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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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Advertisement, published July 30, 1998.

To the Shareholders of HEI, Inc.

Let's tell the rest of the story.

HEI's directors  recently published a group of performance charts in an effort
to "set the record straight" and convince you of their success in leading HEI.
Somehow  they  omitted the most  important  chart - the one about  bottom-line
results: shareholder value.

[Bar graph with the following heading: The value of $10,000 Invested Five Years
 Ago.

Data for graph:

                                                      Fant         HEI, Inc.

         $10,000 invested in June 1993                $10,000      $10,000
         Value of that $10,000 as of June 1998       $109,900       $7,030
                                                     +999%            -30%

     Footnote  to June 1998  Fant  value:  Represents  the net  proceeds  upon
disposition  of, less the equity  investment  in,  Fant's  businesses.  Fant's
businesses  are privately  held, and the figure shown is based on asset values
derived from selling the businesses.  Accordingly,  the Fant value may reflect
significant  control premiums that are not necessarily  reflected in the stock
market  value  of a  public  company.  Past  performance  is  not  necessarily
indicative of future results.

     Footnote to June 1998 HEI, Inc. value:  Represents the difference between
HEI's  stock price of $9.25 on June 30,  1993 and $6.50 on June 30,  1998.  No
dividends were paid during this period.]

This is the chart that maters.

They must have run out of ad space.

Your vote can make the difference. Return the GREEN proxy card today. Time is
short, so if you need assistance voting your shares, please contact Beacon Hill
Partners at (800) 253-3814.

FANT INDUSTRIES INC.





Advertisement, published July 30, 1998.

To Fellow HEI Shareholders and the HEI Community:

With the August 4th special meeting of HEI  shareholders at hand, I am writing
to thank you for your  patience and your interest in what we believe will be a
turning point for HEI, Inc.

CREATING  OPPORTUNITIES  We believe the true  potential of HEI has barely been
tapped.  We also believe that a change in leadership is needed to reinvigorate
the company so it can reach this potential.  There are unlimited opportunities
for those who seek them and then seize them as they come into view.

The incumbent  directors act as if the company's growth is tied exclusively to
the needs of existing  customers.  They are satisfied  with an operation  that
lives "contract-to-contract," and they shrink from the idea that a company can
and must create its own  opportunities for growth. It is time to think outside
of these  confines at HEI. Our group thrives on creating  opportunities  where
none existed and seeing opportunities where none were apparent.

CREATING  JOBS  The  Victoria,  Minnesota  facility  will  be the  anchor  and
technology hub of our plan for expansion and aggressive growth. We believe the
intensely  competitive nature of HEI's business dictates that it become one of
the most  efficient  producers of contract  microelectronic  components in the
world.  To that end, our group will find ways to use the full  capacity of the
Victoria facility. We will create new jobs in Minnesota.

On  this  subject,   please  don't  be  taken  in  by  the  incumbent  Board's
condescending  rhetoric  about their  leadership and  commitment.  The lack of
growth  at HEI in recent  years  has meant a lack of growth in jobs.  Over the
last five fiscal  years,  the number of  employees at the company has actually
dropped from 143 to 120. We will find a way to reverse this trend.

CREATING  VALUE Our group will have a singular  focus on earnings  growth.  We
view this as the basic source of shareholder value. Neither asset growth alone
nor the volatile,  and indeed declining,  profitability HEI has experienced in
the past will continue to be good enough.  HEI can no longer afford complacent
directors  who,  astonishingly,  have boasted about the company's  performance
despite a dramatic decline in earnings  recently and a lack of growth over the
last five years.  We see a window of  opportunity  to initiate  growth now and
believe we have the vision and determination to make it happen.

Give us a chance  to make all of this  happen  at HEI.  Your vote can make the
difference.

                                                    Sincerely,



                                                    Anthony J. Fant
                                                    July 30, 1998