Item 5.02 Departure Of Directors Or Certain Officers; Election Of Directors;
Appointment Of Certain Officers; Compensatory Arrangements Of Certain Officers.
(a) On December 18, 2008, Jerry Noyce notified the Board of Directors of Health Fitness Corporation (the "Company") of his resignation from the Board, effective immediately. There were no disagreements on any matter relating to the Company's strategies, operations, policies or practices in connection with Mr. Noyce's decision to resign from the Board. Mr. Noyce did not serve on any Committees of the Board. Mr. Noyce served on the Company's Board since January 2001, as President and Chief Executive Officer of the Company from November 2000 through December 31, 2006, and as Vice Chairman of the Company from January 1, 2007 to January 31, 2008.

---

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.
Date: December 23, 2008

HEALTH FITNESS CORPORATION

By: /s/ Wesley W. Winnekins Wesley W. Winnekins Chief Financial Officer