SC 14D1/A

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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.28)
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                                   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)
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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.28.



ITEM 11)  MATERIAL TO BE FILED AS EXHIBITS.

Item 11 is hereby amended to add the following:

(a)(43)   Letter to shareholders, dated July 17, 1998.

(a)(44)   Advertisement, published July 21, 1998.

(a)(45)   Brochure





                                  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:  July 22, 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

EX-99.A.43

                                                              Exhibit (a)(43)

                                        FANT INDUSTRIES, INC.

                                        July 17, 1998

Dear Fellow HEI Shareholder:

     I want to thank you personally for your continued interest in the proxy
contest as we approach the special meeting of HEI, Inc.'s shareholders on
August 4th. Thank you for taking time to consider the important question of
who will lead HEI into the next century.

     I know that you have a significant stake in HEI's future. It is important
to me to earn your trust and support. I believe that we will win this contest,
and as I have done in my other businesses, I will ask a great deal of myself,
our leadership team, and other members of the HEI family in seeking to realize
HEI's true potential.

     HEI's incumbent directors have suggested that your decision in this
contest comes down to one simple question: "Who will produce greater long-term
value--the incumbent directors or our director nominees?"

     We agree with their formulation of the question. But our answer is
different from theirs. We believe the best way to tell how someone will do in
the future is to look at how they have done in the past. As shown in the
enclosure entitled "ASK YOURSELF," A $10,000 INVESTMENT IN HEI FIVE YEARS AGO
IS WORTH ONLY ABOUT $7,000 TODAY. IN CONTRAST, A $10,000 INVESTMENT IN OUR
GROUP OF BUSINESSES FIVE YEARS AGO IS WORTH WELL OVER $100,000 TODAY.

     We believe that these two competing track records speak for themselves.
We also believe that our $9.00 cash tender offer speaks for itself.

     The incumbent directors persist in a negative campaign of cynicism and
fear designed to discredit a record of hard work and success in which we take
a great deal of pride. But no argument that they might make can explain a
difference in performance that is so vast. We have prepared the enclosed
brochure for you in an effort to outline the factors that we think have made
the difference for us in the past and will make the difference at HEI.

     We respectfully ask you to give us a chance to make good things happen at
HEI. We ask for your support and vote of confidence. Please sign and return
the enclosed GREEN card today.

                                        Sincerely yours,

                                        Anthony J. Fant

EX-99.A.44

                                                               Exhibit (a)(44)

To the Shareholders of HEI, Inc.:

You may have noticed a pattern in which HEI lives "contract to contract" -
they get a customer, lose the customer, then scramble to replace the customer.

July 8, 1998 - "our knowledge and expertise enabled us to successfully exit
the disk drive portion of our business last year..." - Eugene W. Courtney, CEO
of HEI.

"We define 'success' differently. Losing 50% of stockholder value is not
'success' under any circumstances. In our own business, a $10,000 investment
five years ago is worth more than $100,000 today. A $10,000 investment in HEI
over the same period is worth only $7,000 today." - Anthony J. Fant.

[Area graph showing the month-end HEI stock price from 1/1/97 to 6/30/98. The
graph indicates the following event: Reuters, April 7, 1997 - HEI announces
that it has "received notice from its largest customer to begin phasing out
production," leading HEI to exit the disk drive business.]

IT'S TIME TO REDEFINE SUCCESS AT HEI.

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.

EX-99.A.45

                                                               Exhibit (a)(45)

success

courage...Clear thinking...hard work...persistence

The Fant Group's formula for success for the new HEI, Inc.

value

Provide incentives for success...Realize potential...leverage strength...

"Our yardstick for measuring HEI's success will be earnings growth and
increased shareholder value. We have set the bar at $25 per share."

vision

Long-term commitment...Aligned interests...results driven



Dear Fellow Shareholder

Success is rarely achieved by chance, and it does not come easily. In my own
life, success in business has come only through clear thinking, hard work and
persistence. Some people say that luck is the key. If it is, then I say that
my luck starts at 4:30 every morning. Not to say that luck is a bad thing, but
you sure can't count on it.

One thing you CAN count on is that our group will bring leadership and
vitality to HEI. We believe that, in any business, the difference between
success and mediocrity is leadership. Success depends on the ability to see
changes that should be made and the courage to act decisively. We know from
experience that there are no cookie-cutter schemes for real growth. No short
cuts. No easy solutions. This is because no two businesses are exactly alike.
Each business has its own unique strengths, issues and opportunities, and this
is certainly true of HEI.

Our trade is to look analytically at a business as it is and then to plot a
course for creating new value. For each of our nominees - Ed Finch, David
Ortlieb, Steve Tondera, Mack Traynor and me - this skill has been honed
through many years of practice. Each of us has done it time and again, and
today it is second nature.

Our yardstick for measuring HEI's success will be earnings growth and
shareholder value. We have set the bar at $25 per share. Under our leadership,
no director will enjoy the rewards of stock options until HEI's stock reaches
this price. This way, there will be no question about whether we have earned
your support. We don't get rewarded unless you have been rewarded first.

This change - to create the right incentives for success - is a basic and
important change that is long overdue, and we will initiate it on day one.
With all due respect to the incumbent directors, they have raked in major
stock options, at no personal risk, year after year, no matter how the Company
has performed. Even more troubling, they habitually have exercised the
options, at the earliest opportunity, and turned around and sold them the next
day for a quick buck. As a result of this continual selling, the collective
holdings of the incumbent board of directors are only slightly more than 2% of
the Company's outstanding shares. Their actions contradict all of their recent
words about their commitment to HEI and their faith in its bright future.

My own investment in HEI is in the millions of dollars and is truly a
long-term commitment. I own 18% of HEI's shares, and just like you, I bought
each one of them at market price. As a result, our interests are perfectly
aligned, and you can count on me to fight to ensure our success.

Please join with us by voting FOR each measure on the GREEN proxy card. On the
opposite page is a copy of my GREEN card correctly marked. We need your
support in this contest and I personally appreciate your voting with us.
Together we can realize HEI's true potential.

Sincerely yours,

Anthony J. Fant






[Photo of Fant Director Nominees: Fant, Ortlieb, Traynor, Tondera. Finch not
pictured.]



The Fant Director Nominees

ANTHONY J. FANT (37)

Director, President and Chief Executive Officer of Fant Industries. Mr. Fant
has been Director, President and Chief Executive Officer of Fant Broadcasting
Company (including, for these purposes, various affiliated companies engaged
primarily in television and radio broadcasting) sine 1986.

DAVID W. ORTLIEB (67)

Independent management consultant since 1994. Other positions held by Mr.
Ortlieb include: Director, President and Chief Executive Officer of
Immunomedics, Inc., a biopharmaceutical company, from 1992 to 1994. Director,
President and Chief Executive Officer of Texas Biotechnology Corporation, a
pharmaceutical products company, from 1990 to 1992. Director, President and
Chief Operating Officer of American Optical Corporation, a diversified
business principally involved with optics and opthalmics, from 1987 to 1989.
Director, President and Chief Executive Officer of Erbarnont N.V., a
diversified health care company, from 1983 to 1985. Director of Bemis Company,
Inc., a Minnesota-based manufacturer of packaging products, from 1983-1985.
Director of Abbott Laboratories, a diversified health care and consumer
products company, from 1975 to 1983, serving as Corporate Executive Vice
President of Abbott International.

MACK V. TRAYNOR, III (40)

Director of Eltrax Systems, Inc., a networking products and services company,
since 1995. Mr. Traynor also served as President, Chief Executive Officer and
Chief Operating Officer of Eltrax from 1995 to 1997, and as Chief Financial
Officer from 1995 to 1996. He has acted as Director of Telident, Inc., a
telecommunications products and services company, since 1998; President and
Chief Operating Officer of Military Communications Center, Inc., a company
which provided telecommunications services to U.S. military personnel, from
1988 to 1995; and as President of US West Enterprises-Technologies, a division
of US West, Inc., a telecommunications company, from 1980 to 1988.

STEVE E. TONDERA, JR. (35)

Director, Vice President, Treasurer, Secretary and Chief Financial Officer of
Fant Industries. Mr. Tondera has been Senior Vice President and Chief
Financial Officer of Fant Broadcasting Company (including, for these purposes,
various affiliated companies engaged primarily in television and radio
broadcasting) since 1994 and Director since 1995. Prior to such time, Mr.
Tondera was a principal of Humphryes & Associates, P.C., a public accounting
firm.

EDWIN W. FINCH, III (52)

Director and President of FHL Capital Corporation since 1984. FHL Capital is
an investment banking and business valuation firm specializing in mergers and
acquisitions. Mr. Finch served as President of Pinson Valley Millworks, Inc.,
a distributor of millworks products, form 1988 through 1996.



"A strategic vision for a company must be unique. There are no "cookie cutter"
schemes for real growth. No short-cuts. No easy solutions. We have that
strategic vision."

"People with the practical imagination to plot potentially successful
strategic plans evidence this skill throughout their careers. They are
perceptive and highly analytical. And they are winners. With your support, we
can win with HEI."

"We believe we have assembled such people for board candidacy and we believe
they can make a world of difference in HEI's performance and valuation. We
know how to grow companies... how to build value."

"The Fant slate of directors will exercise their collective analytical skills
and cause a viable and ambitious strategic plan to be defined and implemented.
And they will help management prepare an active plan to achieve its ambitious
objectives - real growth in shareholder return on investment and market
valuation."



Sign and return your GREEN proxy card:
Maximize your shareholder value!

[Picture of each side of the green proxy card indicating check marks FOR
proposals and signed by Anthony Fant.]

1. check box FOR removal of current directors
2. check box FOR new Fant leadership
B. check box FOR equal voting rights
Date and Sign then Mail in envelope provided

Vote FOR each proposal on your GREEN proxy card.
Do Not return your white proxy card.

If you have already voted using the white proxy card, you may vote with Fant
by returning the GREEN proxy card. The latest dated card counts.