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

Health Fitness Corporation

(Exact name of Registrant as Specified in its Charter)

Minnesota

(State or Other Jurisdiction of Incorporation)

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

1650 W. 82nd Street, Suite 1100
Bloomington, 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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 4, 2008, Health Fitness Corporation (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2008. 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. In addition, on August 4, 2008, the Company held a conference call in which management presented the Company’s financial results for the second quarter ended June 30, 2008, and then answered questions concerning those financial results. A transcript of the conference call is set forth in Exhibit 99.2 attached hereto and is incorporated in this Report as if fully set forth herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

	(a)		Financial Statements: None.
	(b)		Pro Forma Financial Information: None.
	(c)		Shell Company Transactions: None.
	(d)		Exhibits:

Exhibit 99.1		Press Release dated August 4, 2008.
Exhibit 99.2		Conference call transcript dated August 4, 2008.

     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.

Date: August 5, 2008

EXHIBIT INDEX

Health Fitness Corporation
Form 8-K Current Report

Exhibit Number		Description
99.1		Press Release dated August 4, 2008.
99.2		Conference call transcript dated August 4, 2008.