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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 5, 2006

                                    HEI, Inc.
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               (Exact name of Registrant as Specified in 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, including Zip Code)

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

                                       N/A
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          (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 obligations of the registrant under any of the
following provisions (see General Instruction A.2.):

[ ]  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 2.02. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      HEI, Inc. issued a press release on January 5, 2006 disclosing its results
of operations for the three months ended November 26, 2005. The full text of the
press release issued on January 5, 2006 is furnished as Exhibit 99.1 to this
report.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

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

EXHIBIT NO.    DESCRIPTION OF EXHIBIT
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99.1           Press release issued January 5, 2006, announcing results of
               operations for the three months November 26, 2005.



                                   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: January 5, 2006                            By   /s/ Timothy Clayton
                                                       -------------------------
                                                       Timothy Clayton
                                                  Its: Chief Financial Officer



                                  EXHIBIT INDEX

99.1    Press Release dated January 5,2006, regarding the Company announcing
        results for three months ended November 26, 2005.