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): August 3, 2004


                           Health Fitness Corporation
             (Exact name of Registrant as Specified in its Charter)


                                    Minnesota
                 (State or Other Jurisdiction of Incorporation)



        0-25064                                                 41-1580506
(Commission File Number)                                       (IRS Employer
                                                             Identification No.)


                      3600 American Boulevard W., Suite 560
                          Minneapolis, Minnesota 55431
              (Address of Principal Executive Offices and Zip Code)


                                 (952) 831-6830
              (Registrant's telephone number, including area code)



                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)






ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial statements:  None.

         (b)      Pro forma financial information:  None.

         (c)      Exhibits:

                  Exhibit 99.1 Press release dated August 2, 2004.

ITEM 12. DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On August 2, 2004, Health Fitness Corporation issued a press release
announcing its 2004 second quarter financial results. The full text of the press
release is set forth in Exhibit 99.1 attached hereto and is incorporated in this
Report as if fully set forth herein.


The information in this Form 8-K shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information in the Current
Report shall not be incorporated by reference into any registration statement
pursuant to the Securities Act of 1933, as amended.



                                   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.


                                         HEALTH FITNESS CORPORATION


                                         By  /s/ Jerry V. Noyce
                                           -------------------------------------
Date: August 3, 2004                       Jerry V. Noyce
                                           President and Chief Executive Officer










                                  EXHIBIT INDEX

                           Health Fitness Corporation
                             Form 8-K Current Report




Exhibit Number             Description
--------------             -----------

    99.1                   Press release dated August 2, 2004