8-K

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                                  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) January 27, 2006

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

           Minnesota                    0-10078                41-0944876
  ----------------------------        ------------         -------------------
  (State or other jurisdiction        (Commission             (IRS Employer
       of incorporation)              File Number)         Identification No.)

 PO Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota        55386
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       (Address of principal executive offices)               (Zip Code)

       (Registrant's telephone number, including area code) (952) 443-2500

                                 Not Applicable
         --------------------------------------------------------------
         (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 obligation of the registrant under any of the
following provisions (see General Instructions A.2. below):

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

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

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

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

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ITEM 5.02   DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF PRINCIPAL OFFICERS.

         On January 25, 2006, Mr. James C. Vetricek notified HEI, Inc. (the
"Company") of his intention to resign his position as Vice President of
Operations in mid-February 2006. The Company does not presently intend to
replace Mr. Vetricek. A copy of the Company's press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 8.01   OTHER EVENTS.

         On January 27, 2006, HEI, Inc. (the "Company") issued a press release
that describes a reorganization of the Company's management team.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

[The following Exhibits are filed as a part of this Report / The following
Exhibits shall be deemed furnished and not filed as a part of this Report:]

Exhibit No.   Description of Exhibit
- -----------   ------------------------------------------------------------------
   99.1       Press Release dated January 27, 2006, reporting Management
              Realignment including resignation of Vice President of Operations.

                                        2


                                   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: January 27, 2006
                                                By   /s/ Timothy Clayton
                                                     ---------------------------
                                                     Timothy Clayton
                                                Its: Chief Financial Officer

                                        3


                                  EXHIBIT INDEX

   99.1       Press Release dated January 27, 2006, reporting Management
              Realignment including resignation of Vice President of Operations.

                                        4

EX-99.1

                                                                    Exhibit 99.1

                      HEI ANNOUNCES MANAGEMENT REALIGNMENT

     -- Operating Unit Leadership Team Established

     -- Names Director of Quality and Regulatory

     -- Resignation of Vice President of Operations

    MINNEAPOLIS, Jan. 27 /PRNewswire-FirstCall/ -- HEI, Inc. (Nasdaq: HEII) (
http://www.heii.com ) announced today several changes to its senior management
team which are designed to enhance customer responsiveness, operational
efficiency and profitability. Under the changes announced today, HEI will create
the position of General Manager for each of its existing operating units. The
General Managers will now report directly to the President and CEO.

    The newly named Operating Unit General Managers are: Mark Stephenson, GM
Advanced Medical Operations; Len Klun, GM Microelectronics Operations; Gary
Homan, GM High Density Interconnect Operations; and Scott Stole, VP RFID
Operations. In an additional management change, HEI named Andy Snow to the newly
created position of Corporate Director of Quality and Regulatory. "Each of these
individuals has demonstrated superior leadership capabilities at HEI for years
and their promotion into these positions represent a natural progression for
them and the Company," stated Mack V. Traynor, President and CEO. "I am
tremendously excited about the management team that will lead our business
operations and look forward to working with them to ensure the continued success
of HEI, Inc.," continued Mr. Traynor.

    In an unrelated matter, James C. Vetricek, Vice President of Operations
advised HEI that he will be leaving HEI, Inc in mid February to pursue other
ventures outside of HEI and the EMS industry.

    "We are sorry to lose Jim. He made an outstanding contribution to HEI's
drive towards operational excellence. Jim advised us that his decision is based
solely on family considerations and HEI has planned for an orderly transition
that does not include replacing him," stated Mr. Traynor.

    HEI, Inc. designs, develops and manufactures microelectronics, subsystems,
systems, connectivity and software solutions for OEMs engaged in the medical
equipment and medical device, hearing, communications, and industrial markets.
HEI provides its customers with a single point of contact that can take an idea
from inception to a fully functional, cost effective and manufacturability
product utilizing innovative design solutions and by the application of
state-of-the-art materials, processes and manufacturing capabilities.

    Headquarters & Microelectronics     PO Box 5000, 1495 Steiger Lake Lane,
     Operations                          Victoria, MN  55386
    Advanced Medical Operations         4801 North 63rd Street, Boulder CO
                                         80301
    High Density Interconnect           610 South Rockford Drive, Tempe, AZ
     Operations                          85281
    RF Identification Operations        1546 Lake Drive West, Chanhassen, MN
                                         55317



    FORWARD-LOOKING INFORMATION

    Information in this news release, which is not historical, includes
forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Statements contained in this
press release, including the implementation of business strategies, growth of
specific markets, and operational expectations. All of such forward-looking
statements involve risks and uncertainties including, without limitation,
continuing adverse business and market conditions, the ability of HEI to secure
and satisfy customers, the availability and cost of materials from HEI's
suppliers, our ability to satisfy financial or other obligations or covenants
set forth in our banking agreements, adverse competitive developments, change in
or cancellation of customer requirements, collection of outstanding debt, and
other risks detailed from time to time in HEI's SEC filings. We undertake no
obligation to update these statements to reflect ensuing events or
circumstances, or subsequent actual results.

SOURCE  HEI, Inc.
    -0-                             01/27/2006
    /CONTACT: Mack V. Traynor, CEO, or Timothy Clayton, CFO, both of HEI,
+1-952-443-2500/
    /Web site:  http://www.heii.com /
    (HEII)