FORM 5		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0362 Estimated average burden hours per response: 1.0
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Form 3 Holdings Reported.
X	Form 4 Transactions Reported.

1. Name and Address of Reporting Person* MUSECH CARY (Last) (First) (Middle) TONKA BAY EQUITY PARTNERS LLC 301 CARLSON PARKWAY, SUITE 325 (Street) MINNETONKA MN 55305 (City) (State) (Zip)	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 X 10% Owner Officer (give title below) Other (specify below)
	3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2004
	4. If Amendment, Date of 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

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock							20,000	I	By Bayview Capital Partners LP(1)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrant (Right to Buy)	$0.5						12/08/2003	12/08/2013	Common Stock	1,210,320		1,210,320	I	By Bayview Capital Partners LP(1)
Series A Convertible Stock	$0.5						12/08/2003	(3)	Common Stock	2,000,000		1,000,000(4)	I	By Bayview Capital Partners LP(1)
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(1)
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(1)
Series A Convertible Stock	$0.5	12/31/2003		4J(2)	3,781		12/31/2003	(3)	Common Stock	7,562	$0	3,781	I	By Bayview Capital Partners LP(1)
Series A Convertible Stock	$0.5	03/31/2004		4J(2)	14,959		03/31/2004	(3)	Common Stock	29,918	$0	14,959	I	By Bayview Captial Partners LP(1)
Series A Convertible Stock	$0.5	06/30/2004		4J(2)	14,959		06/30/2004	(3)	Common Stock	29,918	$0	14,959	I	By Bayview Capital Partners LP(1)
Series A Convertible Stock	$0.5	09/30/2004		4J(2)	15,123		09/30/2004	(3)	Common Stock	30,246	$0	15,123	I	By Bayview Capital Partners LP(1)
Series A Convertible Stock	$0.5	12/31/2004		4J(2)	15,123		12/31/2004	(3)	Common Stock	30,246	$0	15,123	I	By Bayview Capital Partners LP(1)

1. Name and Address of Reporting Person* MUSECH CARY (Last) (First) (Middle) TONKA BAY EQUITY PARTNERS LLC 301 CARLSON PARKWAY, SUITE 325 (Street) MINNETONKA MN 55305 (City) (State) (Zip)

1. Name and Address of Reporting Person* BAYVIEW CAPITAL PARTNERS LP (Last) (First) (Middle) TONKA BAY EQUITY PARTNERS LLC 301 CARLSON PARKWAY, SUITE 325 (Street) MINNETONKA MN 55305 (City) (State) (Zip)

Explanation of Responses:

1. Mr. Musech is the Managing Director of Bayview Capital Management LLC, the General Partner of Bayview Capital Partners LP. The reportign 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.

2. The Series A Convertible Preferred Stock issued on December 8, 2003 to Bayview at a price of $1.00 per share has a stated dividend rate of 6% per year, computed on a simple interest basis, paid in the form of additional shares of Series A Convertible Preferred Stock. Each share of Series A Convertible Preferred Stock may be converted at any time into two shares of common stock.

3. Series A Convertible Preferred Stock does not have an expiration date.

4. The number of shares of Series A Convertible Preferred Stock has been corrected; initially reported incorrectly on reporting person's Form 3.

Remarks:

	Cary Musech	04/20/2005
	** Signature of Reporting Person	Date
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