$79.2 million as further explained below. In addition, the Company may be
obligated to pay Subsidiary B additional purchase consideration aggregating
$37.0 million as referenced above. These amounts were disclosed in Note 15,
"Commitments and Contingencies - Acquisitions," of the Notes to Consolidated
Financial Statements as well as within the "Off-Balance Sheet Arrangements"
caption of MD&A in the Company's Form 10-K for the fiscal year ended October 31,
2007.  These amounts were updated and disclosed in Note 11, "Commitments and
Contingencies - Acquisitions," of the Notes to Condensed Consolidated Financial
Statements as well as within the "Off-Balance Sheet Arrangements" caption of
MD&A in the Company's Form 10-Q for the quarterly period ended January 31, 2008.

   Under the te