UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~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) May 9,~~ACT ~~2007~~ OF 1934

~~HEI~~Date of Report (Date of earliest event reported) September 10, ~~Inc.~~ 2007

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

(Exact name of registrant as specified in its charter)

Minnesota	0-10078	41-0944876
(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
Not Applicable
(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 obligation of the registrant under any of the following provisions (see General Instructions A.2. below):


PO Box 5000, 1495 Steiger Lake Lane, Victoria, Minnesota		55386

(Address of principal executive offices)		(Zip Code)

~~o Written communications pursuant to Rule 425 under the Securities Act~~ (17Registrant’s ~~CFR~~telephone ~~230.425)~~number, oincluding ~~Soliciting~~area ~~material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12~~code) ~~o Pre-commencement communications pursuant to Rule 14d-2~~(b952) ~~under the Exchange Act (17 CFR 240.14d~~ 443-~~2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~2500

Not Applicable

(Former name or former address, if changed since last report.)

~~Item 5.02 Departure~~Check ofthe ~~Directors~~appropriate orbox ~~Principal~~below ~~Officers;~~if ~~Election~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Directors;~~the ~~Appointment~~registrant under any of ~~Principal~~the ~~Officers~~following provisions (see General Instructions A.2. below):

~~Mr. Mark~~o Written ~~Thomas~~communications ~~announced~~pursuant ~~his intent~~ to ~~resign as the Company’s Chief Executive Officer and Chief Financial Officer effective May~~Rule ~~31,~~425 ~~2007.~~under ~~No severance or other payments will be made in connection with~~ the ~~resignation~~Securities ~~and~~Act ~~there~~(17 ~~are~~CFR ~~no disagreements with the Company on any matter relating to the Company’s operations, policies or practices on any financial or accounting matter~~230. ~~A copy of the press~~425) ~~release issued May 9, 2007, announcing the intent of Chief Executive Officer and Chief Financial Officer, Mark Thomas to resign effective May 31, 2007 is furnished as Exhibit 99.1 to this report.~~

~~ITEM~~o Soliciting ~~9.01. FINANCIAL~~material ~~STATEMENTS~~pursuant ~~AND~~to ~~EXHIBITS~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(cb) ~~Exhibits~~ under the Exchange Act (17 CFR 240.14d-2(b))

~~The~~o Pre-commencement ~~following~~communications ~~Exhibits~~pursuant ~~shall~~to beRule 13e-4(c) ~~deemed~~under ~~furnished~~the ~~and~~Exchange ~~not~~Act ~~filed~~(17 asCFR ~~a part of this Report:~~240.13e-4(c))

Exhibit No.		Description of Exhibit
99.1		Press release issued May 9, 2007, announcing the intent of Chief Executive Officer andChief Financial Officer, Mark Thomas to resign effective May 31, 2007.

TABLE OF CONTENTS


	Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Press Release

SIGNATURES Table of Contents

~~Pursuant~~Item 3.01 toNotice ~~the requirements~~ of ~~the~~Delisting ~~Securities~~or ~~Exchange~~Failure ~~Act of 1934, the registrant has duly caused this report~~ to beSatisfy ~~signed~~a onContinued ~~its~~Listing ~~behalf~~Rule byor ~~the~~Standard; ~~undersigned~~Transfer ~~hereunto duly authorized~~of Listing.

	HEI, INC.
Date: May 9, 2007	By /s/ Mark B. Thomas
	Mark B. Thomas
	Its: Chief Executive Officer and Chief Financial Officer

On September 10, 2007, HEI, Inc. (the “Company”) received a notice from The NASDAQ Stock Market (“NASDAQ”) stating that the Company is not in compliance with the requirements for continued inclusion under NASDAQ Marketplace Rule 4310(c)(4), due to the fact that the closing bid price of the Company’s common stock has not exceeded $1.00 for a consecutive 30 day period. NASDAQ stated in its notice that, in accordance with the NASDAQ Marketplace Rules, the Company will be provided 180 calendar days, or until March 10, 2008, to regain compliance. The Company issued a press release on September 14, 2007 regarding the notice received from NASDAQ, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

3Item 9.01 Financial Statements and Exhibits.

~~EXHIBIT~~(a) ~~INDEX~~ Exhibits.

99.1 Press release ~~issued~~dated ~~May~~September 914, 2007~~, announcing the intent of Chief Executive Officer and Chief Financial Officer, Mark Thomas to resign effective May 31, 2007~~.

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.
Date: September 14, 2007	By	/s/ Mark B. Thomas
		Mark B. Thomas
		Its:	Chief Executive Officer and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

99.1		Press Release dated September 14, 2007

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