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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                                        
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                                SCHEDULE 14D-1
                            Tender Offer Statement
     Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934
                              (Amendment No.10)
                                                        
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                                  HEI, Inc.
                          (Name of Subject Company)
                                                        
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                             FANT INDUSTRIES INC.
                                   (Bidder)

                   COMMON STOCK, PAR VALUE $0.05 PER SHARE
           (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS)
                        (Title of Class of Securities)
                                                        
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                                  404160103
                    (CUSIP Number of Class of Securities)
                                                        
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                               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.10.

     The Offer to Purchase included as Exhibit (a)(1) to the Statement and
incorporated in the Statement by reference, as amended, is hereby amended as
follows:

1.   The first full paragraph of the cover page is amended and restated as
     follows:

         THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING
     VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION DATE A NUMBER
     OF SHARES OF COMMON STOCK, INCLUDING THE RIGHTS (AS DEFINED HEREIN)
     ASSOCIATED THEREWITH, WHICH CONSTITUTES 11.5% OF THE TOTAL NUMBER OF
     OUTSTANDING SHARES OF COMMON STOCK (AND RIGHTS) OF HEI, INC. (THE
     "COMPANY") (THE "MINIMUM TENDER CONDITION"), (2) THE ELECTION, BY BOARD
     RESOLUTION OR SHAREHOLDER VOTE, OF A SUFFICIENT NUMBER OF PURCHASER'S
     DIRECTOR NOMINEES TO CONSTITUTE A MAJORITY OF THE COMPANY'S BOARD OF
     DIRECTORS (THE "CHANGE OF CONTROL CONDITION"), (3) REDEMPTION OF THE
     RIGHTS BY THE BOARD OF DIRECTORS OF THE COMPANY, OR PURCHASER HAVING
     DETERMINED IN ITS REASONABLE DISCRETION THAT THE RIGHTS HAVE BEEN
     INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER (THE "BOARD
     ACTION CONDITION"), AND (4) THE ACQUISITION OF SHARES IN THE OFFER
     HAVING BEEN APPROVED IN ACCORDANCE WITH THE REQUIREMENTS OF THE
     MINNESOTA CONTROL SHARE ACT (AS DEFINED HEREIN) AND ACCORDED FULL VOTING
     RIGHTS, OR PURCHASER HAVING DETERMINED IN ITS REASONABLE DISCRETION THAT
     SUCH STATUTE IS INAPPLICABLE TO THE OFFER OR THAT IT OTHERWISE WILL NOT
     HAVE THE EFFECT OF DENYING VOTING RIGHTS TO THE SHARES ACQUIRED BY
     PURCHASER IN THE OFFER (THE "CONTROL SHARE CONDITION").  

2.   The first paragraph of page 6 is amended and restated as follows:  

         Board Action Condition.  THE OFFER IS CONDITIONED UPON PURCHASER
     BEING SATISFIED IN ITS REASONABLE DISCRETION THAT THE BOARD HAS
     IRREVOCABLY TAKEN ALL ACTIONS NECESSARY TO REDEEM THE RIGHTS OR
     PURCHASER HAVING DETERMINED IN ITS REASONABLE DISCRETION THAT THE RIGHTS
     HAVE BEEN INVALIDATED OR ARE OTHERWISE INAPPLICABLE TO THE OFFER.  

3.   The sixth paragraph of page 6 is amended and restated as follows:  

         The Control Share Condition.  THE OFFER IS CONDITIONED UPON
     PURCHASER'S ACQUISITION OF SHARES IN THE OFFER HAVING BEEN APPROVED IN
     ACCORDANCE WITH THE REQUIREMENTS OF THE MINNESOTA CONTROL SHARE ACT (AS
     DEFINED BELOW) AND ACCORDED FULL VOTING RIGHTS, OR PURCHASER HAVING
     DETERMINED IN ITS REASONABLE DISCRETION THAT SUCH ACT IS INAPPLICABLE TO
     THE OFFER OR THAT IT OTHERWISE WILL NOT HAVE THE EFFECT OF DENYING
     VOTING RIGHTS TO THE SHARES ACQUIRED BY PURCHASER IN THE OFFER.  

4.   The fifth and sixth paragraphs of page 13 are amended and restated as
follows:  

         Upon the terms and subject to the conditions of the Offer
     (including if the Offer is extended or amended, the terms and conditions
     of any such extension or amendment), Purchaser will accept for payment
     and will pay the Maximum Number of Shares validly tendered prior to the
     Expiration Date and not properly withdrawn in accordance with Section 3
     promptly after the later to occur of the Expiration Date and the
     satisfaction or waiver of the conditions set forth in Section 12.  All
     questions as to the satisfaction of such terms and conditions will be
     determined by Purchaser in its reasonable discretion, which
     determination will be final and binding.  See Sections 1 and 12.  

         Purchaser expressly reserves the right, in its reasonable
     discretion and subject to the rules of the Commission, to delay
     acceptance for payment of or payment for Shares in order to comply in
     whole or in part with any applicable law.  Any such delays will be
     effected in compliance with Rule 14e-1(c) under the Exchange Act
     (relating to a bidder's obligation to pay for or return tendered
     securities promptly after the termination or withdrawal of such bidder's
     offer).  

5.   The third full paragraph of page 29 is amended and restated as follows:

         Notwithstanding any other term of the Offer, and in addition to
     (and not in limitation of) Purchaser's rights to extend and amend the
     Offer at any time, in its reasonable discretion, Purchaser shall not be
     required to accept for payment or, subject to any applicable rules and
     regulations of the Commission, including Rule 14e-1(c) under the
     Exchange Act (relating to Purchaser's obligation to pay for or return
     tendered Shares promptly after termination or withdrawal of the Offer),
     pay for, and may delay the acceptance for payment of or, subject to the
     restriction referred to above, the payment for, any tendered Shares and
     may terminate the Offer, if, in the reasonable judgment of Purchaser (i)
     at or prior to the Expiration Date, the Control Share Condition has not
     been satisfied, or (ii) at any time on or after March 10, 1998 and
     before the Expiration Date, any of the following events or conditions
     exist or shall occur and remain in effect or shall be determined by
     Purchaser to exist or have occurred:  

6.   Subitem (v) of the fourth full paragraph of page 29 is amended and
     restated as follows: 

     (v) otherwise, in the reasonable judgment of Purchaser, might
         materially adversely affect Purchaser or the value of the Shares;

7.   The second full paragraph of page 30 is amended and restated as follows:

         (c) any change (or any condition, event or development involving a
     prospective change) shall have occurred or been threatened in the
     business, properties, assets, liabilities, capitalization, shareholders'
     equity, condition (financial or otherwise), operations, licenses,
     franchises, permits, permit applications, results of operations or
     prospects of the Company which, in the reasonable judgment of Purchaser,
     is or may be materially adverse, or Purchaser shall have become aware of
     any fact which, in the reasonable judgment of Purchaser, has or may have
     material adverse significance with respect to either the value of the
     Company or the value of the Shares to Purchaser;

8.   Subitem (iii) of the third full paragraph of page 30 is amended and
     restated as follows:

     (iii) any limitation (whether or not mandatory) by any governmental
     authority or agency on, or other event which, in the reasonable judgment
     of Purchaser, might materially adversely affect the extension of credit
     by banks or other lending institutions;

9.   Subitem (vi) of the fourth full paragraph of page 30 is amended and
     restated as follows:

     (vi) incurred any debt otherwise than in the ordinary course of business
     or any debt containing, in the reasonable judgment of Purchaser,
     burdensome covenants or security provisions;

10.  Subitem (viii) of the fourth full paragraph of page 30 is amended and
     restated as follows:

     (viii) authorized, recommended, proposed or entered into, or announced
     its intention to authorize, recommend, propose or enter into, any
     agreement or arrangement with any person or group that, in Purchaser's
     reasonable opinion, could adversely affect either the value of the
     Company or any of its subsidiaries, or the value of the Shares to
     Purchaser;

11.  The fourth full paragraph of page 31 is amended and restated as follows:

     (i) any approval, permit, authorization, consent or other action of any
     domestic or foreign governmental, administrative or regulatory agency,
     authority, tribunal or third party shall not have been obtained on terms
     satisfactory to Purchaser, in its reasonable discretion, which, in the
     reasonable judgement of Purchaser in any such case, and regardless of
     the circumstances (including any action or inaction by Purchaser or any
     of its affiliates) giving rise to any such condition, makes it advisable
     to proceed with the Offer and/or with such acceptance for payment or
     payment.  The foregoing conditions are for the sole benefit of Purchaser
     and may be asserted by Purchaser, in its reasonable discretion,
     regardless of the circumstances (including any action or omission by
     Purchaser) giving rise to any such conditions or may be waived by
     Purchaser in its reasonable discretion, in whole or in part, at any time
     and from time to time.  The failure by Purchaser at any time to exercise
     any of the foregoing rights shall not be deemed a waiver of any such
     right and each such right to exercise any of the foregoing rights shall
     not be deemed a waiver of any such right and each such right shall be
     deemed an ongoing right which may be asserted at any time and from time
     to time.  Any determination by Purchaser concerning any condition or
     event described in this Section 12 shall be final and binding upon all
     parties.  Should the Offer be terminated pursuant to the foregoing
     provisions, all tendered Shares not theretofore accepted for payment
     shall forthwith be returned by the Depositary to the tendering
     shareholders.  




                                  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 23, 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