SCHEDULE 14A INFORMATION

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

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                                   HEI, Inc.
               (Name of Registrant as Specified In Its Charter)

                             FANT INDUSTRIES INC.
                  (Name of Person(s) Filing Proxy Statement)

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To the Shareholders of HEI, Inc.:


              HEI NEEDS LEADERS WHO CAN MAKE GOOD THINGS HAPPEN.

     For the last five years,  HEI's Board of Directors  has told you the same
thing over and over again in their annual letter to  shareholders...  that HEI
has great growth prospects and the Board is focused on growth. Indeed, they've
said it again in their recent letters to you. The reality is...  that over the
last five years,  HEI's  earnings have  declined at an average  annual rate of
22.6% per year (based on the Company's trailing 12-month earnings). Meanwhile,
the  average  annual  earnings  growth  rate  in  the  industry  (+21.2%)  has
significantly  outperformed that of the S&P 500 (+13.4%).  And, HEI's earnings
are expected to decline again this year,  while  continued  earnings growth is
expected for the industry.

     For the last five years,  the Board has told you over and over again that
they need to broaden the  Company's  customer  base and about how strong their
customer  relationships  are. The reality  is...  that this Board has left the
Company with a dangerously  narrow  customer base year after year. For each of
the past five years,  at least 64% of the  Company's  net sales have come from
only  two or three  customers.  And in the  face of this  highly  concentrated
customer  base,  the Company has failed to generate  repeat  business from its
largest customers. In 1997, the Company lost all business from a customer that
accounted  for 55% of  fiscal  1997  net  sales.  And  this is not a one  time
occurrence.  In fiscal 1996, the Company lost two customers accounting for 30%
and 27%, respectively, of fiscal 1995 net sales.

 LET'S  PUT AN  END  TO THE  ERA OF  UNFULFILLED  PROMISES  BY THE  BOARD  AND
 UNFULFILLED POTENTIAL FOR HEI!


  HEI'S BOARD AND TOP MANAGEMENT KEEP GETTING REWARDED EVEN THOUGH YOU DON'T.

     Even  in the  face  of  poor  operating  results  and  poor  stock  price
performance,  the Directors  have kept on paying  themselves big stock options
year in and year out.  In the last  five  years,  the Board has taken  240,000
options - almost 6% of all of the  Company's  shares - and  senior  executives
have kept on taking increased cash bonuses and stock options each year. And if
that wasn't enough...

=============================================================================

                             CAN YOU BELIEVE THIS?

               DURING THE FOUR  MONTHS FROM  DECEMBER  1997 TO MARCH
          1998,  HEI'S BOARD GAVE ITS TOP THREE EXECUTIVES MORE THAN
          250,000 STOCK OPTIONS,  ANOTHER 6% OF THE COMPANY'S SHARES
          - AN  ASTONISHING  REWARD  FOLLOWING  A YEAR IN WHICH  THE
          STOCK        PRICE         DROPPED        OVER        50%!
=============================================================================

     Under the Fant Group's  proposed plan, you will NEVER Suffer this kind of
dilution again. You will never suffer this kind of insult again!  With the new
board in charge,  no director  stock  options will be  exercisable  unless and
until HEI's stock price reaches $25 per share.  This is how an incentive  plan
should work.  Under Fant's plan,  HEI directors  will be rewarded if, and only
if, HEI shareholders are rewarded first.



          HEI'S DIRECTORS ARE AFRAID TO PUT THEIR OWN MONEY AT RISK.

     The incumbent directors  collectively hold only about 2% of the Company's
shares.  They have been  unwilling  to make a personal  financial  commitment.
During the last two years these directors have  consistently  sold their stock
within days after  exercising  the options they were given under their special
stock  compensation  plan. What does this say about their expectations for the
Company's  future,  despite what they have been  telling  you?  Maybe they are
afraid of losing another big customer.

     Among the current directors,  Mr. Zimmerman,  a director since 1995, owns
only 900 shares,  and Mr. Brueck,  also a director since 1995, owns only 2,000
shares. Mr. Franta, a director since 1985 - 12 years - owns only 5,211 shares.
Insult upon insult!

     In stark contrast,  the Fant Group has already invested over $4.3 million
in cash - paying full price - to acquire  about 18% of the  Company's  shares.
Fant is ready to invest more and, to do so, is offering  you the cash  premium
of an $8.00 per share tender offer.

                                --------------


     The Fant Group has confidence in HEI's future under new  leadership.  The
proof is in its cash commitment and its commitment to a highly incentive-based
director  compensation plan. HEI can no longer afford a timid bunch that makes
and breaks the same  promises  year after year.  Exercise your right to demand
new leadership now!

     To participate in the  revitalization  of HEI, please sign and return the
GREEN proxy card today.  If you have  questions or need  assistance  in voting
your shares, please call Beacon Hill Partners at (800) 253-3814.




FANT INDUSTRIES INC.

June 30, 1998




To the Shareholders of HEI, Inc.

HEI's Directors say that they've earned your support.

[Bar graph with title  "Five - Year  Annual  Earnings  Growth Rate (%)." Three
bars indicating the five-year annual growth rate % for the Electronics  (Misc.
Components) Industry of +21.2%, the S&P 500 of 13.4%, and HEI, Inc. of -22.6%.
The source for the  industry  figure is stated -  Bloomberg  LP,  based on the
average of those companies in industry group reporting five year earnings.  It
is stated that the HEI, Inc.  figure is based on the trailing  12-months ended
May 31, 1998 compared to the same period ended May 31, 1993.

[Area graph with title "HEI Stock Price Since  January  1997"  showing the HEI
month-end stock prices from 1/1/97 through 5/31/98.]

Have they really earned your support?

Your  vote is  important!  Return  the GREEN  proxy  card  today.  If you have
questions or need  assistance  voting your shares,  please contact Beacon Hill
Partners at (800) 253-3814.

FANT INDUSTRIES INC.