HEI INC
SC 14D1/A, 1998-05-01
SEMICONDUCTORS & RELATED DEVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 SCHEDULE 14D-1
                             Tender Offer Statement
       Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
                                (Amendment No.12)

                                    HEI, Inc.
                            (Name of Subject Company)

                              FANT INDUSTRIES INC.
                                    (Bidder)

                     COMMON STOCK, PAR VALUE $0.05 PER SHARE
             (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
                         (Title of Class of Securities)

                                    404160103
                      (CUSIP Number of Class of Securities)

                                 ANTHONY J. FANT
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                              FANT INDUSTRIES INC.
                              2154 HIGHLAND AVENUE
                              BIRMINGHAM, AL 35205
                            TELEPHONE: (205) 933-1030

      (Name, Address and Telephone Number of Persons Authorized to Receive
                 Notices and Communications on Behalf of Bidder)

                                   Copies To:

                              MICHAEL A. KING, ESQ.
                                BROWN & WOOD LLP
                             ONE WORLD TRADE CENTER
                             NEW YORK, NY 10048-0557
                            TELEPHONE: (212) 839-5546

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         Fant  Industries  Inc.  hereby amends and  supplements its Tender Offer
Statement on Schedule  14D-1 (the  "Statement")  filed with the  Securities  and
Exchange Commission on March 10, 1998 relating to its offer to purchase 11.5% of
the outstanding shares of common stock, par value $0.05 per share, of HEI, Inc.,
a Minnesota  corporation  (together  with the  associated  common stock purchase
rights), as set forth in this Amendment No.12.

ITEM 11)  MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is hereby amended to add the following:

(a) (20) Press Release, dated April 30, 1998.


                                   SIGNATURES

         After reasonable  inquiry and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Date:  April 30, 1998

                                        FANT INDUSTRIES INC.

                                        By:/s/ Anthony J. Fant
                                           Anthony J. Fant
                                           President and Chief Executive Officer
                                           Fant Industries Inc.


                                       /s/ Anthony J. Fant
                                       Anthony J. Fant



                                                                Exhibit (a) (20)

                              Fant Industries Inc.
                              2154 Highland Avenue
                            Birmingham, Alabama 35205
                              Phone: (205) 933-1030

For further information contact:

Anthony J. Fant
(205) 933-1030

Richard Grubaugh
Beacon Hill Partners
(212) 843-8500

FOR IMMEDIATE RELEASE

FANT INDUSTRIES EXTENDS OFFER FOR SHARES OF HEI, INC.

NEW YORK, NEW YORK -- April 30, 1998 -- The Fant  Industries  Inc. tender offer,
proration  period and  withdrawal  rights have been  extended and will expire on
Thursday,  May 21, 1998 at 12:00  midnight  New York City Time  unless  extended
further.

R.J. Steichen & Co. is the Dealer Manager, and Beacon Hill Partners, Inc. is the
Information Agent.



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