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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.13)


                                    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.13.

ITEM 11)  MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is hereby amended to add the following:

(a) (21) Press Release, dated May 8, 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:  May 8, 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) (21)


                              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 DEMANDS SPECIAL MEETING OF HEI, INC. SHAREHOLDERS

NEW  YORK,  NEW YORK - May 8,  1998 - Anthony  J.  Fant has  demanded  a special
meeting of the shareholders of HEI, Inc. (Nasdaq: HEII) of Victoria,  Minnesota.
As an 18%  shareholder  of HEI,  Mr.  Fant has a state law right to require  the
Board of Directors to call this meeting.

     Mr.  Fant  stated  that the  purpose  of the  special  meeting is to remove
obstacles  to his $8.00 per share cash tender  offer and to put the Company on a
path for growth.  "Now it's time for all  shareholders  to demand their cash and
new leadership," said Mr. Fant, "and we are urging each of them to sign and mail
the green proxy cards right away."

     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. "Speaking from a shareholder's perspective, I urge
the Board to hold this meeting  promptly.  Let the shareholders have their $8.00
per share of cash  now,"  said Mr.  Fant.  "We can't  afford  any games or delay
tactics at the expense of the  shareholders,  and we certainly can't afford even
another month of instability or excessive stock compensation," he added.

     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.