As filed with the Securities and Exchange Commission on January 27, 2000

                                                  Registration No. 333-_____
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                           ------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933
                           ------------------------

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

         Minnesota                                 41-0944876
--------------------------------        ----------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)


                                  PO Box 5000
                            1495 Steiger Lake Lane
                           Victoria, Minnesota 55386
                                (612) 443-2500
  (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

                           ------------------------
                       HEI, Inc. 1998 Stock Option Plan
                      As amended through January 20, 2000
                           (Full title of the plan)
                            -----------------------

                                Anthony J. Fant
                     Chairman and Chief Executive Officer
                                   HEI, Inc.
                                  PO Box 5000
                            1495 Steiger Lake Lane
                           Victoria, Minnesota 55386
                                (612) 443-2500
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)

<TABLE>
<CAPTION>

                                                   CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Securities                      Amount to          Proposed maximum         Proposed maximum     Amount of registration
 to be registered                      be registered      offering price per unit   aggregate offering             fee
                                                                                           price
<S>                                   <C>                      <C>                  <C>                           <C>

Common Stock, par value
$.05 per share...............         600,000(1)               $10.75(2)             $6,450,000(3)                $1,703(4)
===============================================================================================================================
</TABLE>

(1)  Plus such additional number of shares as may be required pursuant to the
     1998 Stock Option Plan, as amended through January 20, 2000, with respect
     to which no additional consideration will be paid (i) in the event of a
     stock dividend, reverse stock split, split up, recapitalization or
     capital adjustments and (ii) that are issuable pursuant to dividend
     equivalent rights relating to stock options issued under the 1998 Stock
     Option Plan, as amended through January 20, 2000.

(2)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act").

(3)  Calculated pursuant to Rule 457(c) and (h) under the Securities Act based
     on the average of the high and low prices for the Common Stock reported
     by the Nasdaq National Market on January 24, 2000.

(4)  In accordance with Rule 457(h), the filing fee is based on the maximum
     number of the registrant's securities issuable under the 1998 Stock
     Option Plan, as amended through January 20, 2000, that are covered by
     this Registration Statement.


<PAGE>


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         HEI, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a), (b), (c) and (d) below which have previously been
filed with the Securities and Exchange Commission.

        (a)    The Annual Report on Form 10-K for the fiscal year ended
               August 31, 1999.

        (b)    The Quarterly Report on Form 10-Q for the quarter ended
               December 4, 1999.

        (c)    The Company's Definitive Proxy Statement filed on
               November 24, 1999.

        (d)    The description of the Company's Common Stock contained in
               the Company's Registration Statement, registering the
               Company's Common Stock under Section 12(g) of the Exchange
               Act, including any amendment or report filed for the purpose
               of updating such description.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.



<PAGE>




ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 302A.521 of the Minnesota Statutes (the "Minnesota Business
Corporation Act") requires, among other things, the indemnification of persons
made or threatened to be made a party to a proceeding by reason of acts or
omissions performed in their official capacity as an officer, director, member
of a committee of the board, or employee of the registrant against judgments,
penalties, fines (including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan), settlements, and
reasonable expenses (including attorney's fees and disbursements) incurred by
the person in connection with the proceeding if, with respect to the acts or
omissions of the person complained of in the proceeding, the person is not
otherwise indemnified by another organization or employee benefit plan, acted
in good faith, received no improper benefit, believed that such conduct was in
the best interests of the registrant, and, in the case of criminal
proceedings, had no reason to believe that the conduct was unlawful. In
addition, Section 302A.521, Subd. 3, requires payment by the registrant, upon
written request, of reasonable expenses in advance of final disposition of a
proceeding in certain instances. A decision as to required indemnification is
made by the board by a majority of a quorum (not including, for purposes of
determining either a majority or the presence of a quorum, any directors who
are parties to the proceeding), by a majority of a designated committee of the
board, consisting solely of two or more directors who are not parties to the
proceeding, by special legal counsel, by the shareholders (not including, for
purposes of determining the presence of a quorum, the shares held by any
person who is a party to the proceeding and not including the vote of any such
person) or by a court.

         Article IX of the Bylaws of the Company, as amended, and
indemnification agreements between the registrant and certain of its officers
and directors provide for indemnification of officers and directors and
certain other persons against liabilities and expenses to the fullest extent
authorized by the Minnesota Business Corporation Act, as the Act exists or is
amended (but in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights
than were permitted under the Act prior to its amendment).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

4(a)*    Restated Articles of Incorporation of the Company, as amended.

4(b)**   By-Laws of the Company, as amended.

4(c)     HEI, Inc. 1998 Stock Option Plan, as amended through January 20, 2000.

5        Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.

23(a)    Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
         (included as part of Exhibit 5).

23(b)    Consent of KPMG LLP.

23(c)    Consent of PricewaterhouseCoopers LLP.

24       Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Annual Report on Form 10-K for
the year ended August 31, 1990, and incorporated herein by reference.

**       Previously filed as an exhibit to Annual Report on Form 10-K for
the year ended August 31, 1998 and incorporated herein by reference.



ITEM 9.           UNDERTAKINGS

         The undersigned registrants hereby undertake:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent
                  a fundamental change in the information set forth in the
                  registration statement;

                  (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.



<PAGE>


                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, HEI, Inc.
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on January 20,
2000.

                                    HEI, INC.

                                    By:   /s/ Anthony J. Fant
                                          ---------------------------
                                              Anthony J. Fant
                                          Chairman of the Board and
                                          Chief Executive Officer
                                          (Principal Executive Officer)

                               POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers
and directors of HEI, Inc. hereby severally constitute Anthony J. Fant, Jerald
H. Mortenson and Edwin W. Finch, III and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable HEI, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to
said Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>


           Signature                                                 Title                                          Date
           ---------                                                 -----                                          ----
<S>                                  <C>                                                                         <C>

/s/ Anthony J. Fant                  Chairman of the Board and  Chief Executive Officer                          January 20, 2000
---------------------------          (Principal Executive Officer)
Anthony J. Fant
               -
/s/ Jerald H. Mortenson              Vice President of Finance and Administration, Chief Financial               January 20, 2000
---------------------------          Officer and Treasurer
Jerald H. Mortenson                  (Principal Financial Officer and Principal Accounting Officer )

/s/ Edwin W. Finch, III              Director                                                                    January 20, 2000
---------------------------
Edwin W. Finch, III

/s/ David W. Ortlieb                 Director                                                                    January 20, 2000
---------------------------
David W. Ortlieb

/s/ Steve E. Tondera, Jr.            Director                                                                    January 20, 2000
-------------------------
Steve E. Tondera, Jr.

                                     Director
------------------------
Mack V. Traynor, III

</TABLE>

<PAGE>


                                 EXHIBIT INDEX

Exhibit No.                  Description                               Page
-----------                  -----------                               ----

4(a)*              Restated Articles of Incorporation
                   of the Company, as amended.

4(b)**             By-Laws of the Company, as amended.

4(c)               HEI, Inc. 1998 Stock Option Plan, as
                   amended through January 20, 2000.                    8

5                  Opinion of Gray, Plant, Mooty, Mooty &
                   Bennett, P.A.                                       16

23(a)              Consent of Gray, Plant, Mooty,
                   Mooty & Bennett, P.A. (included as
                   part of Exhibit 5).

23(b)              Consent of KPMG LLP.                                17

23(c)              Consent of PricewaterhouseCoopers LLP.              18

24                 Power of Attorney (included on page 6).

* Previously filed as an exhibit to Annual Report on Form 10-K for the year
ended August 31, 1990, and incorporated herein by reference.

** Previously filed as an exhibit to Annual Report on Form 10-K for the year
ended August 31, 1998 and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "T:\\EDGAR\\SANDERSO\\633325.TXT", "secsgml_size_bytes": 18572}]
{"company-data": {"conformed-name": "HEI INC", "cik": "0000351298", "assigned-sic": "3674", "irs-number": "410944876", "state-of-incorporation": "MN", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-95551", "film-number": "515104"}, "business-address": {"street1": "1495 STEIGER LAKE LN", "street2": "P O BOX 5000", "city": "VICTORIA", "state": "MN", "zip": "55386", "phone": "6124432500"}, "mail-address": {"street1": "P O BOX 5000", "street2": "1495 STEIGER LAKE LANE", "city": "VICTORIA", "state": "MN", "zip": "55386"}}
As filed with the Securities and Exchange Commission on January 27, 2000

                                                  Registration No. 333-_____
==============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                           ------------------------
                                   FORM S-8
                            REGISTRATION STATEMENT
                                     under
                          THE SECURITIES ACT OF 1933
                           ------------------------

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

         Minnesota                                 41-0944876
--------------------------------        ----------------------------
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

                                  PO Box 5000
                            1495 Steiger Lake Lane
                           Victoria, Minnesota 55386
                                (612) 443-2500
  (Address, including zip code, and telephone number, including area code, of
                  registrant's principal executive offices)

                           ------------------------
                       HEI, Inc. 1998 Stock Option Plan
                      As amended through January 20, 2000
                           (Full title of the plan)
                            -----------------------

                                Anthony J. Fant
                     Chairman and Chief Executive Officer
                                   HEI, Inc.
                                  PO Box 5000
                            1495 Steiger Lake Lane
                           Victoria, Minnesota 55386
                                (612) 443-2500
           (Name, address, including zip code, and telephone number,
                  including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================================================================
Title of Securities                      Amount to          Proposed maximum         Proposed maximum     Amount of registration
 to be registered                      be registered      offering price per unit   aggregate offering             fee
                                                                                           price
Common Stock, par value
$.05 per share...............         600,000(1)               $10.75(2)             $6,450,000(3)                $1,703(4)
===============================================================================================================================
(1)  Plus such additional number of shares as may be required pursuant to the
     1998 Stock Option Plan, as amended through January 20, 2000, with respect
     to which no additional consideration will be paid (i) in the event of a
     stock dividend, reverse stock split, split up, recapitalization or
     capital adjustments and (ii) that are issuable pursuant to dividend
     equivalent rights relating to stock options issued under the 1998 Stock
     Option Plan, as amended through January 20, 2000.

(2)  Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
     amended (the "Securities Act").

(3)  Calculated pursuant to Rule 457(c) and (h) under the Securities Act based
     on the average of the high and low prices for the Common Stock reported
     by the Nasdaq National Market on January 24, 2000.

(4)  In accordance with Rule 457(h), the filing fee is based on the maximum
     number of the registrant's securities issuable under the 1998 Stock
     Option Plan, as amended through January 20, 2000, that are covered by
     this Registration Statement.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The document(s) containing the information specified in Part I of
Form S-8 will be sent or given to participating employees as specified by Rule
428(b)(1) of the Securities Act of 1933, as amended (the "Securities Act").
Such documents and the documents incorporated by reference herein pursuant to
Item 3 of Part II hereof, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         HEI, Inc. (the "Company") hereby incorporates by reference the
documents listed in (a), (b), (c) and (d) below which have previously been
filed with the Securities and Exchange Commission.

        (a)    The Annual Report on Form 10-K for the fiscal year ended
               August 31, 1999.

        (b)    The Quarterly Report on Form 10-Q for the quarter ended
               December 4, 1999.

        (c)    The Company's Definitive Proxy Statement filed on
               November 24, 1999.

        (d)    The description of the Company's Common Stock contained in
               the Company's Registration Statement, registering the
               Company's Common Stock under Section 12(g) of the Exchange
               Act, including any amendment or report filed for the purpose
               of updating such description.

         In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
remaining unsold shall be deemed to be incorporated by reference herein and to
be part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes hereof to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF EXPERTS AND COUNSEL.

         None.
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 302A.521 of the Minnesota Statutes (the "Minnesota Business
Corporation Act") requires, among other things, the indemnification of persons
made or threatened to be made a party to a proceeding by reason of acts or
omissions performed in their official capacity as an officer, director, member
of a committee of the board, or employee of the registrant against judgments,
penalties, fines (including, without limitation, excise taxes assessed against
the person with respect to an employee benefit plan), settlements, and
reasonable expenses (including attorney's fees and disbursements) incurred by
the person in connection with the proceeding if, with respect to the acts or
omissions of the person complained of in the proceeding, the person is not
otherwise indemnified by another organization or employee benefit plan, acted
in good faith, received no improper benefit, believed that such conduct was in
the best interests of the registrant, and, in the case of criminal
proceedings, had no reason to believe that the conduct was unlawful. In
addition, Section 302A.521, Subd. 3, requires payment by the registrant, upon
written request, of reasonable expenses in advance of final disposition of a
proceeding in certain instances. A decision as to required indemnification is
made by the board by a majority of a quorum (not including, for purposes of
determining either a majority or the presence of a quorum, any directors who
are parties to the proceeding), by a majority of a designated committee of the
board, consisting solely of two or more directors who are not parties to the
proceeding, by special legal counsel, by the shareholders (not including, for
purposes of determining the presence of a quorum, the shares held by any
person who is a party to the proceeding and not including the vote of any such
person) or by a court.

         Article IX of the Bylaws of the Company, as amended, and
indemnification agreements between the registrant and certain of its officers
and directors provide for indemnification of officers and directors and
certain other persons against liabilities and expenses to the fullest extent
authorized by the Minnesota Business Corporation Act, as the Act exists or is
amended (but in the case of any such amendment, only to the extent that such
amendment permits the corporation to provide broader indemnification rights
than were permitted under the Act prior to its amendment).

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

4(a)*    Restated Articles of Incorporation of the Company, as amended.

4(b)**   By-Laws of the Company, as amended.

4(c)     HEI, Inc. 1998 Stock Option Plan, as amended through January 20, 2000.

5        Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.

23(a)    Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
         (included as part of Exhibit 5).

23(b)    Consent of KPMG LLP.

23(c)    Consent of PricewaterhouseCoopers LLP.

24       Power of Attorney (included on page 6).

*        Previously filed as an exhibit to Annual Report on Form 10-K for
the year ended August 31, 1990, and incorporated herein by reference.

**       Previously filed as an exhibit to Annual Report on Form 10-K for
the year ended August 31, 1998 and incorporated herein by reference.

ITEM 9.           UNDERTAKINGS

         The undersigned registrants hereby undertake:

         (a)(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

                  (i)  To include any prospectus required by Section 10(a)(3)
                  of the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration
                  statement (or the most recent post-effective amendment
                  thereof) which, individually or in the aggregate, represent
                  a fundamental change in the information set forth in the
                  registration statement;

                  (iii) To include any material information with respect to
                  the plan of distribution not previously disclosed in the
                  registration statement or any material change to such
                  information in the registration statement;

provided, however that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.

         (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         (b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this registration statement shall deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item 6 of
this registration statement, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, HEI, Inc.
certifies that is has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Minneapolis, State of Minnesota, on January 20,
2000.

                                    HEI, INC.

                                    By:   /s/ Anthony J. Fant
                                          ---------------------------
                                              Anthony J. Fant
                                          Chairman of the Board and
                                          Chief Executive Officer
                                          (Principal Executive Officer)

                               POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE PRESENTS, that we, the undersigned officers
and directors of HEI, Inc. hereby severally constitute Anthony J. Fant, Jerald
H. Mortenson and Edwin W. Finch, III and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement, and generally to do all such things in our names and in our
capacities as officers and directors to enable HEI, Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorneys, or any of them, to
said Registration Statement and any and all amendments thereto.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                                 Title                                          Date
           ---------                                                 -----                                          ----
/s/ Anthony J. Fant                  Chairman of the Board and  Chief Executive Officer                          January 20, 2000
---------------------------          (Principal Executive Officer)
Anthony J. Fant
               -
/s/ Jerald H. Mortenson              Vice President of Finance and Administration, Chief Financial               January 20, 2000
---------------------------          Officer and Treasurer
Jerald H. Mortenson                  (Principal Financial Officer and Principal Accounting Officer )

/s/ Edwin W. Finch, III              Director                                                                    January 20, 2000
---------------------------
Edwin W. Finch, III

/s/ David W. Ortlieb                 Director                                                                    January 20, 2000
---------------------------
David W. Ortlieb

/s/ Steve E. Tondera, Jr.            Director                                                                    January 20, 2000
-------------------------
Steve E. Tondera, Jr.

                                     Director
------------------------
Mack V. Traynor, III
EXHIBIT INDEX

Exhibit No.                  Description                               Page
-----------                  -----------                               ----

4(a)*              Restated Articles of Incorporation
                   of the Company, as amended.

4(b)**             By-Laws of the Company, as amended.

4(c)               HEI, Inc. 1998 Stock Option Plan, as
                   amended through January 20, 2000.                    8

5                  Opinion of Gray, Plant, Mooty, Mooty &
                   Bennett, P.A.                                       16

23(a)              Consent of Gray, Plant, Mooty,
                   Mooty & Bennett, P.A. (included as
                   part of Exhibit 5).

23(b)              Consent of KPMG LLP.                                17

23(c)              Consent of PricewaterhouseCoopers LLP.              18

24                 Power of Attorney (included on page 6).

* Previously filed as an exhibit to Annual Report on Form 10-K for the year
ended August 31, 1990, and incorporated herein by reference.

** Previously filed as an exhibit to Annual Report on Form 10-K for the year
ended August 31, 1998 and incorporated herein by reference.