Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): August 12, 2002

                           Health Fitness Corporation
             (Exact name of Registrant as Specified in its Charter)

                 (State or Other Jurisdiction of Incorporation)

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

                           3500 West 80th Street, #130
                          Minneapolis, 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)

Item 9.  Regulation FD Disclosure.

         On August 12, 2002, Jerry V. Noyce, Chief Executive Officer, and Wesley
W. Winnekins, Chief Financial Officer, of Health Fitness Corporation (the
"Company") each submitted correspondence to the Securities and Exchange
Commission pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002, certifying that:

         (1) The Quarterly Report on Form 10-Q for the quarter ended June 30,
2002, fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and

         (2) The information contained in such Report fairly presents, in all
material respects, the financial condition and results of operations of the

Limitation on Incorporation by Reference.

         Pursuant to general instruction B.2. of Form 8-K, the information in
this report shall not be deemed to be "filed" for the purposes of Section 18 of
the Securities Exchange Act of 1934 or otherwise subject to the liabilities of
that section.


         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.

                                       HEALTH FITNESS CORPORATION

                                       By /s/  Wesley W. Winnekins
Date:  August 12, 2002                    Wesley W. Winnekins
                                          Chief Financial Officer