EXHIBIT 3.3


                     AMENDMENTS TO THE AMENDED AND RESTATED
                               BYLAWS OF HEI, INC.
                        (EFFECTIVE AS OF MARCH 19, 2003)


A new Section 3.14 has been added:

                  Section 3.14. Chairman of the Board. The Chairman of the
         Board, if one is elected by the Board of Directors, shall preside at
         all meetings of the shareholders and directors and shall have such
         other duties as may be prescribed, from time to time, by the Board of
         Directors. The Chairman of the Board shall not be deemed to be an
         officer or employee of the corporation solely by serving as the
         Chairman of the Board.

Section 4.01 has been deleted in its entirety and replaced with the following:

                  Section 4.01. Officers. The officers of the corporation shall
         consist of a Chief Executive Officer, a Chief Financial Officer, a
         Secretary and such other officers and agents as may, from time to time,
         be elected or appointed by the Board of Directors. Any number of
         offices may be held by the same person.

Section 4.04 of the Bylaws is deleted in its entirety and replaced with the
following:

                  Section 4.04.  [Reserved.]