HEI INC
DFAN14A, 1998-06-10
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:
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     (2)  Aggregate number of securities to which transaction applies:
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     (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):
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     (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.

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                             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, Inc.
(212) 843-8500


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


FANT ANNOUNCES ADDITIONAL DIRECTOR NOMINEE 
- -------------------------------------------

NEW YORK, NEW YORK - June 10, 1998 - Fant Industries Inc., which is seeking
control of HEI, Inc. (Nasdaq: HEII) of Victoria, Minnesota., has announced
the addition of Mack Traynor to its slate of nominees for the upcoming
special meeting of shareholders.  Mr. Traynor, who resides in Shorewood,
Minnesota, is a director of Telident, Inc., a publicly-held
telecommunications products and services company, and Eltrax Systems, Inc., a
publicly-held networking products and managed services company.  Mr. Traynor
has served as an executive officer with US West Enterprises, Military
Communications Center, Inc. and Eltrax.  Mr. Traynor will join Anthony J.
Fant, David Ortlieb, Ed Finch and Steve Tondera if Eugene Courtney chooses
not to continue to serve as a director.  Mr. Fant continues to invite Mr.
Courtney to remain on the Board, and if he chooses to stay on, Mr. Fant will
seek to add Mr. Traynor, through expansion, in the near future.

Yesterday, Fant  Industries announced its proposal for  an aggressive, highly
incentive-based  director compensation  plan under  which  no director  stock
options will be exercisable unless and until HEI's stock price reaches $25.00
per share.  HEI's stock closed yesterday at $6.00 per share.

A special meeting of shareholders is scheduled for August 4, 1998 to allow
the shareholders directly to remove obstacles to Fant's $8.00 per share cash
tender offer.  Among other things, HEI shareholders will vote on replacing
the current directors (other than Eugene Courtney) with Fant's slate. 
Holders of record as of June 9, 1998 will be eligible to vote.

Mr. Fant and Fant Industries Inc. mailed on April 23, 1998, a proxy statement
and related materials to HEI's shareholders to solicit proxies to be used at
this special meeting.  The proxy solicitation was preceded by an $8.00 per
share cash tender offer commenced by Fant Industries on March 10, 1998 to buy
an additional 11.5% of the Common Stock of HEI.

Fant Industries has retained Beacon Hill Partners, Inc. for solicitation and
advisory services.



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