8-A12G/A

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                              FORM 8-A/A-2

             FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                 PURSUANT TO SECTION 12(b) OR (g) OF THE
                     SECURITIES EXCHANGE ACT OF 1934


                                HEI, Inc.
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           (Exact name of registrant as specified in its charter)

             Minnesota                                 41-0944876
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(State of Incorporation or Organization)    (IRS Employer Identification No.)

P.O. Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota         55386
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     (Address of Incorporation or Organization)                   (Zip Code)

    If this Form relates to the registration of a class of securities 
pursuant to Section 12(b) of the Exchange Act and is effective and is 
effective pursuant to General Instruction A.(c), check the following box. //

    If this Form relates to the registration of a class of securities 
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to 
General Instruction A.(d), please check the following box. /x/

    Securities Act registration statement file number to which this form 
relates: _________ (if applicable).

    Securities to be registered pursuant to Section 12(b) of the Act:


        Title of each Class              Name of Each Exchange On Which
        To Be So Registered              Each Class Is to Be Registered
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- ------------------------------------   ------------------------------------
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    Securities to be registered pursuant to Section 12(g) of the Act:


                   Rights to Purchase Common Stock
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                          (Title of class)

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                          (Title of class)




ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         Effective March 13, 1998, the Company amended Section 3(a) of the 
         Rights Agreement dated May 27, 1988 by and between the Company and 
         Norwest Bank Minnesota, N. A., as Rights Agent, to allow the Board 
         of Directors to defer the "Distribution Date" for the issuance of 
         Rights Certificates.

ITEM 2.  EXHIBITS.

         1. Amendment dated March 13, 1998, to Rights Agreement dated May 27, 
            1988, by and between the Company and Norwest Bank Minnesota, N. A.,
            as Rights Agent.



                                 SIGNATURE


    Pursuant to the requirements of Section 12 of the Securities Exchange Act 
of 1934, the registrant has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereto duly authorized.



                                     HEI, Inc.
                                     (Registrant)

Dated: March 18, 1998                By: /s/ Eugene W. Courtney
                                         --------------------------------
                                         Eugene W. Courtney
                                         President and Chief Executive Officer


                                    2

EX-1

                     AMENDMENT TO RIGHTS AGREEMENT


          THIS AMENDMENT between HEI Inc., a Minnesota corporation (the 
"Company"), and Norwest Bank Minnesota, National Association, a national bank 
association (the "Rights Agent"), dated as of March 13, 1998 (this 
"Amendment"), to Rights Agreement dated as of May 27, 1988 (the "Original 
Agreement") between the Company and Norwest Bank Minneapolis, N.A.

          WHEREAS, the Company and the Rights Agent have entered into the 
Original Agreement; and

          WHEREAS, the Board of Directors of the Company and the Rights Agent 
have determined to enter into this Amendment in accordance with Section 27 of 
the Original Agreement.

          ACCORDINGLY, in consideration of the premises and the mutual 
agreements herein set forth, the parties hereby agree as follows:

          1.  Section 3(a) of the Original Agreement is hereby amended in its 
entirety to read as follows:

          Section 3.  ISSUE OF RIGHTS CERTIFICATES.

     (a)  Until the earlier of (i) the tenth Business Day (or, except as 
          hereinafter provided, such later date as may be determined by 
          action of the Board of Directors of the Company) after the Shares 
          Acquisition Date or (ii) the tenth Business Day (or, except as 
          hereinafter provided, such later date as may be determined by 
          action of the Board of Directors of the Company) after the date 



          of commencement of, or of the first public announcement of the 
          intention of a Person (other than the Company, a Subsidiary of 
          Company, an employee benefit plan of Company or Subsidiary of 
          Company or any entity holding Common Shares for or pursuant to the 
          term of any such plan) to commence a tender or exchange offer the 
          consummation of which would result in any Person becoming the 
          Beneficial Owner of Common Shares aggregating Thirty Percent (30%) 
          or more of the outstanding Common Shares (including any such date 
          which is after the date of this Agreement and prior to the issuance 
          of the Rights, the earlier of such dates being herein referred to 
          as the "Distribution Date"), (x) the Rights will be evidenced 
          (subject to the provisions of paragraph (b) of this Section 3) by 
          the certificates for the Common Shares registered in the names of 
          the holders of the Common Shares (which certificates shall also be 
          deemed to be Rights Certificates) and not by separate Rights 
          Certificates, and (y) the right to receive Rights Certificates will 
          be transferable only in connection with the transfer of Common 
          Shares.  Notwithstanding anything stated in clause (i) or (ii) of 
          the immediately preceding sentence, the Distribution Date may not 
          be extended by the Board of Directors of the Company to a date 
          later than the first Business Day after the first Trading Day (as 
          such term is hereinafter defined) on or after the date which would 
          otherwise be the Distribution Date on which the closing price of a 
          Common Share for such Trading Day (as determined pursuant to the 
          second sentence of 



          Section 11(d) hereof) equals or exceeds four times the Purchase 
          Price (as such term is hereinafter defined) per one-fourth (1/4) of 
          a full Common Share.  As soon as practicable after the Distribution 
          Date, the Company will prepare and execute, the Rights Agent will 
          countersign and the Company (or the Rights Agent, if requested by 
          Company) will transmit by appropriate means to each record holder 
          of Common Shares as of the Close of Business on the Distribution 
          Date, as shown by the records of the Company, at the address of 
          such holder shown on such records, a Rights Certificate, in 
          substantially the form of Exhibit A hereto (a "Rights 
          Certificate"), evidencing one Right for each share of Common Stock 
          so held.  As of the Distribution Date, the Rights will be evidenced 
          only by such Rights Certificates.

          The Original Agreement shall remain in full force and effect 
without amendment except this Amendment and any other amendment made in 
accordance with Section 27 of the Agreement.  All references in the Original 
Agreement to "this Agreement" or the "Agreement" or "hereof" and all 
references in this Amendment to the Agreement shall hereafter be deemed to be 
references to the Original Agreement as amended by this Amendment and any 
other amendment made in accordance with Section 27 of the Agreement.  All 
terms used in this Amendment that are defined in the Original Agreement but 
are not defined herein shall have the meanings ascribed to them in the 
Original Agreement.



          IN WITNESS WHEREOF, the parties hereto have caused this Amendment 
to be duly executed as of the day and year first above written.

                                   HEI, Inc.


                                   By /s/ E. W. Courtney
                                     ---------------------------------
                                       Its President
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                                   Norwest Bank Minnesota, National
                                   Association


                                   By /s/ Tammy Brusehaver
                                     ---------------------------------
                                       Its Officer
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