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February 10, 2012

Via EDGAR

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, 2011 (“the
Form 10-K”)
Filed December 22, 2011
File Number 001-04604

Dear Ms. Cvrkel:

This letter responds to your letter to our Chief Financial
Officer, dated January 30, 2012.

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

Management’s Discussion & Analysis

Results of Operations, page 29

 1. We note your disclosure that the 31% net sales increase in the FSG segment reflects organic growth of 21% as well as additional
net sales of approximately $37 million due to the acquisition of Blue Aerospace. You disclose that the organic growth principally
reflects higher sales of new products and services and an increase in demand for the segment’s aftermarket replacement parts
and repair 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 material increases or decreases due
to changes in the mix of products sold, sales prices, productivity levels, etc., consider disclosing quantitative analysis of the
number of units sold by product line along with its change in selling price, or other relevant measures, in the current period
versus the prior period and address the reasons for any significant changes between the periods. In addition to indicating the
product line that accounts for the 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.

    1

Company Response to Comment #1

In response to the Staff’s
comment, the Company will provide the requested information in its future filings. Please see the following type of enhanced discussion
that will be provided in future filings, including the Company’s Form 10-Q for the period ended January 31, 2012 to be filed
no later than March 12, 2012. The previous disclosures from the Form 10-K are repeated below with the enhanced discussion underscored.

Comparison of Fiscal 2011 to Fiscal
2010

Net
Sales

Our net sales in fiscal 2011
increased by 24% to a record $764.9 million, as compared to net sales of $617.0 million in fiscal 2010. The increase in net sales
reflects an increase of $127.2 million (a 31% increase) to a record $539.6 million in net sales within the FSG as well as an increase
of $22.1 million (an 11% increase) to a record $227.8 million in net sales within the ETG. The net sales increase in the FSG reflects
organic growth of approximately 21%, as well as additional net sales of approximately $37 million contributed by the first quarter
of fiscal 2011 acquisition of Blue Aerospace. The organic growth principally reflects increased demand for certain of the FSG’s
aerospace products and services attributed to new product offerings and increased airline capacity resulting in a $41.9 million
increase in net sales within the FSG’s aftermarket replacement parts product lines and a $23.6 million increase in net sales
within the FSG’s repair and overhaul services product lines. The increase in airline capacity is principally attributed to
overall improved global economic conditions as compared to fiscal 2010. Although global financial conditions have improved during
fiscal 2011, continued economic uncertainty may moderate net sales growth from capacity increases within our commercial aviation
markets in fiscal 2012. Additionally, the FSG’s organic growth in fiscal 2011 reflects an increase of $24.4 million in net
sales within our specialty product lines, primarily attributed to the sales of industrial products used in heavy-duty and off-road
vehicles as a result of market penetration and increased demand. The net sales increase in the ETG principally reflects organic
growth of approximately 10%. The organic growth in the ETG is primarily attributed to an increase in market penetration and demand
for certain defense, aerospace and medical products, resulting in a $13.3 million, $5.5 million and $4.0 million increase in net
sales from these product lines, respectively. Based on our current economic visibility, we expect stable demand for ETG’s
products in fiscal 2012. Sales price changes were not a significant contributing factor to the FSG and ETG net sales growth in
fiscal 2011.

Our net sales in fiscal 2011
and 2010 by market approximated 60% and 62%, respectively, from the commercial aviation industry, 24% and 23%, respectively, from
the defense and space industries, and 16% and 15%, respectively, from other industrial markets including medical, electronics and
telecommunications.

    2

 2. Please expand your discussion of cost of sales and selling, general, and administrative expenses to quantify and discuss
significant changes in cost components within these broad categories, such as product costs, product 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 FSG 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.

Company Response to Comment #2

In response to the Staff’s
comment, the Company will provide the requested information in its future filings. Please see the following type of enhanced discussion
that will be provided in future filings, including the Company’s Form 10-Q for the period ended January 31, 2012 to be filed
no later than March 12, 2012. The previous disclosures from the Form 10-K are repeated below with the enhanced discussion underscored.

Comparison of Fiscal 2011 to Fiscal
2010

Gross Profit and Operating Expenses

Our consolidated gross
profit margin was 35.9% in fiscal 2011 as compared to 36.0% in fiscal 2010, principally reflecting a .7% increase in the FSG’s
gross profit margin, partially offset by a .5% decrease in the ETG’s gross profit margin. The increase in the FSG’s
gross profit margin principally reflects a .5% decrease in new product research and development expenses as a percentage of net
sales. The FSG’s new product research and development spending increased from $11.8 million in fiscal 2010 to $12.9 million
in fiscal 2011, but decreased as a percentage of net sales due to the aforementioned net sales increase. The higher sales of the
FSG’s aftermarket replacement parts, which generally have higher gross profit margins than the other FSG products lines,
also contributed to an increase in the FSG’s gross profit margin . The decrease in the ETG’s gross profit margin is
principally attributed to a $.4 million increase over the prior year in impairment charges related to the write down of certain
intellectual property intangible assets to their estimated fair values and a .2% increase in new product research and development
expenses as a percentage of net sales. The ETG’s new product research and development spending increased from $10.9 million
in fiscal 2010 to $12.5 million in fiscal 2011. New product research and development expenses included within our consolidated
cost of sales increased from approximately $22.7 million in fiscal 2010 to approximately $25.4 million in fiscal 2011, principally
to further enhance growth opportunities and market penetration within both of our operating segments.

Selling, general and administrative
(“SG&A”) expenses were $136.0 million and $113.2 million in fiscal 2011 and 2010, respectively. The increase
in SG&A expenses

    3

was mainly due to a $9.6 million increase in general and administrative (“G&A”) employment-related
expenses and a $5.3 million increase in other G&A expenses as well as higher selling expenses of $7.9 million, each of which
is associated with the growth in net sales discussed above and the acquired businesses, which accounted for $5.5 million of the
aggregate SG&A expense increase. The increase in G&A employment-related expenses is inclusive of a $6.3 million increase
in performance awards based on the improved consolidated operating results. The increase in other G&A expenses also reflects
a $3.1 million increase over the prior year in impairment charges related to the write-down of certain customer relationships and
trade name intangible assets to their estimated fair values, partially offset by a $1.2 million reduction in the value of contingent
consideration related to a prior year acquisition. SG&A expenses as a percentage of net sales decreased from 18.3% in fiscal
2010 to 17.8% in fiscal 2011. The decrease as a percentage of net sales principally reflects the impact of higher net sales volumes
on the fixed portion of SG&A expenses and controlled corporate spending relative to our net sales growth.

Operating Income

Operating income in fiscal
2011 increased by 27% to a record $138.4 million as compared to operating income of $109.2 million in fiscal 2010. The increase
in operating income reflects a $27.1 million increase (a 40% increase) in operating income of the FSG to a record $95.0 million
in fiscal 2011 from $67.9 million in fiscal 2010 and a $3.4 million increase (a 6% increase) to a record $59.5 million in operating
income of the ETG in fiscal 2011, up from $56.1 million in fiscal 2010, partially offset by a $1.2 million increase in corporate
expenses. The increase in operating income of the FSG principally reflects the previously mentioned increased sales volumes
and favorable product mix and efficiencies realized from the overall increased sales volumes as well as the fiscal 2011 acquisition.
The increase in ETG’s operating income principally reflects the previously mentioned increased sales volumes.

As a percentage of net sales,
our consolidated operating income increased to 18.1% in fiscal 2011 compared to 17.7% in fiscal 2010. The increase in consolidated
operating income as a percentage of net sales principally reflects an increase in the FSG’s operating income as a percentage
of net sales to 17.6% in fiscal 2011 from 16.5% in fiscal 2010, partially offset by a decrease in the ETG’s operating income
as a percentage of net sales from 27.3% in fiscal 2010 to 26.1% in fiscal 2011. The increase in operating income as a percentage
of net sales for the FSG reflects the higher sales volumes and improved gross profit margins as discussed above. The decrease in
operating income as a percentage of net sales for the ETG principally reflects the aforementioned increase of $3.5 million over
the prior year in impairment losses related to the write-down of certain intangible assets to their estimated fair values, partially
offset by a $1.2 million reduction in the value of contingent consideration related to a prior year acquisition.

    4

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.

Company Response to Comment
#3

In response to the Staff’s
comment, the Company will provide the requested information in its future filings. Please see below for the type of enhanced liquidity
and capital resources discussion that will be provided in the Company’s future filings. The previous disclosures from the
Form 10-K are repeated below with the enhanced discussion underscored.

    As of October 31,

    2011
    2010

    Cash and cash equivalents
    $ 17,500,000
    $ 6,543,000

    Total debt (including current portion)
      40,158,000
      14,221,000

    Shareholders’ equity
      620,154,000
      554,826,000

    Total capitalization (debt plus equity)
      660,312,000
      569,047,000

    Total debt to total capitalization
      6 %
      2 %

In
addition to cash and cash equivalents of $17.5 million, we had approximately $262 million of unused availability under the terms
of our revolving credit facility as of October 31, 2011. Our principal uses of cash include acquisitions, capital expenditures,
cash dividends and working capital needs. Capital expenditures in fiscal 2012 are anticipated to approximate $20 - $22 million.
We finance our activities primarily from our operating activities and financing activities, including borrowings under long-term
credit agreements.

Notes to the Financial Statements

Note 2. Acquisitions, page 54

 4. We note your disclosure of the cash investing activities related to acquisitions, including contingent purchase price payments
to previous owners of businesses acquired prior to fiscal 2010. In light of the fact that the total amount of acquisitions, net
of cash acquired in fiscal 2011 is material to total assets as of October 31, 2010, we believe that all of the disclosures required
by ASC 805 should 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 reporting period separately from the purchase price allocation of the acquisitions made during each period.

    5

Company Response to Comment #4

In response to the Staff’s
comment, the Company will provide the requested information in its future filings, including the Company’s Form 10-Q to
be filed no later than March 12, 2012, when applicable. In accordance with ASC 805, the Company has considered all relevant disclosures
pertaining to the fiscal 2011 acquisitions. Please note that the disclosure requirements of ASC 805-30-50-1.d and ASC 805-30-50-1.e
were included within Note 4 to the Consolidated Financial Statements included in the Company’s Form 10-K. Please see below
for the type of disclosure, inclusive of a qualitative description of the factors that made up the goodwill recognized from our
fiscal 2011 acquisitions and disclosure of contingent purchase price payments made to previous owners paid during each reporting
period, that will be provided in the Company’s future filings when applicable. The previous Note 2 disclosures from the Form
10-K are repeated below with the additional disclosures underscored.

Note 2. ACQUISITIONS

In May 2009, the Company, through
HEICO Electronic, acquired 82.5% of the stock of VPT, Inc., a U.S. company that designs and provides power conversion products
principally serving the defense, space and aviation industries.  The remaining 17.5% continues to be owned by an existing
VPT shareholder which is also a supplier to the acquired company.  During the first and second year following the acquisition,
VPT met certain earnings objectives which obligated the Company to pay additional purchase consideration of $1.3 million in both
fiscal 2011 and 2010. In addition, subject to meeting certain earnings objectives during the third year following the acquisition,
the Company may be obligated to pay additional purchase consideration of up to $10.1 million in fiscal 2012, which will be recorded
as additional goodwill.

In October 2009, the Company,
through HEICO Electronic, acquired the business, assets and certain liabilities of the Seacom division of privately-held Dukane
Corp. and formed a new subsidiary, Dukane Seacom, Inc.