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) February 9, 2006

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

         Minnesota                        0-10078                 41-0944876
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(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 1.01   ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

         In accordance with HEI, Inc.'s ("the Company') existing policy on
Director Fees, Mr. Thomas Leahy, as a new director, will receive an award of
6,000 restricted shares ("Performance Shares"). The form of such award has been
previously filed with the Securities and Exchange Commission. In addition Mr.
Leahy will receive remuneration for service on the Board of Directors in
accordance with the Board's existing policy on Director Fees.

         In connection with Mr. Dennis J. Leisz's resignation from the Company's
Board of Directors, the Board approved of the acceleration of vesting on 32,500
stock options granted February 5, 2003, March 19, 2003, January 14, 2004,
February 11, 2004 and March 2, 2005.

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

        (b) Mr. Dennis J. Leisz voluntarily resigned as director of the Company
effective February 9, 2006. Mr. Leisz's resignation did not involve a
disagreement with the Company on any matter relating to the Company's
operations, policies or practices.

        (d) On February 10, 2006, the Board of Directors elected Mr. Thomas
Leahy as a Class II Director of the Company to serve until the 2007 annual
meeting of stockholders and until his successor is duly elected and qualified.
Mr. Leahy will act as Chairman of the Board of Directors and will also serve on
the Compensation Committee.

        A copy of the press release announcing the resignation of Mr. Leisz and
the election of Mr. Leahy is attached as Exhibit 99.1 to this Current Report on
Form 8-K.

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 February 13, 2006, announcing the resignation
              of Mr. Leisz and the election of Mr. Leahy as a Class II Director.

                                        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: February 13, 2006
                                                    By   /s/ Timothy Clayton
                                                         -----------------------
                                                         Timothy Clayton
                                                    Its: Chief Financial Officer

                                        3


                                  EXHIBIT INDEX

99.1    Press Release dated February 13, 2006, announcing the resignation of Mr.
        Leisz and the election of Mr. Leahy as a Class II Director.

                                        4

EX-99.1

                                                                    Exhibit 99.1

                   HEI Announces Changes to Board of Directors

     -- Mr. Thomas F. Leahy to Assume Chairman Role

    MINNEAPOLIS, Feb. 13 /PRNewswire-FirstCall/ -- HEI, Inc. (Nasdaq: HEII)
( http://www.heii.com ) announced today that Dennis J. Leisz has resigned from
the Board of Directors. Mr. Leisz stated that the reason for his resignation
is the need to devote 100% of his time to his responsibilities as the
president and CEO of Wavecrest Corporation.  "I am very pleased and proud of
our accomplishments during my tenure on the HEI Board," said Mr. Leisz.  The
Company also announced that Mr. Thomas F. Leahy, a major HEI shareholder and
former President and CEO of Advance Circuits Inc., has been appointed to
replace Mr. Leisz on the Board. Mr. Leahy will assume the role of Chairman.

    "I greatly appreciate the significant contributions made by Dennis to HEI
during his service on the Board," stated Mr. Mack Traynor, President and CEO.
"He provided important leadership to the Company during a very difficult period
and we will miss his insights."

    Mr. Leahy served as President, CEO and a Director of Advance Circuits for
over 15 years. During this time, this circuit board manufacturer grew to $185
million in revenues. He has founded and served on the Board of Directors of a
number of other companies including Help/Systems Inc., a computer operations
software company and Nature Vision Inc., a publicly-traded manufacturing
business.

    "I am extremely pleased that Mr. Leahy has agreed to replace Dennis on our
Board and to assume the duties of Chairman," stated Mr. Traynor. "Mr. Leahy has
substantial experience in our business and as a large shareholder, has a
significant interest in enhancing shareholder value. I am looking forward to
working closely with Tom in the future."

    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 Operations    PO Box 5000,
                                                  1495 Steiger Lake Lane,
                                                  Victoria, MN  55386
    Advanced Medical Operations                   4801 North 63rd Street,
                                                  Boulder CO  80301
    High Density Interconnect Operations          610 South Rockford Drive,
                                                  Tempe, AZ  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-                             02/13/2006
    /CONTACT:  Mack V. Traynor, CEO, or Timothy Clayton, CFO, both of HEI,
Inc., +1-952-443-2500/
    /Web site:  http://www.heii.com /