Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
MUSECH CARY
   2. Issuer Name and Ticker or Trading Symbol
Health Fitness Corp /MN/ [HFIT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
TONKA BAY EQUITY PARTNERS LLC, 301 CARLSON PARKWAY, SUITE 325		 3. Date of Earliest Transaction (Month/Day/Year)
11/14/2005
(Street)

MINNETONKA, MN 55305		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock               20,000 I By Bayview Capital Partners LP (2)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant (Right to Buy) $ 0.5 11/14/2005   D     1,210,320 12/08/2003 12/08/2013 Common Stock 1,210,320 (1) 0 I By Bayview Capital Partner LP (2)
Director Stock Option (Right to Buy) $ 1.26             05/19/2004 05/19/2010 Common Stock 15,000   15,000 I By Bayview Capital Partners LP (2)
Director Stock Option (Right to Buy) $ 1.99             12/08/2004 12/08/2014 Common Stock 15,000   15,000 I By Bayview Capital Partners LP (2)
Series A Convertible Stock (3) 11/14/2005   D     1,108,822   (4)   (5) Common Stock 2,217,644 (1) 0 I By Bayview Capital Partners LP (2)
Warrant (Right to Buy) $ 2.7041 11/14/2005   A   31,298   11/14/2005 02/28/2011 Common Stock 31,298 $ 0 31,298 I By Bayview Capital Partners LP (2)
Warrant (Right to Buy) $ 2.475 11/14/2005   A   27,865   11/14/2005 05/31/2011 Common Stock 27,865 $ 0 27,865 I By Bayview Capital Partners LP (2)
Warrant (Right to Buy) $ 2.2428 11/14/2005   A   3,268   11/14/2005 09/12/2011 Common Stock 3,268 $ 0 3,268 I By Bayview Capital Partners LP (2)
Director Stock Option (Right to Buy) $ 2.43 12/08/2005   A   15,000   12/08/2005 12/08/2011 Common Stock 15,000 $ 0 15,000 I By Bayview Capital Partners LP

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
MUSECH CARY
TONKA BAY EQUITY PARTNERS LLC
301 CARLSON PARKWAY, SUITE 325
MINNETONKA, MN 55305		   X      
BAYVIEW CAPITAL PARTNERS LP
TONKA BAY EQUITY PARTNERS LLC
301 CARLSON PARKWAY, SUITE 325
MINNETONKA, MN 55305		   X      

Signatures

 /s/ Cary Musech, individually, and on behalf of Bayview Capital Partners LP   12/09/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The warrant and Series A Convertible Stock were cancelled in connection with the terms of the Issuer's recent Series B offering. The reporting person received an aggregate of $5,114,382 as consideration for the cancellation of the warrant and Series A Stock.
(2) Mr. Musech is the Managing Director of Bayview Capital Management LLC, the General Partner of Bayview Capital Partners LP. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
(3) The Series A Convertible Preferred Stock was issued as a dividend and has a stated dividend rate of 6% per year, computed on a simple interest basis, paid in the form of additional shares of Sereis A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock may be converted at any time into two shares of common stock.
(4) Exercisable immediately.
(5) Series A Convertible Preferred Stock does not have an expiration date.

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