================================================================================

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

                                    FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2007 OR

[ ]  TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from ______ to _______

                          COMMISSION FILE NUMBER 1-4604

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

               Florida                                        65-0341002
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                         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)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                 Yes [X] No [ ]

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

   Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer [ ]

     Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).

                                 Yes [ ] No [X]

     The number of shares outstanding of each of the registrant's classes of
common stock as of February 28, 2007:

         Common Stock, $.01 par value                   10,417,778 shares
         Class A Common Stock, $.01 par value           15,143,107 shares

================================================================================



                                HEICO CORPORATION

                     INDEX TO QUARTERLY REPORT ON FORM 10-Q



                                                                                                          PAGE
                                                                                                         ------
                                                                                                         
PART I.  FINANCIAL INFORMATION:

     Item 1.   Condensed Consolidated Balance Sheets (unaudited)
                  as of January 31, 2007 and October 31, 2006............................................     2

               Condensed Consolidated Statements of Operations (unaudited)
                  for the three months ended January 31, 2007 and 2006...................................     3

               Condensed Consolidated Statements of Cash Flows (unaudited)
                  for the three months ended January 31, 2007 and 2006...................................     4

               Notes to Condensed Consolidated Financial Statements (unaudited)..........................     5

     Item 2.   Management's Discussion and Analysis of Financial
                  Condition and Results of Operations....................................................    14

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk................................    23

     Item 4.   Controls and Procedures...................................................................    24

PART II.  OTHER INFORMATION:

     Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds...............................    25

     Item 6.   Exhibits..................................................................................    25

SIGNATURE................................................................................................    26


                                        1


                      PART I. ITEM 1. FINANCIAL INFORMATION
                       HEICO CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS - UNAUDITED



                                                                        JANUARY 31,      OCTOBER 31,
                                                                           2007             2006
                                                                      --------------   --------------
                                                                                 
                                     ASSETS
Current assets:
   Cash and cash equivalents                                          $    5,843,000   $    4,999,000
   Accounts receivable, net                                               66,360,000       65,012,000
   Inventories, net                                                       99,228,000       97,283,000
   Prepaid expenses and other current assets                               5,605,000        3,418,000
   Deferred income taxes                                                  11,729,000        9,309,000
                                                                      --------------   --------------
     Total current assets                                                188,765,000      180,021,000

Property, plant and equipment, net                                        50,105,000       49,489,000
Goodwill                                                                 276,423,000      275,116,000
Intangible assets, net                                                    21,125,000       22,011,000
Other assets                                                              10,542,000        8,178,000
                                                                      --------------   --------------
     Total assets                                                     $  546,960,000   $  534,815,000
                                                                      ==============   ==============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt                               $        6,000   $       39,000
   Trade accounts payable                                                 21,448,000       22,386,000
   Accrued expenses and other current liabilities                         30,737,000       41,503,000
   Income taxes payable                                                           --        1,575,000
                                                                      --------------   --------------
     Total current liabilities                                            52,191,000       65,503,000

Long-term debt, net of current maturities                                 60,016,000       55,022,000
Deferred income taxes                                                     28,970,000       28,052,000
Other non-current liabilities                                              8,099,000        5,679,000
                                                                      --------------   --------------
     Total liabilities                                                   149,276,000      154,256,000
                                                                      --------------   --------------
Minority interests in consolidated subsidiaries                           65,674,000       63,301,000
                                                                      --------------   --------------
Commitments and contingencies (Note 11)
Shareholders' equity:
   Preferred Stock, $.01 par value per share; 10,000,000 shares
     authorized; 300,000 shares designated as Series B Junior
     Participating Preferred Stock and 300,000 shares designated
     as Series C Junior Participating Preferred Stock; none issued                --               --
   Common Stock, $.01 par value per share; 30,000,000 shares
     authorized; 10,414,778 and 10,311,564 shares issued and
     outstanding, respectively                                               104,000          103,000
   Class A Common Stock, $.01 par value per share; 30,000,000
     shares authorized; 15,134,223 and 15,062,398 shares issued
     and outstanding, respectively                                           151,000          151,000
   Capital in excess of par value                                        214,065,000      206,260,000
   Accumulated other comprehensive income                                    109,000           62,000
   Retained earnings                                                     117,581,000      110,682,000
                                                                      --------------   --------------
     Total shareholders' equity                                          332,010,000      317,258,000
                                                                      --------------   --------------
     Total liabilities and shareholders' equity                       $  546,960,000   $  534,815,000
                                                                      ==============   ==============


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                        2


                       HEICO CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED



                                                                       THREE MONTHS ENDED JANUARY 31,
                                                                      -------------------------------
                                                                           2007            2006
                                                                      --------------   --------------
                                                                                 
Net sales                                                             $  113,684,000   $   88,101,000
                                                                      --------------   --------------
Operating costs and expenses:
   Cost of sales                                                          76,196,000       56,049,000
   Selling, general and administrative expenses                           20,348,000       16,766,000
                                                                      --------------   --------------
Total operating costs and expenses                                        96,544,000       72,815,000
                                                                      --------------   --------------
Operating income                                                          17,140,000       15,286,000
Interest expense                                                            (849,000)        (808,000)
Interest and other income (expense)                                          184,000          (53,000)
                                                                      --------------   --------------
Income before income taxes and minority interests                         16,475,000       14,425,000
Income tax expense                                                         4,988,000        4,916,000
                                                                      --------------   --------------
Income before minority interests                                          11,487,000        9,509,000
Minority interests' share of income                                        3,566,000        2,760,000
                                                                      --------------   --------------
Net income                                                            $    7,921,000   $    6,749,000
                                                                      ==============   ==============
Net income per share:
   Basic                                                              $          .31   $          .27
   Diluted                                                            $          .30   $          .26

Weighted average number of common shares outstanding:
   Basic                                                                  25,482,633       24,673,957
   Diluted                                                                26,811,861       26,231,848

Cash dividends per share                                              $         0.04   $         0.04


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                        3


                       HEICO CORPORATION AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED



                                                                       THREE MONTHS ENDED JANUARY 31,
                                                                      -------------------------------
                                                                           2007            2006
                                                                      --------------   --------------
                                                                                 
Operating Activities:
    Net income                                                        $    7,921,000   $    6,749,000
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Depreciation and amortization                                      2,945,000        2,149,000
        Deferred income tax provision                                     (1,502,000)       1,061,000
        Minority interests' share of income                                3,566,000        2,760,000
        Tax benefit from stock option exercises                            6,885,000        2,365,000
        Excess tax benefit from stock option exercises                    (5,271,000)      (1,130,000)
        Stock option compensation expense                                    258,000          428,000
        Changes in assets and liabilities, net of acquisitions:
          (Increase) decrease in accounts receivable                      (1,329,000)       1,444,000
          Increase in inventories                                         (2,131,000)      (4,157,000)
          Increase in prepaid expenses and other current assets           (2,185,000)        (440,000)
          (Decrease) increase in trade accounts payable                     (944,000)         287,000
          Decrease in accrued expenses and other current
           liabilities                                                    (3,529,000)      (6,038,000)
          (Decrease) increase in income taxes payable                     (1,579,000)         579,000
        Other                                                                 (4,000)         291,000
                                                                      --------------   --------------
    Net cash provided by operating activities                              3,101,000        6,348,000
                                                                      --------------   --------------

Investing Activities:
    Acquisitions and related costs, net of cash acquired                  (8,385,000)     (30,062,000)
    Capital expenditures                                                  (2,666,000)      (1,207,000)
    Other                                                                     72,000          360,000
                                                                      --------------   --------------
    Net cash used in investing activities                                (10,979,000)     (30,909,000)
                                                                      --------------   --------------
Financing Activities:
    Borrowings on revolving credit facility                                7,000,000       28,000,000
    Payments on revolving credit facility                                 (2,000,000)      (1,000,000)
    Borrowings on short-term line of credit                                       --        1,000,000
    Cash dividends paid                                                   (1,022,000)        (991,000)
    Proceeds from stock option exercises                                     664,000          576,000
    Excess tax benefit from stock option exercises                         5,271,000        1,130,000
    Distributions to minority interest owners                             (1,164,000)        (250,000)
    Other                                                                    (39,000)         (13,000)
                                                                      --------------   --------------
    Net cash provided by financing activities                              8,710,000       28,452,000
                                                                      --------------   --------------

Effect of exchange rate changes on cash                                       12,000            5,000
                                                                      --------------   --------------

Net increase in cash and cash equivalents                                    844,000        3,896,000
Cash and cash equivalents at beginning of year                             4,999,000        5,330,000
                                                                      --------------   --------------
Cash and cash equivalents at end of period                            $    5,843,000   $    9,226,000
                                                                      ==============   ==============


         The accompanying notes are an integral part of these condensed
                       consolidated financial statements.

                                        4


                       HEICO CORPORATION AND SUBSIDIARIES
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS-UNAUDITED

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements of
HEICO Corporation and its subsidiaries (the "Company") have been prepared in
conformity with accounting principles generally accepted in the United States of
America for interim financial information and in accordance with the
instructions to Form 10-Q. Therefore, the condensed consolidated financial
statements do not include all information and footnotes normally included in
annual consolidated financial statements and should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the year ended October 31, 2006. The
October 31, 2006 Condensed Consolidated Balance Sheet has been derived from the
Company's audited consolidated financial statements. In the opinion of
management, the unaudited condensed consolidated financial statements contain
all adjustments (consisting principally of normal recurring accruals) necessary
for a fair presentation of the condensed consolidated balance sheets, statements
of operations and statements of cash flows for such interim periods presented.
The results of operations for the three months ended January 31, 2007 are not
necessarily indicative of the results which may be expected for the entire
fiscal year.

NEW ACCOUNTING PRONOUNCEMENTS

     In May 2005, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 154, "Accounting
Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB
Statement No. 3." SFAS No. 154 changes the requirements for the accounting and
reporting of a change in accounting principle. The Statement eliminates the
requirement in Accounting Principles Board ("APB") Opinion No. 20 to include the
cumulative effect of changes in accounting principle in the income statement in
the period of change, and instead requires that changes in accounting principle
be retrospectively applied unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. The Statement
applies to all voluntary changes in accounting principle. SFAS No. 154 is
effective for changes made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have a material effect on the Company's
results of operations, financial position, or cash flows.

     In June 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"),
"Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement
No. 109," which seeks to reduce the diversity in practice associated with the
accounting and reporting for uncertainty in income tax positions. This
Interpretation prescribes a comprehensive model for the financial statement
recognition, measurement, presentation and disclosure of uncertain tax positions
taken or expected to be taken in an income tax return. FIN 48 presents a
two-step process for evaluating a tax position. The first step is to determine
whether it is more-likely-than-not that a tax position will be sustained upon
examination, based on the technical merits of the position. The second step is
to measure the benefit to be recorded from tax positions that meet the
more-likely-than-not

                                       5


recognition threshold, by determining the largest amount of tax benefit that is
greater than 50 percent likely of being realized upon ultimate settlement, and
recognizing that amount in the financial statements. FIN 48 is effective for
fiscal years beginning after December 15, 2006. The Company is currently
evaluating the impact that the adoption of FIN 48 will have on its results of
operations, financial position, and cash flows.

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which provides enhanced guidance for using fair value to measure assets and
liabilities. SFAS No. 157 provides a common definition of fair value and
establishes a framework to make the measurement of fair value in generally
accepted accounting principles more consistent and comparable. SFAS No. 157 also
requires expanded disclosures to provide information about the extent to which
fair value is used to measure assets and liabilities, the methods and
assumptions used to measure fair value, and the effect of fair value measures on
earnings. SFAS No. 157 is effective for financial statements issued in fiscal
years beginning after November 15, 2007. The Company is currently in the process
of evaluating the effect, if any, the adoption of SFAS No. 157 will have on its
results of operations, financial position, or cash flows.

     In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 was issued in order to eliminate the diversity in
practice surrounding how public companies quantify financial statement
misstatements. SAB No. 108 requires that registrants quantify errors using both
a balance sheet (iron curtain) approach and an income statement (rollover)
approach then evaluate whether either approach results in a misstated amount
that, when all relevant quantitative and qualitative factors are considered, is
material. SAB No. 108 is effective for fiscal years ending after November 15,
2006. The Company does not expect the adoption of SAB No. 108 to have a material
effect on its results of operations, financial position, or cash flows.

2.   ACQUISITIONS

     During the first quarter of fiscal 2007, the Company, through its HEICO
Aerospace Holdings Corp. subsidiary, acquired an additional 10% of the equity
interests for one of its subsidiaries, which increased the Company's ownership
interest to 90%. The purchase price was paid using cash provided by operating
activities and was not significant to the Company's condensed consolidated
financial statements.

     During the first quarter of fiscal 2007, the Company, through its HEICO
Electronic Technologies Corp. subsidiary, paid $7.3 million of additional
purchase consideration related to two subsidiaries acquired in previous years,
of which $7.2 million was accrued as of October 31, 2006 based on each
subsidiary's estimated earnings relative to target. (See Note 11, Commitments
and Contingencies, for additional information on contingent purchase
consideration associated with certain of the Company's acquisitions.)

                                        6


     During fiscal 2006, the Company, through its HEICO Aerospace Holdings Corp.
subsidiary, acquired Arger Enterprises, Inc. and its related companies
(collectively "Arger") in May 2006 and Prime Air, LLC in September 2006. The
operating results of each acquired company were included in the Company's
results of operations from their effective acquisition date. Had the
acquisitions taken place as of the beginning of fiscal 2006, net sales on a pro
forma basis for the first quarter of fiscal 2006 would have been $98.9 million.
The pro forma net income and net income per share (basic and diluted) assuming
these acquisitions had been consummated as of the beginning of fiscal 2006 would
not have been materially different than the reported amounts.

     In conjunction with the acquisition of Arger, the Company recognized a $1.8
million restructuring liability as of the acquisition date to combine the
operations of Arger with other subsidiaries of HEICO Aerospace Holdings Corp.
The restructuring costs consisted principally of employee termination and
relocation costs, moving costs and associated expenses and contract termination
costs of which $1.1 million were paid and $.6 million were deemed not necessary
and reversed during fiscal 2006. The remaining $.1 million of costs were paid in
the first quarter of fiscal 2007.

3.   SELECTED FINANCIAL STATEMENT INFORMATION

     ACCOUNTS RECEIVABLE

          
          
                                                                     JANUARY 31,      OCTOBER 31,
                                                                         2007             2006
                                                                    --------------   --------------
                                                                               
          Accounts receivable                                       $   69,302,000   $   67,905,000
          Less:  Allowance for doubtful accounts                        (2,942,000)      (2,893,000)
                                                                    --------------   --------------
              Accounts receivable, net                              $   66,360,000   $   65,012,000
                                                                    ==============   ==============
          

     COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED PERCENTAGE-OF-COMPLETION
     CONTRACTS

          
          
                                                                     JANUARY 31,      OCTOBER 31,
                                                                         2007             2006
                                                                    --------------   --------------
                                                                               
          Costs incurred on uncompleted contracts                   $   18,254,000   $   16,428,000
          Estimated earnings                                            12,857,000       12,221,000
                                                                    --------------   --------------
                                                                        31,111,000       28,649,000
          Less:  Billings to date                                      (25,630,000)     (21,614,000)
                                                                    --------------   --------------
                                                                    $    5,481,000   $    7,035,000
                                                                    ==============   ==============
          Included in accompanying Condensed Consolidated
              Balance Sheets under the following captions:
                Accounts receivable, net (costs and estimated
                 earnings in excess of billings)                    $    7,373,000   $    7,204,000
                Accrued expenses and other current liabilities
                 (billings in excess of costs and estimated earnings)
                 earnings)                                              (1,892,000)        (169,000)
                                                                    --------------   --------------
                                                                    $    5,481,000   $    7,035,000
                                                                    ==============   ==============
          

     Changes in estimates did not have a material effect on net income or
diluted net income per share in the three months ended January 31, 2007 and
2006.

                                        7


     INVENTORIES

          
          
                                                                     JANUARY 31,      OCTOBER 31,
                                                                         2007            2006
                                                                    --------------   --------------
                                                                               
          Finished products                                         $   53,239,000   $   52,245,000
          Work in process                                               14,136,000       13,805,000
          Materials, parts, assemblies and supplies                     31,853,000       31,233,000
                                                                    --------------   --------------
               Inventories, net                                     $   99,228,000   $   97,283,000
                                                                    ==============   ==============
          

     Inventories related to long-term contracts were not significant as of
January 31, 2007 and October 31, 2006.

     PROPERTY, PLANT AND EQUIPMENT

          
          
                                                                     JANUARY 31,      OCTOBER 31,
                                                                         2007             2006
                                                                    --------------   --------------
                                                                               
          Land                                                      $    3,155,000   $    3,155,000
          Buildings and improvements                                    28,112,000       27,724,000
          Machinery, equipment and tooling                              60,272,000       59,052,000
          Construction in progress                                       4,767,000        3,796,000
                                                                    --------------   --------------
                                                                        96,306,000       93,727,000
          Less: Accumulated depreciation and amortization              (46,201,000)     (44,238,000)
                                                                    --------------   --------------
               Property, plant and equipment, net                   $   50,105,000   $   49,489,000
                                                                    ==============   ==============
          

4.   GOODWILL AND OTHER INTANGIBLE ASSETS

     The Company has two operating segments: the Flight Support Group ("FSG")
and the Electronic Technologies Group ("ETG"). Changes in the carrying amount of
goodwill by operating segment for the three months ended January 31, 2007 are as
follows:



                                                                      SEGMENT
                                                          -------------------------------    CONSOLIDATED
                                                               FSG              ETG             TOTALS
                                                          --------------   --------------   --------------
                                                                                   
Balances as of October 31, 2006                           $  157,204,000   $  117,912,000   $  275,116,000
Goodwill acquired                                                993,000               --          993,000
Adjustments to goodwill                                           54,000          260,000          314,000
                                                          --------------   --------------   --------------
Balances as of January 31, 2007                           $  158,251,000   $  118,172,000   $  276,423,000
                                                          ==============   ==============   ==============


     The goodwill acquired is a result of the acquisition described in Note 2,
Acquisitions. Adjustments to goodwill consist primarily of contingent purchase
price payments to previous owners of acquired businesses and adjustments related
to the preliminary allocation of the purchase price of prior year acquisitions
to the assets acquired and liabilities assumed.

                                        8


     Identifiable intangible assets consist of:



                                       AS OF JANUARY 31, 2007                         AS OF OCTOBER 31, 2006
                            --------------------------------------------   --------------------------------------------
                               GROSS                            NET           GROSS                            NET
                              CARRYING      ACCUMULATED       CARRYING       CARRYING      ACCUMULATED       CARRYING
                               AMOUNT       AMORTIZATION       AMOUNT         AMOUNT       AMORTIZATION       AMOUNT
                            ------------    ------------    ------------   ------------    ------------    ------------
                                                                                         
Amortizing Assets:
Customer relationships      $ 13,595,000    $ (2,801,000)   $ 10,794,000   $ 13,595,000    $ (2,138,000)   $ 11,457,000
Intellectual property          1,992,000        (623,000)      1,369,000      1,992,000        (498,000)      1,494,000
Licenses                       1,000,000        (345,000)        655,000      1,000,000        (326,000)        674,000
Non-compete agreements           800,000        (506,000)        294,000        800,000        (434,000)        366,000
Patents                          563,000        (112,000)        451,000        560,000        (102,000)        458,000
                            ------------    ------------    ------------   ------------    ------------    ------------
                              17,950,000      (4,387,000)     13,563,000     17,947,000      (3,498,000)     14,449,000
Non-Amortizing Assets:
Trade names                    7,562,000              --       7,562,000      7,562,000              --       7,562,000
                            ------------    ------------    ------------   ------------    ------------    ------------
                            $ 25,512,000    ($ 4,387,000)   $ 21,125,000   $ 25,509,000    ($ 3,498,000)   $ 22,011,000
                            ============    ============    ============   ============    ============    ============


5.   SHORT-TERM AND LONG-TERM DEBT

     As of January 31, 2007, no borrowings were outstanding under the $7.0
million short-term line of credit that one of the Company's subsidiaries has
with a bank.

     Long-term debt consists of:

          
          
                                                                     JANUARY 31,      OCTOBER 31,
                                                                         2007             2006
                                                                    --------------   --------------
                                                                               
          Borrowings under revolving credit facility                $   58,000,000   $   53,000,000
          Industrial Development Revenue Refunding
           Bonds - Series 1988                                           1,980,000        1,980,000
          Capital leases and equipment loans                                42,000           81,000
                                                                    --------------   --------------
                                                                        60,022,000       55,061,000
          Less: Current maturities of long-term debt                        (6,000)         (39,000)
                                                                    --------------   --------------
                                                                    $   60,016,000   $   55,022,000
                                                                    ==============   ==============
          

     As of January 31, 2007 and October 31, 2006, the weighted average interest
rate on borrowings under the Company's revolving credit facility was 6.1%. The
revolving credit facility contains both financial and non-financial covenants.
As of January 31, 2007, the Company believes it is in compliance with all such
covenants.

     The interest rates on the Series 1988 industrial development revenue bonds
were 3.5% and 3.6% as of January 31, 2007 and October 31, 2006, respectively.

                                        9


6.   INCOME TAXES

     In December 2006, Section 41 of the Internal Revenue Code, "Credit for
Increasing Research Activities" was retroactively extended for two years to
cover the period from January 1, 2006 to December 31, 2007. As a result, in the
first quarter of 2007, the Company recognized an income tax credit for qualified
research and development activities for the full fiscal 2006 year. The tax
credit, net of expenses, increased net income by approximately $.3 million, or
$.01 per diluted share, for the three months ended January 31, 2007.

7.   SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME

     Changes in consolidated shareholders' equity and comprehensive income for
the three months ended January 31, 2007 are as follows:



                                                                                        ACCUMULATED
                                                            CLASS A      CAPITAL IN        OTHER
                                             COMMON         COMMON        EXCESS OF    COMPREHENSIVE    RETAINED     COMPREHENSIVE
                                              STOCK          STOCK        PAR VALUE       INCOME        EARNINGS        INCOME
                                          -------------  -------------  -------------  -------------  -------------  -------------
                                                                                                   
Balances as of October 31, 2006           $     103,000  $     151,000  $ 206,260,000  $      62,000  $ 110,682,000
Net income                                           --             --             --             --      7,921,000  $   7,921,000
Foreign currency translation adjustments             --             --             --         47,000             --         47,000
                                                                                                                     -------------
Comprehensive income                                 --             --             --             --             --  $   7,968,000
                                                                                                                     =============
Cash dividends ($.04 per share)                      --             --             --             --     (1,022,000)
Tax benefit from stock option exercises              --             --      6,885,000             --             --
Proceeds from stock option exercises              1,000             --        663,000             --             --
Stock option compensation expense                    --             --        258,000             --             --
Other                                                --             --         (1,000)            --             --
                                          -------------  -------------  -------------  -------------  -------------
Balances as of January 31, 2007           $     104,000  $     151,000  $ 214,065,000  $     109,000  $ 117,581,000
                                          =============  =============  =============  =============  =============


8.   RESEARCH AND DEVELOPMENT EXPENSES

     Cost of sales for the three months ended January 31, 2007 and 2006 includes
approximately $4.0 million and $3.8 million, respectively, of new product
research and development expenses. The expenses are net of reimbursements
pursuant to research and development cooperation and joint venture agreements,
which were not significant.

                                       10


9.   NET INCOME PER SHARE

     The following table sets forth the computation of basic and diluted net
income per share for the three months ended January 31:



                                                      THREE MONTHS ENDED JANUARY 31,
                                                     -------------------------------
                                                          2007             2006
                                                     --------------   --------------
                                                                
Numerator:
  Net income                                         $    7,921,000   $    6,749,000
                                                     ==============   ==============
Denominator:
  Weighted average common shares outstanding-basic       25,482,633       24,673,957
  Effect of dilutive stock options                        1,329,228        1,557,891
                                                     --------------   --------------
  Weighted average common shares outstanding-diluted     26,811,861       26,231,848
                                                     ==============   ==============

Net income per share- basic                          $         0.31   $         0.27
Net income per share- diluted                        $         0.30   $         0.26

Anti-dilutive stock options excluded                             --           48,161


10.  OPERATING SEGMENTS

     Information on the Company's two operating segments, the Flight Support
Group ("FSG"), consisting of HEICO Aerospace Holdings Corp. and its
subsidiaries, and the Electronic Technologies Group ("ETG"), consisting of HEICO
Electronic Technologies Corp. and its subsidiaries, for the three months ended
January 31, 2007 and 2006, respectively, is as follows:



                                                                                         OTHER,
                                                            SEGMENT (1)                PRIMARILY
                                                  -------------------------------    CORPORATE AND    CONSOLIDATED
                                                       FSG              ETG          INTERSEGMENT        TOTALS
                                                  --------------   --------------   --------------   --------------
                                                                                         
For the three months ended January 31, 2007:
   Net sales                                      $   88,075,000   $   25,609,000   $           --   $  113,684,000
   Depreciation and amortization                       2,015,000          847,000           83,000        2,945,000
   Operating income                                   14,425,000        5,764,000       (3,049,000)      17,140,000
   Capital expenditures                                2,339,000          315,000           12,000        2,666,000

For the three months ended January 31, 2006:
   Net sales                                      $   63,678,000   $   24,482,000   $      (59,000)  $   88,101,000
   Depreciation and amortization                       1,435,000          628,000           86,000        2,149,000
   Operating income                                   11,615,000        6,403,000       (2,732,000)      15,286,000
   Capital expenditures                                  823,000          378,000            6,000        1,207,000


(1)  During the third quarter of fiscal 2006, one of the Company's subsidiaries
     formerly included in the ETG was reclassified to the FSG. Prior period
     amounts have been retroactively restated to reflect the revised segment
     classification.

                                       11


11.  COMMITMENTS AND CONTINGENCIES

LEASE COMMITMENTS

     During the first quarter of fiscal 2007, the Company, through a subsidiary
of the FSG, entered in an operating lease commitment for a new facility which is
under construction and expected to be occupied in the fourth quarter of fiscal
2007. The minimum lease payments for fiscal 2007, which commence upon the
completion of the facility, are estimated to be $96,000. Minimum lease payments
for the next five fiscal years are estimated to be $462,000 in fiscal 2008,
$479,000 in fiscal 2009, $495,000 in fiscal 2010, $513,000 in fiscal 2011,
$531,000 in fiscal 2012 and $3,481,000 thereafter.

GUARANTEES

     The Company has arranged for standby letters of credit aggregating $1.8
million to meet the security requirement of its insurance company for potential
workers' compensation claims, which are supported by the Company's revolving
credit facility. In addition, the Company's industrial development revenue bonds
are secured by a $2.0 million letter of credit expiring April 2008 and a
mortgage on the related properties pledged as collateral.

     Changes in the Company's product warranty liability for the three months
ended January 31, 2007 and 2006, respectively, are as follows:

                                              THREE MONTHS ENDED JANUARY 31,
                                            -----------------------------------
                                                  2007                2006
                                            ----------------   ----------------
Balances as of beginning of fiscal year     $        534,000   $        395,000
Acquired warranty liabilities                             --             15,000
Accruals for warranties                              158,000            112,000
Warranty claims settled                             (200,000)          (125,000)
                                            ----------------   ----------------
Balances as of January 31                   $        492,000   $        397,000
                                            ================   ================

     As part of the agreement to acquire an 80% interest in a subsidiary by the
FSG in fiscal 2001, the Company acquired an additional 10% of the equity
interests of the subsidiary during the first quarter of fiscal 2007. The Company
has the right to purchase the remaining 10% of the equity interests in fiscal
2011, or sooner under certain conditions, and the minority holder has the right
to cause the Company to purchase the same equity interest in the same period.

     As part of the agreement to acquire an 80% interest in a subsidiary by the
ETG in fiscal 2004, the Company has the right to purchase the minority interests
beginning at approximately the tenth anniversary of the acquisition, or sooner
under certain conditions, and the minority holders have the right to cause the
Company to purchase their interests commencing on approximately the fifth
anniversary of the acquisition, or sooner under certain conditions.

     As part of the agreement to purchase a subsidiary by the ETG in fiscal
2005, the Company may be obligated to pay additional purchase consideration
currently estimated to total up to $2.3 million should the subsidiary meet
certain product line-related earnings objectives during the fourth and

                                       12


fifth years following the acquisition. The additional purchase consideration
will be accrued when the earnings objectives are met.

     As part of the agreement to acquire an 85% interest in a subsidiary by the
ETG in fiscal 2005, the minority holders have the right to cause the Company to
purchase their interests over a four-year period starting around the second
anniversary of the acquisition, or sooner under certain conditions.

     As part of the agreement to acquire a 51% interest in a subsidiary by the
FSG in fiscal 2006, the Company has the right to purchase 28% of the equity
interests of the subsidiary over a four-year period beginning approximately
after the second anniversary of the acquisition, or sooner under certain
conditions, and the minority holders have the right to cause the Company to
purchase the same equity interest over the same period. Further, the Company has
the right to purchase the remaining 21% of the equity interests of the
subsidiary over a three-year period beginning approximately after the fourth
anniversary of the acquisition, or sooner under certain conditions, and the
minority holders have the right to cause the Company to purchase the same equity
interest over the same period.

     As part of the agreement to acquire a subsidiary by the ETG in fiscal 2006,
the Company may be obligated to pay additional consideration of up to $9.2
million in fiscal 2007, $17.8 million in fiscal 2008 and $19.2 million in fiscal
2009. The additional purchase consideration will be accrued when the earnings
objectives are met.

     As part of an agreement to acquire an 80% interest in a subsidiary by the
FSG in fiscal 2006, the Company may be obligated to pay additional purchase
consideration of up to $7.0 million in aggregate should the subsidiary meet
certain earnings objectives during the first two years following the
acquisition. The additional purchase consideration will be accrued when the
earnings objectives are met. Further, the Company has the right to purchase the
remaining 20% minority interests beginning at approximately the eighth
anniversary of the acquisition, or sooner under certain conditions, and the
minority holders have the right to cause the Company to purchase the same equity
interest over the same period.

     As part of an agreement for exclusive license rights to intellectual
property, one of the subsidiaries of the ETG has guaranteed minimum royalty
payments aggregating $.2 million through fiscal 2007.

LITIGATION

     The Company is involved in various legal actions arising in the normal
course of business. Based upon the Company's and its legal counsel's evaluations
of any claims or assessments, management is of the opinion that the outcome of
these matters will not have a material adverse effect on the Company's results
of operations, financial position, or cash flows.

                                       13


            ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

     This discussion of our financial condition and results of operations should
be read in conjunction with our condensed consolidated financial statements and
notes thereto included herein. The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities as of the date of the consolidated financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ materially from those estimates if
different assumptions were used or different events ultimately transpire.

     The Company's critical accounting policies, some of which require
management to make judgments about matters that are inherently uncertain, are
described in Item 7, "Management's Discussion and Analysis of Financial
Condition and Results of Operations," under the heading "Critical Accounting
Policies" in the Company's Annual Report on Form 10-K for the year ended October
31, 2006.

     The Company has two operating segments: the Flight Support Group ("FSG"),
consisting of HEICO Aerospace Holdings Corp. ("HEICO Aerospace") and its
subsidiaries, and the Electronic Technologies Group ("ETG"), consisting of HEICO
Electronic Technologies Corp. ("HEICO Electronic") and its subsidiaries.

                                       14


RESULTS OF OPERATIONS

The following table sets forth the results of the Company's operations, net
sales and operating income by segment, and the percentage of net sales
represented by the respective items in the Company's Condensed Consolidated
Statements of Operations.



                                                       THREE MONTHS ENDED JANUARY 31,
                                                     ----------------------------------
                                                          2007               2006
                                                     ---------------    ---------------
                                                                  
Net sales                                            $   113,684,000    $    88,101,000
                                                     ---------------    ---------------
Cost of sales                                             76,196,000         56,049,000
Selling, general and administrative expenses              20,348,000         16,766,000
                                                     ---------------    ---------------
Total operating costs and expenses                        96,544,000         72,815,000
                                                     ---------------    ---------------
Operating income                                     $    17,140,000    $    15,286,000
                                                     ===============    ===============
Net sales by segment: (1)
  Flight Support Group                               $    88,075,000    $    63,678,000
  Electronic Technologies Group                           25,609,000         24,482,000
  Intersegment sales                                              --            (59,000)
                                                     ---------------    ---------------
                                                     $   113,684,000    $    88,101,000
                                                     ===============    ===============
Operating income by segment: (1)
  Flight Support Group                               $    14,425,000    $    11,615,000
  Electronic Technologies Group                            5,764,000          6,403,000
  Other, primarily corporate                              (3,049,000)        (2,732,000)
                                                     ---------------    ---------------
                                                     $    17,140,000    $    15,286,000
                                                     ===============    ===============
Net sales                                                      100.0%             100.0%
Gross profit                                                    33.0%              36.4%
Selling, general and administrative expenses                    17.9%              19.0%
Operating income                                                15.1%              17.4%
Interest expense                                                 0.7%               0.9%
Interest and other income (expense)                              0.2%              (0.1)%
Income tax expense                                               4.4%               5.6%
Minority interests' share of income                              3.1%               3.1%
Net income                                                       7.0%               7.7%


(1)  During the third quarter of fiscal 2006, one of the Company's subsidiaries
     formerly included in the Electronic Technologies Group was reclassified to
     the Flight Support Group. Prior period amounts have been retroactively
     restated to reflect the revised segment classification.

                                       15


COMPARISON OF FIRST QUARTER OF FISCAL 2007 TO FIRST QUARTER OF FISCAL 2006

Net Sales

     Net sales for the first quarter of fiscal 2007 increased by 29.0% to $113.7
million, as compared to net sales of $88.1 million for the first quarter of
fiscal 2006. The increase in net sales reflects an increase of $24.4 million (a
38.3% increase) to $88.1 million in net sales within the FSG, and an increase of
$1.1 million (a 4.6% increase) to $25.6 million in net sales within the ETG. The
FSG's net sales increase reflects the prior year acquisitions of Arger
Enterprises, Inc. and its related companies (collectively "Arger") in May 2006
and Prime Air, LLC ("Prime Air") in September 2006 as well as organic growth of
approximately 18%. The organic growth reflects higher sales of new products and
services and continued increased demand for the FSG's aftermarket replacement
parts and repair and overhaul services. The ETG's net sales increase (consisting
entirely of organic growth) reflects increased demand for certain products.

Gross Profit and Operating Expenses

     The Company's gross profit margin decreased to 33.0% for the first quarter
of fiscal 2007 as compared to 36.4% for the first quarter of fiscal 2006,
reflecting lower margins within the FSG and ETG due principally to product mix.
Consolidated cost of sales for the first quarter of fiscal 2007 and 2006
includes approximately $4.0 million and $3.8 million, respectively, of new
product research and development expenses.

     SG&A expenses were $20.3 million and $16.8 million for the first quarter of
fiscal 2007 and fiscal 2006, respectively. The increase in SG&A expenses was
mainly due to higher operating costs, principally personnel related, associated
with the Arger and Prime Air acquisitions and the increase in net sales
discussed above.

     As a percentage of net sales, SG&A expenses decreased to 17.9% for the
first quarter of fiscal 2007 compared to 19.0% for the first quarter of fiscal
2006. The decrease as a percentage of net sales is due to efficiencies in
controlling costs while increasing revenues.

Operating Income

     Operating income for the first quarter of fiscal 2007 increased by 12.1% to
$17.1 million, compared to operating income of $15.3 million for the first
quarter of fiscal 2006. The increase in operating income reflects an increase of
$2.8 million (a 24.2% increase) to $14.4 million in operating income of the FSG
in the first quarter of fiscal 2007 from $11.6 million for the first quarter of
fiscal 2006 partially offset by a $0.3 million increase in Corporate expenses
and a $.6 million decrease (a 10.0% decrease) in operating income of the ETG
from $6.4 million for the first quarter of fiscal 2006 to $5.8 million for the
first quarter of fiscal 2007.

     As a percentage of net sales, consolidated operating income decreased to
15.1% for the first quarter of fiscal 2007 compared to 17.4% for the first
quarter of fiscal 2006. The consolidated operating income as a percentage of net
sales reflects a decrease in the FSG's operating income as a percentage of net
sales from 18.2% in the first quarter of fiscal 2006 to 16.4% in the first
quarter of

                                       16


fiscal 2007 and a decrease in the ETG's operating income as a percentage of net
sales from 26.2% in the first quarter of fiscal 2006 to 22.5% in the first
quarter of fiscal 2007. The decrease in operating income as a percentage of net
sales for the FSG principally reflects the decreased gross profit margins
discussed previously partially offset by operating efficiencies within SG&A
expenses. The decrease in operating income as a percentage of net sales for the
ETG principally reflects the aforementioned decreased gross profit margins. See
"Outlook" below for additional information on the operating margins of the FSG
and ETG.

Interest Expense

     Interest expense increased to $849,000 in the first quarter of fiscal 2007
from $808,000 in the first quarter of fiscal 2006. The increase was principally
due to higher interest rates offset by a lower weighted average balance
outstanding under the revolving credit facility in the first quarter of fiscal
2007.

Interest and Other Income

     Interest and other income in the first quarter of fiscal 2007 and 2006 were
not material.

Income Tax Expense

     The Company's effective tax rate for the first quarter of fiscal 2007
decreased to 30.3% from 34.1% for the first quarter of fiscal 2006. The decrease
is principally due to an income tax credit for qualified research and
development activities recognized for the full fiscal 2006 year and the first
quarter of fiscal 2007, as well as a higher amount of the minority interests'
share of income excluded from the Company's fiscal 2007 consolidated income
subject to federal income taxes. The fiscal 2006 tax credit was recorded
pursuant to the December 2006 retroactive extension for the two year period
covering January 1, 2006 to December 31, 2007 of Section 41, "Credit for
Increasing Research Activities," of the Internal Revenue Code and increased net
income, net of expenses, by approximately $.3 million for the first quarter of
fiscal 2007.

Minority Interests' Share of Income

     Minority interests' share of income of consolidated subsidiaries relates to
the 20% minority interest held in HEICO Aerospace and the minority interests
held in certain subsidiaries of HEICO Aerospace including the 49% minority
interest held in Seal Dynamics LLC ("Seal LLC") and the 20% minority interest
held in Prime Air; and the minority interests held in certain subsidiaries of
HEICO Electronic. The increase in the minority interests' share of income for
the first quarter of fiscal 2007 compared to the first quarter of fiscal 2006 is
attributable to the higher earnings of Seal LLC and the FSG and the September
2006 acquisition of Prime Air.

Net Income

     The Company's net income was $7.9 million, or $0.30 per diluted share, for
the first quarter of fiscal 2007 compared to $6.7 million, or $.26 per diluted
share, for the first quarter of fiscal 2006 reflecting the increased operating
income referenced above, partially offset by the increased

                                       17


minority interests' share of income of certain consolidated subsidiaries.

OUTLOOK

     The Company reported increased sales and operating income in its two
business segments reflecting both growth through acquisitions and strong organic
growth, but experienced a slight decline in operating margins. The first quarter
of fiscal 2007 operating margin of the FSG of 16.4%, while down from the prior
year first quarter, approximated the FSG's full fiscal 2006 operating margin of
16.9%. The ETG's operating margin, which varies somewhat from quarter-to-quarter
based on the timing of product shipments and product mix, was also down in the
first quarter of fiscal 2007. The backlog of the ETG, however, was up as of the
end of the first quarter of fiscal 2007 reflecting an increase of $10.3 million,
or 22.8%, to $55.9 million from $45.6 million as of October 31, 2006. Further,
sales orders of the ETG for the first quarter of fiscal 2007 were up 21.2% over
the first quarter of fiscal 2006.

     Based on current economic conditions, the state of the aviation, defense
and electronics industries, order patterns and backlog, the Company continues to
target growth in fiscal 2007 sales and net income over fiscal 2006 and operating
margins to improve over the balance of the year such that full fiscal 2007
operating margins are expected to approximate those of the prior year.

LIQUIDITY AND CAPITAL RESOURCES

     The Company generates cash primarily from its operating activities and
financing activities, including borrowings under long-term credit agreements.

     Principal uses of cash by the Company include acquisitions additional
consideration, payments of principal and interest on debt, capital expenditures,
cash dividends and increases in working capital.

     The Company believes that its net cash provided by operating activities and
available borrowings under its revolving credit facility will be sufficient to
fund cash requirements for the foreseeable future.

Operating Activities

     Net cash provided by operating activities was $3.1 million for the first
three months of fiscal 2007, consisting primarily of net income of $7.9 million,
a tax benefit on stock option exercises of $6.9 million, minority interests'
share of income of consolidated subsidiaries of $3.6 million, depreciation and
amortization of $2.9 million, and stock option compensation expense of $.3
million, partially offset by an increase in net operating assets of $11.7
million, the presentation of $5.3 million of excess tax benefit from stock
option exercises as a financing activity and a deferred income tax provision of
$1.5 million.

     Net cash provided by operating activities decreased from $6.3 million for
the first quarter of fiscal 2006 to $3.1 million for the first quarter of fiscal
2007 principally due to a higher excess tax

                                       18


benefit from stock option exercises presented as a financing activity, partially
offset by an increase in net income.

     The Company generally recognizes a tax benefit from stock option exercises
in the first quarter of its fiscal year ending January 31, or shortly after the
tax year ends (December 31) for any option holder recognizing compensation
income from stock option exercises. The Company experienced an increase in stock
option exercises during calendar 2006 over the previous year due to continued
appreciation in the value of its common stock, which led to a $6.9 million tax
benefit from stock option exercises in the first quarter of fiscal 2007 compared
to a $2.4 million benefit in the first quarter of fiscal 2006. The excess tax
benefit from stock option exercise presented as a financing activity increased
to $5.3 million in the first quarter of fiscal 2007 compared to $1.1 million in
the first quarter of fiscal 2006.

Investing Activities

     Net cash used in investing activities during the first three months of
fiscal 2007 related primarily to acquisitions and related costs of $8.4 million
and capital expenditures totaling $2.7 million. Acquisitions and related costs
principally reflect the payment of additional purchase consideration related to
two subsidiaries acquired in previous years, which was accrued as of October 31,
2006 based on each subsidiary's estimated earnings relative to target and the
acquisition of an additional 10% of the equity interests of a subsidiary of the
Company's HEICO Aerospace Holdings Corp. subsidiary.

Financing Activities

     Net cash provided by financing activities during the first three months of
fiscal 2007 primarily related to borrowings of $7.0 million on the Company's
revolving credit facility principally used to fund the aforementioned additional
purchase consideration, the presentation of $5.3 million of excess tax benefit
from stock option exercises as a financing activity and proceeds from stock
option exercises of $.7 million, partially offset by repayments of $2.0 million
on the Company's revolving credit facility, distributions to minority interest
owners of $1.2 million and the payment of $1.0 million in cash dividends on the
Company's common stock.

OFF-BALANCE SHEET ARRANGEMENTS

     The Company has arranged for standby letters of credit aggregating $1.8
million to meet the security requirement of its insurance company for potential
workers' compensation claims, which are supported by the Company's revolving
credit facility. In addition, the Company's industrial development revenue bonds
are secured by a $2.0 million letter of credit expiring April 2008 and a
mortgage on the related properties pledged as collateral.

     As part of the agreement to acquire an 80% interest in a subsidiary by the
FSG in fiscal 2001, the Company acquired an additional 10% of the equity
interests of the subsidiary during the first quarter of fiscal 2007. The Company
has the right to purchase the remaining 10% of the equity interests in fiscal
2011, or sooner under certain conditions, and the minority holder has the right
to cause the Company to purchase the same equity interest in the same period.

                                       19


     As part of the agreement to acquire an 80% interest in a subsidiary by the
ETG in fiscal 2004, the Company has the right to purchase the minority interests
beginning at approximately the tenth anniversary of the acquisition, or sooner
under certain conditions, and the minority holders have the right to cause the
Company to purchase their interests commencing on approximately the fifth
anniversary of the acquisition, or sooner under certain conditions.

     As part of the agreement to purchase a subsidiary by the ETG in fiscal
2005, the Company may be obligated to pay additional purchase consideration
currently estimated to total up to $2.3 million should the subsidiary meet
certain product line-related earnings objectives during the fourth and fifth
years following the acquisition. The additional purchase consideration will be
accrued when the earnings objectives are met.

     As part of the agreement to acquire an 85% interest in a subsidiary by the
ETG in fiscal 2005, the minority holders have the right to cause the Company to
purchase their interests over a four-year period starting around the second
anniversary of the acquisition, or sooner under certain conditions.

     As part of the agreement to acquire a 51% interest in a subsidiary by the
FSG in fiscal 2006, the Company has the right to purchase 28% of the equity
interests of the subsidiary over a four-year period beginning approximately
after the second anniversary of the acquisition, or sooner under certain
conditions, and the minority holders have the right to cause the Company to
purchase the same equity interest over the same period. Further, the Company has
the right to purchase the remaining 21% of the equity interests of the
subsidiary over a three-year period beginning approximately after the fourth
anniversary of the acquisition, or sooner under certain conditions, and the
minority holders have the right to cause the Company to purchase the same equity
interest over the same period.

     As part of the agreement to acquire a subsidiary by the ETG in fiscal 2006,
the Company may be obligated to pay additional consideration of up to $9.2
million in fiscal 2007, $17.8 million in fiscal 2008 and $19.2 million in fiscal
2009. The additional purchase consideration will be accrued when the earnings
objectives are met.

     As part of an agreement to acquire an 80% interest in a subsidiary by the
FSG in fiscal 2006, the Company may be obligated to pay additional purchase
consideration of up to $7.0 million in aggregate should the subsidiary meet
certain earnings objectives during the first two years following the
acquisition. The additional purchase consideration will be accrued when the
earnings objectives are met. Further, the Company has the right to purchase the
remaining 20% minority interests beginning at approximately the eighth
anniversary of the acquisition, or sooner under certain conditions, and the
minority holders have the right to cause the Company to purchase the same equity
interest over the same period.

     As part of an agreement for exclusive license rights to intellectual
property, one of the subsidiaries of the ETG has guaranteed minimum royalty
payments aggregating $.2 million through fiscal 2007.

                                       20


NEW ACCOUNTING PRONOUNCEMENTS

     In May 2005, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 154, "Accounting
Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB
Statement No. 3." SFAS No. 154 changes the requirements for the accounting and
reporting of a change in accounting principle. The Statement eliminates the
requirement in Accounting Principles Board ("APB") Opinion No. 20 to include the
cumulative effect of changes in accounting principle in the income statement in
the period of change, and instead requires that changes in accounting principle
be retrospectively applied unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. The Statement
applies to all voluntary changes in accounting principle. SFAS No. 154 is
effective for changes made in fiscal years beginning after December 15, 2005.
The adoption of SFAS No. 154 did not have a material effect on the Company's
results of operations, financial position, or cash flows.

     In June 2006, the FASB issued FASB Interpretation No. 48 ("FIN 48"),
"Accounting for Uncertainty in Income Taxes-an interpretation of FASB Statement
No. 109," which seeks to reduce the diversity in practice associated with the
accounting and reporting for uncertainty in income tax positions. This
Interpretation prescribes a comprehensive model for the financial statement
recognition, measurement, presentation and disclosure of uncertain tax positions
taken or expected to be taken in an income tax return. FIN 48 presents a
two-step process for evaluating a tax position. The first step is to determine
whether it is more-likely-than-not that a tax position will be sustained upon
examination, based on the technical merits of the position. The second step is
to measure the benefit to be recorded from tax positions that meet the
more-likely-than-not recognition threshold, by determining the largest amount of
tax benefit that is greater than 50 percent likely of being realized upon
ultimate settlement, and recognizing that amount in the financial statements.
FIN 48 is effective for fiscal years beginning after December 15, 2006. The
Company is currently evaluating the impact that the adoption of FIN 48 will have
on its results of operations, financial position, and cash flows.

     In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which provides enhanced guidance for using fair value to measure assets and
liabilities. SFAS No. 157 provides a common definition of fair value and
establishes a framework to make the measurement of fair value in generally
accepted accounting principles more consistent and comparable. SFAS No. 157 also
requires expanded disclosures to provide information about the extent to which
fair value is used to measure assets and liabilities, the methods and
assumptions used to measure fair value, and the effect of fair value measures on
earnings. SFAS No. 157 is effective for financial statements issued in fiscal
years beginning after November 15, 2007. The Company is currently in the process
of evaluating the effect, if any, the adoption of SFAS No. 157 will have on its
results of operations, financial position, or cash flows.

     In September 2006, the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 108, "Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements." SAB No. 108 was issued in order to eliminate the diversity in
practice surrounding how public companies quantify financial statement
misstatements. SAB No. 108 requires that registrants quantify errors using both
a balance sheet

                                       21


(iron curtain) approach and an income statement (rollover) approach then
evaluate whether either approach results in a misstated amount that, when all
relevant quantitative and qualitative factors are considered, is material. SAB
No. 108 is effective for fiscal years ending after November 15, 2006. The
Company does not expect the adoption of SAB No. 108 to have a material effect on
its results of operations, financial position, or cash flows.

FORWARD-LOOKING STATEMENTS

     Certain statements in this Report constitute "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements contained herein that are not clearly historical in nature may be
forward-looking and the words "believe," "expect," "estimate" and similar
expressions are generally intended to identify forward looking statements. Any
forward-looking statements contained herein, in press releases, written
statements or other documents filed with the Securities and Exchange Commission
or in communications and discussions with investors and analysts in the normal
course of business through meetings, phone calls and conference calls,
concerning our operations, economic performance and financial condition are
subject to known and unknown risks, uncertainties and contingencies. We have
based these forward-looking statements on our current expectations and
projections about future events. All forward-looking statements involve risks
and uncertainties, many of which are beyond our control, which may cause actual
results, performance or achievements to differ materially from anticipated
results, performance or achievements. Also, forward-looking statements are based
upon management's estimates of fair values and of future costs, using currently
available information. Therefore, actual results may differ materially from
those expressed in or implied by those statements. Factors that could cause such
differences, but are not limited to: lower demand for commercial air travel or
airline fleet changes, which could cause lower demand for our goods and
services; product specification costs and requirements, which could cause an
increase to our costs to complete contracts; governmental and regulatory
demands, export policies and restrictions, reductions in defense or space
spending by U.S. and/or foreign customers, or competition from existing and new
competitors, which could reduce our sales; HEICO's ability to introduce new
products and product pricing levels, which could reduce our sales or sales
growth; HEICO's ability to make acquisitions and achieve operating synergies
from acquired businesses, customer credit risk, interest rates and economic
conditions within and outside of the aviation, defense, space and electronics
industries, which could negatively impact our costs and revenues; and HEICO's
ability to maintain effective internal controls, which could adversely affect
our business and the market price of our common stock. We undertake no
obligation to publicly update or revise any forward-looking statement, whether
as a result of new information, future events or otherwise.

                                       22


                ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
                                ABOUT MARKET RISK

     Substantially all of the Company's borrowings bear interest at floating
interest rates. Based on the outstanding debt balance as of January 31, 2007, a
hypothetical 10% increase in interest rates would increase the Company's
interest expense by approximately $359,000 on an annual basis.

     The Company is also exposed to foreign currency exchange rate fluctuations
on the United States dollar value of its foreign currency denominated
transactions, which are principally in British pound sterling. A hypothetical
10% weakening in the exchange rate of the British pound sterling to the United
States dollar as of January 31, 2007 would not have a material effect on the
Company's results of operations, financial position, or cash flows.

                                       23


                         ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     The Company's Chief Executive Officer and its Chief Financial Officer
conducted an evaluation of the effectiveness of the Company's disclosure
controls and procedures as of the end of the period covered by this quarterly
report. Based upon that evaluation, the Company's Chief Executive Officer and
its Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective as of the end of the period covered by this quarterly
report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

     There were no changes in the Company's internal control over financial
reporting identified in connection with the evaluation referred to above that
occurred during the Company's most recent fiscal quarter that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

                                       24


                           PART II. OTHER INFORMATION

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

     The Company did not incur any unregistered sales of its equity securities
or repurchase any of its equity securities during the first three months of
fiscal 2007.

ITEM 6. EXHIBITS

        EXHIBIT  DESCRIPTION
        -------  ---------------------------------------------------------
         31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive
                 Officer. *

         31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
                 Officer. *

         32.1    Section 1350 Certification of Chief Executive Officer. **

         32.2    Section 1350 Certification of Chief Financial Officer. **

        ----------
        *    Filed herewith.
        **   Furnished herewith.

                                       25


                                    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 thereunto duly authorized.


                                                HEICO CORPORATION


Date: March 2, 2007                             By: /s/  THOMAS S. IRWIN
                                                    ---------------------------
                                                    Thomas S. Irwin
                                                    Executive Vice President
                                                    and Chief Financial Officer
                                                    (Principal Financial and
                                                    Accounting Officer)

                                       26


                                  EXHIBIT INDEX

EXHIBIT  DESCRIPTION
-------  ------------------------------------------------------------------
 31.1    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

 31.2    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

 32.1    Section 1350 Certification of Chief Executive Officer.

 32.2    Section 1350 Certification of Chief Financial Officer.

                                       27