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 *
Meacham Katherine
   2. Issuer Name and Ticker or Trading Symbol
Health Fitness Corp /MN/ [FIT] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP Acct Services-Health Mgmt
(Last)
(First)
(Middle)
2237 DELTA WAY		 3. Date of Earliest Transaction (Month/Day/Year)
03/24/2009
(Street)

KNOXVILLE, TN 37919		 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 03/24/2009   D   1,298 (1) D $ 0 36,340 (2) (3) D  

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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) $ 2.5               (4) 12/08/2009 Common Stock 20,000   20,000 D  
Employee Stock Option (Right to Buy) $ 5.62               (5) 02/04/2011 Common Stock 3,750   3,750 D  
Employee Stock Option (Right to Buy) $ 5.24               (6) 02/24/2011 Common Stock 3,750   3,750 D  
Employee Stock Option (Right to Buy) $ 5.38               (7) 01/24/2012 Common Stock 10,000   10,000 D  
Employee Stock Option (Right to Buy) $ 5.94               (8) 02/26/2013 Common Stock 7,500   7,500 D  
Employee Stock Option (Right to Buy) $ 5.22               (9) 02/26/2014 Common Stock 7,500   7,500 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Meacham Katherine
2237 DELTA WAY
KNOXVILLE, TN 37919		       VP Acct Services-Health Mgmt  

Signatures

 /s/ Katherine Meacham   03/25/2009
**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) Represents shares of restricted stock granted under the 2007 Equity Incentive Plan that will not vest based on performance objectives not achieved for the fiscal year ended December 31, 2008.
(2) Includes 2,535 shares of restricted stock granted under the 2007 Equity Incentive Plan, which shares vest in 25% increments on each of 2/26/10, 2/26/11, 2/26/12 and 2/26/13.
(3) Includes 29,719 shares of restricted stock, previously reported on 6/1/07, which shares vest in whole or in part at the time of completion of the Company's 2009 annual audit, subject to the achievement of performance objectives.
(4) Exercisable in annual increments of 5,000 shares commencing 12/8/04.
(5) Exercisable in annual increments of 937 shares commencing 2/4/06.
(6) Exercisable in annual increments of 937 shares commencing 2/24/06.
(7) Exercisable in annual increments of 2,500 shares commencing 1/24/07.
(8) Exercisable in annual increments of 1,875 shares commencing 2/26/08.
(9) Exercisable in annual increments of 1,875 shares commencing 2/26/09.

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