OMB APPROVAL

OMB Number: 3235-0104

Expires: January 31, 2005

Estimated average burden
hours per response...0.5

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 3

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(h) of the Investment Company Act of 1940

1.	Name and Address of Reporting Person*	2.	Date of Event Requiring Statement (Month/Day/Year)	3.	I.R.S. Identification Number of Reporting Person, if an entity (Voluntary)
	Colorado MEDtech, Inc.(Last) (First) (Middle)		January/24/2003
	345 South Francis Street, Unit F, P.O. Box 819(Street)	4.	Issuer Name and Ticker or Trading Symbol	5.	Relationship of Reporting Person(s) to Issuer (Check All Applicable)
			HEII HEI Inc.		o	Director	x	10% Owner
					o	Officer (give title below)
		6.	If Amendment, Date of Original (Month/Day/Year)		o	Other (specify below)
	Longmont, CO 80502-0819 (City)         (State)         (Zip)
				7.	Individual or Joint/Group Filing (Check Applicable Line)
					x	Form Filed by One Reporting Person
					o	Form Filed by More than One Reporting Person

Reminder:	Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).

Table I — Non-Derivative Securities Beneficially Owned
1.	Title of Security (Instr. 4)	2.	Amount of Securities Beneficially Owned (Instr. 4)		3.	Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4.	Nature of Indirect Beneficial Ownership (Instr. 5)
	Common Stock			955,000 shares		D

Page 2

Table II — Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1.

Title of Derivative Security (Instr. 4)

2.

Date Exercisable and Expiration Date (Month/Day/Year)

3.

Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4.

Conversion or Exercise Price of Derivative Security

5.

Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)

6.

Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exer- cisable

Expi- ration Date

Title

Amount or Number of Shares

Explanation of Responses:

/s/ Peter J. Jensen, General Counsel, Colorado MEDtech, Inc.	February 13, 2003
**Signature of Reporting Person	Date

**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Page 3