Exhibit 10.13

                             SIXTH AMENDMENT TO THE
                        HEICO SAVINGS AND INVESTMENT PLAN

         THIS SIXTH AMENDMENT (the "Amendment"), made as of the 31st day of
October, 2005, to the HEICO Savings and Investment Plan (the "Plan"), by HEICO
Corporation, a Florida corporation (the "Company").

                              W I T N E S S E T H:

         WHEREAS, the Company maintains the Plan for the sole and exclusive
benefit of its eligible participants and their respective beneficiaries under
the terms and provisions of the Internal Revenue Code of 1986, as amended; and

         WHEREAS, pursuant to Section 15.01 of the Plan, the Company has the
power to amend the Plan;

         NOW, THEREFORE, the Plan shall be amended as follows:

         EFFECTIVE AS OF JANUARY 1, 2006:

1.       The first sentence of the first paragraph of Section 2.14 is hereby
amended in its entirety to read as follows:

                  "Compensation" shall mean the total base salary or wages,
                  including overtime pay, paid by an Employer to an Employee
                  during the Plan Year under consideration, excluding
                  commissions, bonuses, incentive compensation, any amount paid
                  in lieu of vacation days and all other items of extraordinary
                  compensation reportable as taxable wages."

2.       Section 4.01(a) is hereby amended to add the following at the end
thereof:

                  "Notwithstanding the foregoing, with respect to each Eligible
                  Employee who is hired by an Employer on or after January 1,
                  2006, such Eligible Employee shall be deemed to make an
                  election to contribute to the Trust, and the Employer shall so
                  contribute, an Elective Deferral Contribution in an amount
                  equal to three percent (3%) of the Eligible Employee's
                  Compensation for the Plan Year, unless the Eligible Employee
                  elects a greater or lesser percentage (including zero) in a
                  salary reduction agreement entered into between the Eligible
                  Employee and the Employer



                  with respect to such Plan Year. Each such Eligible Employee
                  shall have an effective opportunity to receive notice of
                  availability of such election, as well as a salary reduction
                  agreement form, and the Eligible Employee shall have a
                  reasonable period to make a salary reduction election change
                  before the date on which the deemed election shall take
                  place."

3.       In all other respects, the Plan shall remain unchanged by the
Amendment.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed the day and year first above written.

                                                   HEICO Corporation,
                                                   a Florida corporation

                                                   By:
                                                         ----------------------
                                                   Name:
                                                   Title: