HEI INC
DFAN14A, 1998-08-03
SEMICONDUCTORS & RELATED DEVICES
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                           SCHEDULE 14A INFORMATION

               PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant {  }
Filed by a Party other than the Registrant {x}

Check the appropriate box:
{  } Preliminary Proxy Statement   {  } Confidential, for Use of the
                                        Commission Only (as permitted 
                                        by Rule 14a-6(e) (2))
{  } Definitive Proxy Statement
{x}  Definitive Additional Materials
{  } Soliciting Material Pursuant to Section 240.14a-11 or Section 240.14a-12

                                  HEI, Inc.
               (Name of Registrant as Specified In Its Charter)

                             FANT INDUSTRIES INC.
                  (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

{x}  No fee required.

{ } Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     ------------------------------------------------------------------------

     (2)  Aggregate number of securities to which transaction applies:

     ------------------------------------------------------------------------

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined):

     ------------------------------------------------------------------------

     (4)  Proposed maximum aggregate value of transaction:

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     (5)  Total fee paid:

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{  } Fee paid previously with preliminary materials.

{  } Check box if any  part of the fee is offset as  provided by Exchange Act
     Rule  0-11(a) (2) and identify  the filing for  which the offsetting fee
     was paid  previously.   Identify  the  previous filing  by  registration
     statement number, or the Form or Schedule and the date of filing.

     (1)  Amount Previously Paid:

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     (2)  Form, Schedule or Registration Statement No.:

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Press release, dated August 3, 1998.

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

For more information contact:

Anthony J. Fant
(205) 933-1030

Richard Grubaugh
Beacon Hill Partners
(212) 843-8500

FOR IMMEDIATE RELEASE
- ---------------------


FANT OBTAINS FAVORABLE COURT RULING
- -----------------------------------


NEW YORK, NEW YORK - August 3, 1998 - On Friday, July 31/st/, the federal
district court for the northern district of Alabama enjoined HEI's directors
from asking a Minnesota court to prevent the removal of HEI's directors in
the event that shareholders vote in favor of Fant's proposals. HEI's
directors were not seeking to delay the special meeting of shareholders
called for tomorrow, August 4/th/.  Rather, they were seeking to have the
court prevent their replacement on the Board, even if a majority of the
company's shareholders vote in favor of Fant's proposals to remove the
current directors and elect the Fant director nominees.  HEI's directors
immediately sought the same injunction in the Alabama court.





Press release, dated August 3, 1998.


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



For more information contact:

Anthony J. Fant
(205) 933-1030

Richard Grubaugh
Beacon Hill Partners
(212) 843-8500

FOR IMMEDIATE RELEASE
- ---------------------



FANT BLASTS HEI DIRECTORS FOR CONTINUED EFFORT TO USURP SHAREHOLDER VOTE
- ------------------------------------------------------------------------


NEW YORK, NEW YORK - August 3, 1998 - Anthony J. Fant, President and
controlling shareholder of Fant Industries Inc., who is seeking control of
HEI, Inc., blasted HEI's incumbent directors for seeking in court to deny
shareholders their right to vote for the replacement of the incumbent
directors.  Mr. Fant called on HEI's directors to "stop playing games and to
respect the democratic process of a shareholder vote."

Mr. Fant expressed outrage that the directors have asked a court to enjoin
their removal, without regard to the shareholders' wishes.  "A federal court
stopped them from bringing this action in Minnesota.  Now they are trying to
do it in Alabama," said Mr. Fant.  "The ultimate power in this corporation
belongs to the shareholders - not the directors.  This is a basic premise of
corporate democracy.  It is beyond belief that these directors would attempt
to disenfranchise the shareholders and undermine a time honored process,
especially at the eleventh hour after they have made every effort to tell
their side of the story."

Fant has repeatedly, but without success, urged Eugene Courtney to negotiate
a resolution of the proxy contest.  "We have asked Mr. Courtney several
times, most recently this Saturday, to sit down and discuss an alternative
that would allow everyone to win," said Mr. Fant.  "He has refused each time.
As we have said all along, we want to work with management to find a way for
everyone to win and, most importantly, for HEI's shareholders to win."

We deeply appreciate the strong broad-based support and positive feedback we
have been getting from our fellow shareholders in this proxy contest.  While
we do not know how the final vote will come out, it is clear that there is a
very large constituency of shareholders who want us to lead change at HEI."

"HEI's shareholders have heard each side of the story, and now it is their
turn to speak," added Mr. Fant.  "The directors should put aside their
personal interests and let the shareholders have their say and make their
choice.  The shareholders' decision must be honored."



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