Ownership Submission
FORM 5
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
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
MUSECH CARY
 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)
(Last)
(First)
(Middle)

TONKA BAY EQUITY PARTNERS LLC, 301 CARLSON PARKWAY, SUITE 325		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


MINNETONKA, MN 55305		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

___ Form Filed by One Reporting Person
_X_ 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 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)

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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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: 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   J4 (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   J4 (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   J4 (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   J4 (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   J4 (2) 15,123   12/31/2004   (3) Common Stock
30,246
$ 0 15,123
I
By Bayview Capital Partners LP (1)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MUSECH CARY
TONKA BAY EQUITY PARTNERS LLC
301 CARLSON PARKWAY, SUITE 325
MINNETONKA, MN 55305		   X   X    
BAYVIEW CAPITAL PARTNERS LP
TONKA BAY EQUITY PARTNERS LLC
301 CARLSON PARKWAY, SUITE 325
MINNETONKA, MN 55305		     X    

Signatures

Cary Musech 04/20/2005
**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) 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.

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