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): May 11, 2004

                                    HEI, Inc.
               (Exact name of Registrant as Specified in 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
         --------------------------------------------------------------
          (Address of Principal Executive Offices, including Zip Code)

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

                                       N/A
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)




Item 5. OTHER EVENTS.

      On May 11, 2004, HEI, Inc. ("the Company") today announced that it is not
an owner of Google warrants.

A copy of the press release is attached as Exhibit 99.1 and incorporated herein
by reference.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Financial Statements.

            Not Applicable.

      (b)   Pro Forma Financial Information.

            Not Applicable.

      (c)   Exhibits:

            99.1  Press Release dated May 11, 2004, regarding the Company
                  announcing that it is not an owner of Google warrants.

                                   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.

Dated: May 11, 2004                             By     /s/ Douglas Nesbit
                                                   ----------------------------
                                                   Douglas Nesbit
                                                   Its: Chief Financial Officer




                                  Exhibit Index
                                  -------------

            99.1 Press Release dated May 11, 2004, regarding the Company
            announcing that it is not an owner of Google warrants.