8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):		December 7, 2004
.
HEI, Inc.
(Exact Name of Registrant as Specified in Charter)
Minnesota	0-10078	41-0944876
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
PO Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota 55386
(Address of Principal Executive Offices, Including Zip Code)
Registrant’s telephone number, including area code:		(952) 443-2500
N/A
(Former Name or Former Address, if Changed Since Last Report)

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry Into a Material Definitive Agreement.
SIGNATURES
Exhibit Index
Amendment to Accounts Receivable Agreement

Item 1.01 Entry Into a Material Definitive Agreement.

     On December 7, 2004, HEI, Inc., a Minnesota corporation (the “Company”), entered into an amendment (the “Amendment”) to its Accounts Receivable Agreement, dated May 29, 2003, and previously amended on December 13, 2003, and July 1, 2004, with Beacon Bank (the “Accounts Receivable Agreement”). The Amendment amends the Accounts Receivable Agreement to increase the borrowing limit from $3.0 million to $4.0 million and extends the term of the Accounts Receivable Agreement from January 1, 2005, to January 1, 2006. A copy of the Amendment is filed herewith as Exhibit 10 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

     (c) Exhibits.

     The following exhibit is filed as part of this Current Report on Form 8-K.

Item No.	Description
10.1	Amendment dated December 7, 2004, to Accounts Receivable Agreement, dated May 29, 2003, and previously amended on December 13, 2003 and July 1, 2004, by and among HEI, Inc. and Beacon Bank.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HEI, INC.
Date:  December 10, 2004	By /s/ Douglas J. Nesbit
	Douglas J. Nesbit
	Chief Financial Officer, Treasurer, Secretary (Duly Authorized Officer)

Exhibit Index

Item No.	Description
10	Amendment dated December 7, 2004, to Accounts Receivable Agreement, dated May 29, 2003, and previously amended on December 13, 2003 and July 1, 2004, by and among HEI, Inc. and Beacon Bank.

EX-10

Exhibit 10

[Beacon Bank Letterhead]

December 7, 2004

Mr. Mack Traynor, President & CEO
HEI, Inc.
1495 Steiger Lake Lane
Victoria, MN 55386

Dear Mack:

     Thank you for the on-going opportunity to provide a revolving credit facility for HEI, Inc. This letter serves to confirm the continuing availability of the credit facility provided to HEI, Inc. by Beacon Bank pursuant to the Accounts Receivable Agreement dated May 29, 2003, on the following terms and conditions:

Maximum Client Account Limit:	$4,000,000
Discount:	Immediate discount of .50% and a daily discount of 1/25 of 1%
Part Payment:	80% of invoice amount, subject to the completion of appropriate verification due diligence
Terms of Contract:	January 1, 2006
Account Relationship:	That the primary deposit relationship for HEI, Inc. be maintained with Beacon Bank while this credit facility is in place
Credit Guarantee:	90-day recourse
Collateral:	First security interest in all accounts, inventory, and general intangibles
Guaranty:	Validity guaranty are required from:
	• Mack Traynor, President & CEO
	• Doug Nesbit, Chief Financial Officer

December 7, 2004
HEI, Inc. Commitment Letter
Page 2 of 2

     It has been our pleasure working with you and your staff during the last year. We congratulate your accomplishments this year, and look forward to future successes for HEI.

     As you know, we will also continue to provide HEI, Inc. accounts receivable credit and collection services, including the management of outstanding accounts receivable balances, assistance in the development of underwriting policies, credit approval procedures, and a full complement of accounts receivable and cash receipts reporting.

     All terms and conditions are covered in the Accounts Receivable Agreement. Please let me know if you have any questions, or if I can be of any further assistance. As always, we appreciate your business!

Sincerely,
 

/s/ Dave L. Peterka  

Dave L. Peterka 

Executive Vice President 

Copy: Partner Plus
C/O: Karen Turnquist and Jason Lund
5217 Wayzata Boulevard #120
Minneapolis, MN 55416