sc13g

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 1.

(a)

Name of Issuer

HEI, Inc.

(b)

Address of Issuer’s Principal Executive Offices

1495 Steiger Lake Lane,

Victoria, MN 55386

Item 2.

(a)

Name of Person Filing

Thomas F. Leahy

(b)

Address of Principal Business Office or, if none, Residence

16411 Ringer Rd.,

Wayzata, MN 55391

(c)

Citizenship

United States

(d)

Title of Class of Securities

Common Stock

(e)

CUSIP Number

404160103

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

Investment company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C. 80a-8).

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j)

Group, in accordance with § 240.13d-1(b)(1)(ii)(J).



Item 4.	Ownership

	(a)	Amount Beneficially Owned: The Reporting Person beneficially owns 1,122,054 shares of the Issuer’s Common Stock which are comprised of (i) 43,854 shares of Common Stock, (ii) warrants which are exercisable for 308,000 shares of Common Stock, (iii) Series A Convertible Preferred Stock which is convertible into 770,000 shares of Common Stock, and (iv) 200 shares of Common Stock owned by the Reporting Person’s wife.

	(b)	Percent of Class: 11.9%

	(c)	Number of shares as to which such person has:

		(i)	Sole power to vote or to direct the vote

			See item 4(a)

		(ii)	Shared power to vote or to direct the vote

			0

		(iii)	Sole power to dispose or to direct the disposition of

			See item 4(a)

		(iv)	Shared power to dispose or to direct the disposition of

			0

	Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. Not applicable.

	Instruction. Dissolution of a group requires a response to this item.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person.

	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c), attach an exhibit stating the identification of relevant subsidiary. Not applicable

Item 8.	Identification and Classification of Members of the Group

	If a group has filed this schedule, pursuant §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and the Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable

Item 9.	Notice of Dissolution of Group

	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not applicable

Item 10.	Certification

	By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and we were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 13, 2005

Date

/s/ THOMAS F. LEAHY

Signature

Thomas F. Leahy

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties for whom copies are to be sent.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)


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1		NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Thomas F. Leahy
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP^* (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States


9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,122,054
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES^*
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.9%
12		TYPE OF REPORTING PERSON^* IN


CUSIP No. 404160103		13G