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 *
NOYCE JERRY V
   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
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
3600 AMERICAN BLVD. WEST, SUITE 560		 3. Date of Earliest Transaction (Month/Day/Year)
01/24/2006
(Street)

MINNEAPOLIS, MN 55431		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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               29,686 (5) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Employee Stock Option (Right to Buy) $ 0.2969               (1) 11/30/2006 Common Stock 250,000   250,000 D  
Employee Stock Option (Right to Buy) $ 0.95             08/01/2001 08/01/2011 Common Stock 15,000   15,000 D  
Employee Stock Option (Right to Buy) $ 0.95             12/31/2001 08/01/2011 Common Stock 15,000   15,000 D  
Employee Stock Option (Right to Buy) $ 0.47               (2) 02/21/2008 Common Stock 82,000   82,000 D  
Employee Stock Option (Right to Buy) $ 0.39               (3) 02/21/2009 Common Stock 82,000   82,000 D  
Employee Stock Option (Right to Buy) $ 1.25             12/08/2003 12/08/2009 Common Stock 20,000   20,000 D  
Employee Stock Option (Right to Buy) $ 2.07               (4) 03/10/2014 Common Stock 80,000   80,000 D  
Employee Stock Option (Right to Buy) $ 2.62               (6) 02/24/2011 Common Stock 40,000   40,000 D  
Employee Stock Option (Right to Buy) $ 2.69 01/24/2006   A   100,000     (7) 01/24/2012 Common Stock 100,000 $ 0 100,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NOYCE JERRY V
3600 AMERICAN BLVD. WEST
SUITE 560
MINNEAPOLIS, MN 55431		   X     President and CEO  

Signatures

 /s/ Wesley W. Winnekins for Jerry V. Noyce pursuant to Power of Attorney previously filed   01/26/2006
**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) Exercisable in annual increments of 50,000 shares each, commencing 11/30/01, subject to acceleration in the event certain conditions are met.
(2) Exercisable in annual increments of 20,500 shares each, commencing 2/21/03.
(3) Exercisable in annual increments of 20,500 shares each, commencing 2/10/04.
(4) Exercisable in annual increments of 20,000 shares each, commencing 3/10/05.
(5) Includes 3,270 shares and 2,348 shares acquired through the Employee Stock Purchase Plan for phases ending 6/30/04 and 12/31/04, respectively.
(6) Exercisable in annual increments of 10,000 shares each, commencing 2/24/06.
(7) Exercisable in annual increments of 25,000 shares each, commencing 1/24/07.

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