UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 14)
Health Fitness Corp.
(Name of Issuer)
Common
(Title of Class of Securities)
42217V102
(CUSIP Number)
July 31, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
X Rule 13d-1(b)
/_/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form
displays a currently valid OMB control number.
CUSIP No.42217V102
1.Names of Reporting Persons.
I.R.S. Identification Nos. of persons (entities only).
Perkins Capital Management, Inc.
41-1501962
2.Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) / /
3.SEC Use Only
4.Citizenship or Place of Organization
730 East Lake Street, Wayzata, Minnesota 55391-1769
Number of 5.Sole Voting Power
1,034,500
Shares Bene-
6.Shared Voting Power
ficially owned 0
by Each 7.Sole Dispositive Power
2,862,550
Reporting
8.Shared Dispositive Power
Person With: 0
9.Aggregate Amount Beneficially Owned by Each Reporting Person
2,862,550
10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11.Percent of Class Represented by Amount in Row (9)
23.0%
12. Type of Reporting Person (See Instructions)
IA
Item 1.
(a)Name of Issuer
Health Fitness Corp.
(b)Address of Issuer's Principal Executive Offices
3500 West 80th Street, Suite 130, Bloomington, Minnesota 55431
Item 2.
(a)Name of Person Filing
Perkins Capital Management, Inc.
(b)Address of Principal Business Office or, if none, Residence
730 East Lake Street, Wayzata, Minnesota 55391-1769
(c)Citizenship
Minnesota Corporation
(d)Title of Class of Securities
Common
(e)CUSIP Number
42217V102
Item 3. If this statement is filed pursuant to ss240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(a) /_/ Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o)
(b) /_/ Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c)
(c) /_/ Insurance Company as defined in section 3(a)(19)of the Act
(15 U.S.C. 78c)
(d) /_/ Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8)
(e) /X/ An investment adviser in accordance with s240.13d-1(b)(1)(ii)(E)
(f) /_/ An employee benefit plan or endowment fund in accordance with
s240.13d-1(b)(1)(ii)(F)
(g) /_/ A parent holding company or control person in accordance with
s240.13d-1(b)(ii)(G)
(h) /_/ A savings associations as defined in Section 3(b)of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
(i) /_/ A church plan that is excluded from the definition of an investment
company under section 3c(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3)
(j) /_/ Group, in accordance with s240.13d-1(b)(1)(ii)(J).
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a)Amount Beneficially Owned:
2,862,550
(b)Percent of Class:
23.0%
(c)Number of shares as to which such person has:
(i)Sole power to vote or to direct the vote:
1,034,500
(ii)Shared power to vote or to direct the vote:
0
(iii)Sole power to dispose or to direct the disposition of:
2,862,550
(iv)Shared power to dispose or to direct the disposition of:
0
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following /_/.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of,
such securities, a statement to that effect should be included in response
to this item and, if such interest relates to more than five percent of the
class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940
or the beneficiaries of employee benefit plan, pension fund or endowment
fund is not required.
Item 7. Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company
If a parent holding company has filed this schedule, pursuant to Rule
13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary.
If a parent holding company has filed this schedule pursuant to Rule 13d-1(c)
or Rule 13d-1(d), attach an exhibit stating the identification of the
relevant subsidiary.
Item 8. Identification and Classification of Members of the Group
If a group has filed this schedule pursuant to 240.13d-1(b)(1)(ii)(J),
so indicate under Item 3(j) and attach an exhibit stating the identity and
Item 3 classification of each member of the group. If a group has filed
this schedule pursuant to 240.13d-1(c) or 240.13d(d), attach an exhibit
stating the identity of each member of the group.
Item 9. Notice of Dissolution of Group
Notice of dissolution of a group may be furnished as an exhibit
stating the date of the dissolution and that all further filings with
respect to transactions in the security reported on will be filed, if
required, by members of the group, in their individual capacity.
See Item 5.
Item 10. Certification
(a) The following certification shall be included if the statement is
filed pursuant to s240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
(b) The following certification shall be included if the statement is
filed pursuant to s240.13d-1(c):
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: August 6, 2004
Signature: Richard C. Perkins, VP/Portfolio Manager
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other
than and executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of such
person shall be filed with the statement, provided, however, that power
of attorney for this purpose which is already on file with the Commission
may be incorporated by reference. The name and any title of each person
who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See s240.13d-7
for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001)