SCHEDULE 14A INFORMATION

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

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{ }     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)

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                              FANT INDUSTRIES INC.
                              2154 Highland Avenue
                            Birmingham, Alabama 35205

                                                                    June 5, 1998

[address]

Dear [        ]:

         In  response  to our  demand - and some  persistent  urging - to hold a
special  meeting of the  shareholders  of HEI,  Inc.  to replace the current HEI
Board of Directors with our nominees and remove obstacles to our $8.00 per share
cash tender offer, the Board has called the meeting for August 4, 1998.  Holders
of record  as of June 9,  1998 will be  eligible  to vote.  Please  notify  your
clients to return the GREEN proxy cards as soon as possible.

         As you know,  we had urged the  Board to hold the  special  meeting  in
early   June.   Predictably,   they   chose   instead  to   continue   down  the
entrenchment-motivated   path  of  delay,  calling  the  meeting  for  the  last
permissible  date.  Once again,  they have delayed the immediate  cash value and
change in leadership that a majority of shareholders support.

         Apart from the meeting  date, I am pleased to announce to you today two
very positive developments.

AN ADDITIONAL DIRECTOR NOMINEE

         First,  I would like to announce  the  addition of Mack  Traynor to our
slate of nominees.  Mack, 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.  Mack has served as an executive officer with US West
Enterprises,  Military  Communications  Center,  Inc. and Eltrax. Mack will join
David Ortlieb,  Ed Finch, Steve Tondera and me if Eugene Courtney chooses not to
continue to serve as a director. We continue to invite Mr. Courtney to remain on
the  Board,  and if he  chooses  to stay on, we will  seek to add Mack,  through
expansion, in the near future.

OUR PROPOSAL FOR DIRECTOR COMPENSATION REFORM

         Second, I am pleased to announce for the first time specifically how we
propose to reform the Company's  existing  director stock  compensation  system,
which has rewarded the Board and senior management in the face of poor operating
results and stock market  performance,  including  the  dramatic  decline of the
stock price during 1997.  If elected as  directors,  our first action will be to
initiate the adoption of a highly  incentive-based  director  compensation  plan
under which each  director  will be granted  stock  options  exercisable  at the
current stock price ($6 1/6 as of the close on June 2, 1998),  BUT NONE OF THESE
OPTIONS WILL BE  EXERCISABLE  UNLESS AND UNTIL HEI'S STOCK PRICE REACHES  $25.00
PER SHARE WITHIN 5 YEARS.  This is how WE believe an incentive plan should work.
No longer will HEI  directors be able to reward  themselves  in the face of poor
operating  performance and poor shareholder  return.  Under our plan,  directors
will be rewarded if, and only if, the shareholders have been rewarded first.

         I thank you for your  support  as we  continue  our proxy  solicitation
efforts and work towards completing the tender offer. PLEASE NOTIFY YOUR CLIENTS
TO RETURN THE GREEN PROXY CARDS AS SOON AS POSSIBLE.  If you have any  questions
on the  voting  procedures,  please  contact  Richard  Grubaugh  of Beacon  Hill
Partners at (800) 755-5001.

                                            Sincerely yours,


                                            Anthony J. Fant
                                            FANT INDUSTRIES INC.