UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES ~~20549~~SECURITIES AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT PURSUANT~~8-K ~~TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ofREPORT ~~Report~~PURSUANT TO SECTION 13 OR 15(~~Date~~D) ofOF ~~earliest~~THE SECURITIES ~~event~~EXCHANGE ~~reported)~~ACT ~~June 30,~~OF ~~2006~~1934

~~HEI,~~Date of ~~Inc.~~Report (Date of earliest event reported) July 11, 2006

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

Minnesota		0-10078		41-0944876
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of registrant as specified in its charter)

PO Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota	55386
Minnesota	0-10078	41-0944876
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
PO Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota		55386
(Address of principal executive offices)		(Zip Code)

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

~~Check~~Not 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): Applicable

[(Former ]name ~~Written~~or ~~communications~~former ~~pursuant~~address, toif ~~Rule 425~~changed ~~under~~since ~~the~~last ~~Securities Act (17 CFR 230~~report.~~425~~)

[Check ]the ~~Soliciting~~appropriate ~~material~~box ~~pursuant~~below toif ~~Rule 14a~~the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General ~~240~~Instructions A.~~14a-12~~2. below):

[o ]Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[TABLE ]OF ~~Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~ CONTENTS

Item 1.01 Entry into a Material Definitive Agreement Item 9. 01 Financial Statements and Exhibits SIGNATURES Employment Agreement - Nina Anderson Employment Agreement - Scott Stole

EffectiveTable June 26, 2006, Mark Thomas Enterprises, LLC and the Company entered into an Independent Contractor Agreement (the “Agreement”) pursuant to which Mr. Thomas will perform the duties of a consultant until July 11, 2006, and will assume the duties of Chief Financial Officer and Principal Accounting Officer on July 12, 2006. The initial period of the Agreement will be from June 26, 2006 through December 31, 2006 at a monthly consulting fee of $15,000 per month during the term of this Agreement provided that Mr. Thomas spends 60% to 80% of his time performing the Contractor’s obligations pursuant to the terms of this Agreement. In the event Mr. Thomas spends less than 60% of his time performing the Contractor’s obligations, the Contractor’s compensation shall be reduced on a pro rata basis. Such compensation shall be payable within 15 days of the end of each calendar month during the term of this Agreement. Contents

~~The Company may terminate this Agreement at any time by 10 working days’ written notice to the Contractor~~Item 1.01 ~~The~~Entry ~~Agreement~~into ~~provides~~a ~~that~~Material ~~Mark~~Definitive ~~Thomas Enterprises, LLC is an independent contractor and that neither Mr~~Agreement. ~~Thomas nor Mark Thomas Enterprises, LLC is an employee of the Company.~~

AEffective ~~copy~~July 7, of2006, Nina Anderson and Scott Stole (“Employee” or “Employees”) entered into individual Employment Agreements with the Company (the “Agreement” isor ~~attached~~“Agreements”) pursuant to which ~~this~~Ms. Anderson ~~Current~~will ~~Report~~perform asthe ~~Exhibit~~duties of Vice President of Human Resources, and Mr. 10Stole will perform the duties of Vice President and General Manager with RFID, a division of the Company.1 The Agreements have an initial term of one year each through July 6, ~~which~~2007, ~~exhibit~~with isautomatic one-year ~~incorporated~~renewal ~~herein~~provisions byunless ~~reference~~the inCompany provided the Employee or Employees with a 30 day notice of its ~~entirety~~intention not to renew the Agreement or Agreements. Ms. Anderson will be compensated at an annual base rate of $80,000 plus discretionary bonus and incentive compensation, and Mr. Stole will be compensated at an annual base rate of $120,000 plus discretionary bonus and incentive compensation.

~~Item~~The 5individual Agreements call for Ms.02 Anderson ~~Departure~~and Mr. Stole to devote their full-time efforts in support of ~~Directors~~the orCompany’s ~~Principal~~business ~~Officers;~~and ~~Election~~provides for benefits in the ordinary course of ~~Directors;~~business. ~~Appointment~~In addition, the Agreements call for severance compensation in the event of ~~Principal~~termination ~~Officers~~without cause in an amount of up to three months of annualized base pay along with a pro rata share of bonus and incentive compensation, if any. In the event of certain change of control events and based on specific conditions, the Agreements outline severance compensation in an amount of up to 12 months of annualized base pay along with a pro rata share of bonus and incentive compensation, if any. The Agreements also contain Non-Competition and Non-Disclosure provisions, as well as other provisions to provide for the protection of the Company and its intellectual property, trade secrets, employees and customers. The Employees may terminate their respective Agreements with or without cause upon notice to the Company as set forth in the Agreements.

OnA ~~June 30,~~copy ~~2006, the Company issued a press release announcing that Mark Thomas, age 44,~~ of ~~Mark Thomas Enterprises, LLC was engaged by~~ the ~~Company~~Agreement onfor ~~June~~Ms. ~~26,~~Anderson ~~2006~~is attached to ~~perform~~this ~~the~~Current ~~duties~~Report ofas ~~a consultant until July~~Exhibit 1110.1, ~~2006,~~ and ~~will assume the duties of Chief Financial Officer and~~a ~~Principal~~copy ~~Accounting Officer on July 12, 2006. The full text~~ of the ~~press~~Agreement ~~release~~for ~~issued~~Mr. Stole ~~in connection~~is ~~with~~attached ~~the~~to ~~announcement~~this isCurrent ~~furnished~~Report as Exhibit 9910.2, towhich exhibits ~~this~~are ~~Current~~incorporated ~~Report~~herein onby ~~Form~~reference ~~8-K~~in their entirety.

~~Mr.~~Item ~~Thomas is the President of Mark Thomas Enterprises, LLC, a Minneapolis-based consulting firm founded in 2004 which focuses on financial management for both publicly-traded and privately-held companies~~9.01 ~~From~~Financial ~~1992~~Statements ~~through 2004, Mr. Thomas was President, CEO~~ and ~~CFO of Ballistic Recovery Systems, Inc~~Exhibits.~~, a provider of whole-aircraft emergency parachute systems to the general aviation and~~ ~~recreational aviation markets. Mr. Thomas is a certified public accountant and holds a bachelor’s degree in accounting from Moorhead State University.~~

~~The Company has entered into a written independent contractor agreement with Mark Thomas Enterprises, LLC as disclosed under Item~~(c) 1Exhibits.~~01 herein.~~

2 The following exhibit is filed as a part of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.


Item No.		Description
10.1		Employment Agreement dated July 10, 2006 between Nina Anderson and HEI, Inc. effective as of July 7, 2006.
10.2		Employment Agreement dated July 10, 2006 between Scott Stole and HEI, Inc. effective as of July 7, 2006.

~~(c) Exhibits. The following exhibit is filed as a part of this Current Report on Form 8-K.~~SIGNATURES

Item No.		Description
	10.1	Independent Contractor Agreement dated June 26, 2006 between Mark Thomas Enterprises, LLC and HEI, Inc. effective as of June 26, 2006.
	99	Press Release dated June 30, 2006.

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.

SIGNATURES


	HEI, INC.
Date: July 11, 2006	By /s/ Mack V. Traynor, III
	Mack V. Traynor, III
	Chief Executive Officer and President (Duly Authorized Officer)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused~~2 ~~this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	HEI, INC.
Date: June 30, 2006	By	/s/ Mack V. Traynor, III
		Mack V. Traynor, III
		Chief Executive Officer and President
		(Duly Authorized Officer)

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