8-K

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 8-K
                                 CURRENT REPORT

                       PURSUANT TO SECTION 13 OR 15(D) OF
                           THE SECURITIES ACT OF 1934

Date of Report (Date of earliest event reported):        MARCH 17, 2000
                                                 -------------------------------

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


                                     FLORIDA
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                 (State or other jurisdiction of incorporation)


         001-04604                                   65-0341002
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  (Commission File Number)                (IRS Employer Identification No.)


                                3000 TAFT STREET
                            HOLLYWOOD, FLORIDA 33021
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                         (Address of principal offices)


Registrant's telephone number, including area code:       (954) 987-6101
                                                   -----------------------------


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         (Former name or former address, if changed since last report.)



ITEM 5.  OTHER EVENTS

On March 17, 2000, the Company entered into a settlement agreement with United
Technologies Corporation ("United") relating to all litigation between it and
United in the case United Technologies Corporation v. HEICO Aerospace
Corporation (f/k/a HEICO Corporation) and Jet Avion Corporation, Case No.
89-CIV-6934-ROETTGER, United States District Court for the Southern District of
Florida (the "Settlement"). The material terms of the Settlement are described
in the Press Release issued by the Company March 17, 2000 attached hereto as
Exhibit 99.

ITEM 7.  FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

 (c)     Exhibit

         99       HEICO Press Release dated March 17, 2000.

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                                   SIGNATURES

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

                                    HEICO CORPORATION

Date: March 20, 2000
                                    By: /s/THOMAS S. IRWIN
                                       -----------------------------------------
                                       Thomas S. Irwin, Executive Vice President
                                       and Chief Financial Officer

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                                 EXHIBIT INDEX

 EXHIBIT             DESCRIPTION
 -------             -----------
   99                HEICO Press Release dated March 17, 2000.

EX-99

                                                                      EXHIBIT 99

                                                  FOR IMMEDIATE RELEASE

                  MARCH 17, 2000
                  THOMAS S. IRWIN (954) 987-4000 EXT. 2005
                  VICTOR H. MENDELSON (305) 374-1745 EXT. 223


             HEICO CORPORATION AND PRATT & WHITNEY SETTLE LITIGATION

HOLLYWOOD, FL and MIAMI, FL - HEICO CORPORATION (NYSE: HEI and HEI.A) today
announced that it has settled all outstanding litigation with United
Technologies Corp. and its Pratt & Whitney Division. The 10-year old litigation
was filed in 1989, before current management assumed control of HEICO. As part
of the settlement, HEICO will receive a permanent license to make and sell parts
which were the subject of the litigation, and will pay United a pre-paid sum for
such license. HEICO stated that it does not expect the settlement to materially
affect its earnings or financial condition.

HEICO Corporation is engaged in certain niche segments of the aerospace,
aviation and defense industries through its Hollywood, FL-based HEICO Aerospace
Holdings Corp. subsidiary and its Miami, FL-based HEICO Aviation Products Corp.
subsidiary. HEICO's customers include a majority of the world's airlines and
airmotives as well as numerous defense contractors and military agencies
worldwide, including the United States Air Force, Navy and NASA. HEICO has
developed and successfully employs programs which emphasize Synchronous and Flow
Manufacturing, Lean Production principles, Equipment Enhancement and Process
Improvements to enhance its manufacturing operations and has followed highly
focused marketing and product development programs to greatly expand product
offerings and marketing reach following acquisitions. For more information
concerning HEICO, please see our World Wide Web site at: HTTP://WWW.HEICO.COM/

Certain matters discussed in this press release include forward looking
statements which involve risks and uncertainties. The Company's actual
experience may differ materially from that discussed as a result of factors,
including, but not limited to, lower commercial air travel, product
specifications costs and requirements, governmental and regulatory demands, and
economic conditions within and outside of the aerospace, aviation and defense
industries. Parties receiving this material are encouraged to review all filings
of the Company with the Securities and Exchange Commission, including, but not
limited to filings on Forms S-3, Forms 10-K and Forms 10-Q.