FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * MENDELSON LAURANS A   2. Issuer Name and Ticker or Trading Symbol HEICO CORP [HEI, HEI.A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO, COB and President (Last) (First) (Middle) 825 S. BRICKELL BAY DRIVE, SUITE 1643 3. Date of Earliest Transaction (Month/Day/Year) 12/19/2005 (Street) MIAMI, FL 33131 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/19/2005   M   61,257 A $ 3.8175 225,970 D   Common Stock 12/19/2005   F   9,483 D $ 24.66 216,487 D   Class A Common Stock 12/19/2005   M   61,045 A $ 3.8175 206,804 D   Class A Common Stock 12/19/2005   F   11,921 D $ 19.55 194,883 D   Common Stock               602,384 I Owned by Partnership (1) Class A Common Stock               82,247 I Owned by Partnership (1) Common Stock               279,058 I Owned by Partnership (2) Class A Common Stock               105,105 I Owned by Partnership (2) Common Stock               157,282 I Owned by Corporation (3) Class A Common Stock               147,409 I Owned by Corporation (3) Common Stock               25,663 I By 401(k) (4) Class A Common Stock               24,556 I By 401(k) (4) Common Stock               45,441 I Owned by Corporation (5) Class A Common Stock               13,175 I Owned by Corporation (5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to Purchase Common Stock)

$ 3.8175

12/19/2005

M

61,257

03/19/1996

03/19/2006

Common Stock

61,257

$ 0

0

D

Option (right to Purchase Class A Common Stock)

$ 3.8175

12/19/2005

M

61,045

03/19/1996

03/19/2006

Class A Common Stock

61,045

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MENDELSON LAURANS A 825 S. BRICKELL BAY DRIVE SUITE 1643 MIAMI, FL 33131	X	X	CEO, COB and President

Signatures

Laurans A. Mendelson		12/20/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents shares owned by LAM Limited Partners, a partnership whose sole general partner is a corporation controlled by Arlene Mendelson, the wife of the Reporting Person.
(2)	Represents shares owned by LAM Alpha Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.
(3)	Represents shares owned by Mendelson International Corporation, a corporation of which the Reporting Person is the Chairman of the Board. The Reporting Person disclaims beneficial ownership of securities held by Mendelson International Corporation.
(4)	Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated December 18, 2005.
(5)	Represents shares owned by the Laurans A. and Arlene H. Mendelson Charitable Foundation, Inc. (the Foundation), a non-profit Charitable Corporation. The Reporting Person disclaims beneficial ownership of securities held by the Foundation.

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