8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): April 13, 2004

                                    HEI, Inc.
               (Exact name of Registrant as Specified in Charter)

         Minnesota                      0-10078                 41-0944876
- ----------------------------       ----------------         -------------------
(State or Other Jurisdiction       (Commission              (IRS Employer
of Incorporation)                  File Number)             Identification No.)

         PO Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota 55386
         --------------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

                                 (952) 443-2500
                                 --------------
              (Registrant's telephone number, including area code)

                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


Item 5. OTHER EVENTS.

     On April 13, 2004, HEI, Inc. ("the Company") today announced unaudited
financial results for its second quarter ended February 28, 2004.

A copy of the press release is attached as Exhibit 99.1 and incorporated herein
by reference.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  Financial Statements.

          Not Applicable.

     (b)  Pro Forma Financial Information.

          Not Applicable.

     (c)  Exhibits:

          99.1 Press Release dated April 13, 2004, regarding the Company
               announcing its unaudited financial results for its second quarter
               ended February 28, 2004.

                                   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.

                                          HEI, INC.

Dated: April 13, 2004                     By    /s/ Douglas Nesbit
                                             -----------------------------------
                                             Douglas Nesbit
                                             Its: Chief Financial Officer


                                  Exhibit Index

         99.1  Press Release dated April 13, 2004, regarding the Company
               announcing its unaudited financial results for its second quarter
               ended February 28, 2004.

EX-99.1

                                                                    Exhibit 99.1

          HEI, Inc. Announces Second Quarter Fiscal Year 2004 Results


    MINNEAPOLIS, April 12 /PRNewswire-FirstCall/ -- HEI, Inc. (Nasdaq: HEII)
(www.heii.com) today announced unaudited financial results for its second
quarter ended February 28, 2004.

    Net sales for the second quarter were $9,995,000, as compared to
$8,144,000 for the second quarter of the previous year.  The quarter included
net sales of $4,697,000, as compared to $2,809,000 for the second quarter of
the previous year from HEI's Advanced Medical Operations, or "AMO", which were
acquired by HEI on January 24, 2003, from Colorado MEDtech, Inc.  Net loss for
the second quarter was $2,969,000, or 41 cents per share fully diluted,
compared to a net loss of $1,336,000, or 21 cents per share fully diluted, for
the same period a year ago.

    The sales for the second quarter as compared to the same period of the
previous year showed an insignificant decline for the Microelectronics
Operations of HEI of $38,000.  Gross margins were negatively impacted by the
continued inefficiencies associated with ramping up new hearing and medical
programs at our Microelectronics facility in Victoria, Minnesota.  For the
quarter, margins declined to 4.5% from 9.5% as compared to the previous
quarter.  Second quarter results were also affected by expenses of $504,000,
which related to the investigation by the Special Committee of the Board of
Directors into the activities of Anthony J. Fant, HEI's former Chairman, Chief
Executive Officer and President, additional costs associated with the efforts
to rectify the manufacturing issues at the Victoria facility partially offset
by a recovery of $112,000 against Mr. Fant.

    Commenting on the results, Chief Executive Officer and President Mack V.
Traynor, III said, "Second quarter operating results continued to be impacted
by the challenge of ramping up new programs at the Victoria facility.  HEI has
put an operations team led by the newly promoted Vice President of Operations
and systems in place and I am confident that we will continue to resolve the
various production challenges faced at this facility."

    Traynor added, "We were pleased with our ability to raise $3,239,000 in
capital in an efficient manner this quarter using a PIPE transaction.  Our
balance sheet reflects a strong cash position of $2,290,000 including $679,000
restricted cash and full availability of our unused line of credit of
$3,000,000 at the end of the quarter.  We will continue to pursue our
collections efforts against the judgments received from the courts against Mr.
Fant."

    The Company will hold a conference call to discuss the Company's operating
results on April 13, 2004, at 4:00 p.m. Eastern Time (3:00 Central Time).
This call is being web cast and can be accessed via the HEI's web site at
www.heii.com.  The call will be recorded and be available after the call at
this same location on the web page.


    HEI, Inc. designs, develops, and manufactures microelectronic, subsystem,
system, connectivity, and software solutions.  The Company's unique range of
capabilities in product realization give a competitive advantage to OEMs
engaged in the medical device, hearing, biotechnology, healthcare information
and communications industries.  Web site: www.heii.com.


     Microelectronics Operations       PO Box 5000, 1495 Steiger Lake Lane,
                                       Victoria, MN 55386
     High Density Interconnect         610 South Rockford Drive,
                                       Tempe, AZ 85281
     RF Identification and Smart Card  1546 Lake Drive West,
                                       Chanhassen, MN 55317
     Advanced Medical Operations       4801 North 63rd Street,
                                       Boulder, CO 80301

    FORWARD-LOOKING INFORMATION

    Information in this news release, which is not historical, includes
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995.  Statements contained in
this press release, including the implementation of business strategies,
including a stronger sales emphasis; growth of specific markets; improved
results, profitability, cash flow, margins, and revenues; estimated HEI
revenues, cash flow, expenses and profits; resolution of production issues at
one or more facilities; and successful collection of judgments against Mr.
Fant or others are forward looking statements.  All of such forward-looking
statements involve risks and uncertainties including, without limitation,
continuing adverse business and market conditions, the ability of HEI to
secure and satisfy customers, the availability and cost of materials from
HEI's suppliers, HEI's ability to satisfy financial or other obligations or
covenants set forth in its banking agreements, adverse competitive
developments, change in or cancellation of customer requirements, the
integration of the Advanced Medical Operations, collection of outstanding
debt, HEI's ability to succeed on the merits and defend against litigation,
and other risks detailed from time to time in HEI's SEC filings. HEI
undertakes no obligation to update these statements to reflect ensuing events
or circumstances, or subsequent actual results.



SOURCE  HEI, Inc.
    -0-                             04/12/2004
    /CONTACT:  Mack V. Traynor, CEO, or Douglas J. Nesbit, CFO, both of HEI,
Inc., +1-952-443-2500/
    /Web site:  http://www.heii.com /
    (HEII)

CO:  HEI, Inc.
ST:  Minnesota
IN:  CPR CSE MTC HEA STW
SU:  ERN