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 * IRWIN THOMAS S   2. Issuer Name and Ticker or Trading Symbol HEICO CORP [HEI, HEI.A] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr Exec VP (Last) (First) (Middle) 3000 TAFT STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/12/2012 (Street) HOLLYWOOD, FL 33021 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 Class A Common Stock 12/12/2012   M   1,055 A $ 2.8672 10,835 (3) D   Class A Common Stock 12/12/2012   M   2,788 A $ 4.0345 13,623 D   Class A Common Stock 12/12/2012   M   9,688 A $ 2.816 23,311 D   Class A Common Stock 12/12/2012   M   6,001 A $ 4.003 29,312 D   Class A Common Stock 12/12/2012   F   8,331 D $ 34.44 20,981 D   Common Stock 12/12/2012   M   27,864 A $ 4.0354 64,015 (3) D   Common Stock 12/12/2012   M   60,029 A $ 4.003 124,044 D   Common Stock 12/12/2012   F   37,186 D $ 43.53 86,858 D   Common Stock               106,585 I Irwin Family Trust (1) Class A Common Stock               65,786 I 401(k) Plan (2) Common Stock               70,116 I 401(k) Plan (2)

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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 Class A Common Stock)

$ 2.8672

12/12/2012

M

1,055 (4)

03/17/2008

03/17/2013

Class A Common Stock

1,055

$ 0

0

D

Option (right to purchase Class A Common Stock)

$ 4.0354

12/12/2012

M

2,788 (4)

03/17/2008

03/17/2013

Class A Common Stock

2,788

$ 0

0

D

Option (right to purchase Class A Common Stock)

$ 2.816

12/12/2012

M

9,688 (4)

03/17/2008

03/17/2013

Class A Common Stock

9,688

$ 0

0

D

Option (right to purchase Class A Common Stock)

$ 4.003

12/12/2012

M

6,001 (4)

03/17/2008

03/17/2013

Class A Common Stock

6,001

$ 0

0

D

Option (right to purchase Common Stock)

$ 4.0354

12/12/2012

M

27,864 (4)

03/17/2008

03/17/2013

Common Stock

27,864

$ 0

0

D

Option (right to purchase Common Stock)

$ 4.003

12/12/2012

M

60,029 (4)

03/17/2008

03/17/2013

Common Stock

60,029

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
IRWIN THOMAS S 3000 TAFT STREET HOLLYWOOD, FL 33021			Sr Exec VP

Signatures

Thomas S. Irwin		12/14/2012
**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 held in the Irwin Family Irrevocable Trust (the Trust) whose trustee is Carrie Irwin, the Reporting Person's daughter and includes 21,317 shares of Common Stock acquired on April 25, 2012 upon receipt of shares distributed by Issuer pursuant to a 5 for 4 stock split.
(2)	Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k) Plan based on a plan statement dated December 12, 2012 as adjusted for stock dividends and stock splits.
(3)	Includes 1956 shares of Class A Common Stock and 7,229 shares of Common Stock acquired on April 25, 2012 upon receipt of shares distributed by the Issuer pursuant to a 5 for 4 stock split.
(4)	As adjusted for stock dividends and stock splits.

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