HEICO CORP — Director's Dealing 2005

Jul 6, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HEICO CORP (HEI, HEI.A)
CIK: 0000046619
Period of Report: 2005-07-01

Reporting Person: MENDELSON VICTOR H (Director, Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-07-01	Class A Common Stock	G	1110	—	Disposed	4980	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	83055	Direct
Class A Common Stock	147409	Indirect
Common Stock	157282	Indirect
Common Stock	36180	Indirect
Common Stock	1000	Indirect
Class A Common Stock	1110	Indirect
Common Stock	16091	Indirect
Class A Common Stock	15295	Indirect

Footnotes

F1: Represents shares owned by Mendelson International Corporation whose stock is owned solely by the Reporting Person and Eric Mendelson, the brother of the Reporting Person.

F2: Represents shares owned by VHM Management Limited Partners, a partnership whose sole general partner is a corporation controlled by the Reporting Person.

F3: Represents shares held for the benefit of the Reporting Person by the HEICO Corporation 401(k), based on a plan statement dated June 30, 2005.

F4: Represents gift, therefore no sales price