Washington, D.C. 20549

                                 SCHEDULE 13G/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 3)*

                           Health Fitness Corporation
                                (Name of Issuer)

                          Common Stock, $0.01 par value
                         (Title of Class of Securities)

                                 (CUSIP Number)

                                December 31, 2007
                      (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 on 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

                          Continued on following pages
                                Page 1 of 5 Pages

                                                               Page 2 of 5 Pages

1      Names of Reporting Persons
       I.R.S. Identification Nos. of above persons (entities only)


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


                          5             Sole Voting Power
 Number of                                   2,221,780
Beneficially              6             Shared Voting Power
  Owned By                                   0
 Reporting                7             Sole Dispositive Power
  Person                                     2,255,440
                          8             Shared Dispositive Power

9      Aggregate Amount Beneficially Owned by Each Reporting Person


10     Check Box If the Aggregate Amount in Row (9) Excludes Certain
       Shares (See Instructions)

                                  [   ]

11     Percent of Class Represented By Amount in Row (9)


12     Type of Reporting Person (See Instructions)

                                  IA, CO

                                                               Page 3 of 5 Pages

Item   1(a)     Name of Issuer:  Health Fitness Corporation (the "Issuer").

       1(b)     Address of the Issuer's Principal Executive Offices:
                1650 West 82nd St., Suite 1100, Bloomington, Minnesota  55431

Item   2(a)-(c) Name, Principal Business Address, and Citizenship of
                Person Filing:
                Pequot Capital Management, Inc.
                500 Nyala Farm Road, Westport, CT, 06880
                which is a Connecticut corporation.

       2(d)     Title of Class of Securities: Common Stock, $0.01 par value

       2(e)     CUSIP Number: 42217V102

Item   3.       This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).
                Pequot  Capital  Management,   Inc.  is  an  investment  adviser
                registered  under Section 203 of the Investment  Advisers Act of

Item   4.       Ownership:

                Ownership  as of  December  31, 2007 is  incorporated  herein by
                reference from items (5) - (9) and (11) of the cover page of the
                Reporting Person.

                The  number  of  shares  reported  in  items  (5) - (9) and (11)
                consists of 1,355,800  shares of common stock and 899,640 shares
                of common stock underlying warrants held for the accounts of the
                Reporting Person's clients.

Item   5.       Ownership of Five Percent or Less of a Class:

                Not applicable.

Item   6.       Ownership of More than Five Percent on Behalf of Another Person:

                The Reporting Person is an investment  adviser  registered under
                Section 203 of the Investment Advisers Act of 1940 and, as such,
                has beneficial  ownership of the shares which are the subject of
                this filing  through the  investment  discretion  the  Reporting
                Person exercises over its clients' accounts.

                Although such accounts do not have  beneficial  ownership of the
                Shares for purposes of Section 13 and Section 16 of the Act, one
                account of the Reporting  Person,  Pequot Scout Fund, L.P., owns
                of record more than 5% of the Issuer's Common Stock.

Item   7.       Identification and Classification of the Subsidiary Which
                Acquired the Security Being Reported on by the Parent
                Holding Company:

                Not applicable.

Item   8.       Identification and Classification of Members of the Group:

                Not applicable.

                                                               Page 4 of 5 Pages

Item   9.       Notice of Dissolution of Group:

                Not applicable.

Item   10.      Certification:

     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 such
securities  and were not  acquired and are not held in  connection  with or as a
participant in any transaction having such purpose or effect.


     After  reasonable  inquiry and to the best of my knowledge and belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

Date:  February 13, 2008                 PEQUOT CAPITAL MANAGEMENT, INC.

                                          By:      /s/ Aryeh Davis
                                          Name:    Aryeh Davis
                                          Title:   Chief Operating Officer,
                                                   General Counsel and Secretary