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

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported): December 15, 2003

                                HEICO CORPORATION
             (Exact name of registrant as specified in its charter)

          Florida                        1-4604                  65-0341002
(State or other jurisdiction    (Commission file number)      (I.R.S. Employer
     of incorporation)                                       Identification No.)

  3000 Taft Street, Hollywood, Florida                              33021
(Address of principal executive offices)                         (Zip Code)

                                 (954) 987-4000
              (Registrant's telephone number, including area code)

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ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

     On December 15, 2003, HEICO Corporation issued a press release announcing
its financial results for the fourth quarter and full fiscal year ended October
31, 2003. A copy of the press release is furnished as Exhibit 99.1 to this
report.

     The information in this report shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liability of that section, and shall not be
incorporated by reference into any registration statement or other document
filed under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such filing.

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                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          HEICO CORPORATION
                                             (Registrant)

Date: December 15, 2003                   By: /s/ Thomas S. Irwin
                                              --------------------------------
                                              Thomas S. Irwin
                                              Executive Vice President
                                              and Chief Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)

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                                  EXHIBIT INDEX

EXHIBIT NO.     DESCRIPTION
- -----------     -----------

 99.1           Press release, dated December 15, 2003, titled "HEICO
                Corporation Reports Fiscal 2003 Fourth Quarter and Full Year
                Results."

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