<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           HEALTH FITNESS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)


           Minnesota                                       41-1580506
    ------------------------                         -----------------------
     (State or Other Juris-                             (I.R.S. Employer
    diction of Incorporation                          Identification Number)
       or Organization)



                       3600 American Blvd West, Suite 560
                          Bloomington, Minnesota 55431
              (Address of Principal Executive Office and Zip Code)



                             1995 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Jerry V. Noyce
                           Health Fitness Corporation
                       3600 American Blvd West, Suite 560
                          Bloomington, Minnesota 55431
                                 (952) 831-6830
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)




                                   Copies to:
                                John A. Satorius
                            Fredrikson & Byron, P.A.
                       200 South Sixth Street, Suite 4000
                          Minneapolis, Minnesota 55402


<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                             PROPOSED
                                                  PROPOSED MAXIMUM            MAXIMUM
  TITLE OF SECURITIES        AMOUNT TO BE          OFFERING PRICE            AGGREGATE              AMOUNT OF
   TO BE REGISTERED          REGISTERED(1)          PER SHARE(2)         OFFERING PRICE(2)      REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
<S>                          <C>                  <C>                    <C>                    <C>
  Options to Purchase
Common Stock under the
1995 Stock Option Plan        Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
 the 1995 Stock Option
         Plan              1,500,000 shares            $1.615               $2,422,500               $306.93

        TOTAL:                                                                                       $306.93
====================================================================================================================
</TABLE>


(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices [the bid and asked prices] of the Registrant's Common Stock on
         June 10, 2004.


<PAGE>



     The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 1995 Stock Option Plan. The contents of the
Registrant's Registration Statement on Form S-8, Reg. No. 333-00874 is
incorporated herein by reference.


                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bloomington and State of Minnesota, on the 15th
day of June, 2004.


                                       HEALTH FITNESS CORPORATION
                                       (the "Registrant")


                                       By /s/  Jerry V. Noyce
                                          --------------------------------------
                                          Jerry V. Noyce
                                          President and Chief Executive Officer



                                       1

<PAGE>
         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

                               (Power of Attorney)

         Each of the undersigned constitutes and appoints Jerry V. Noyce and
Wesley W. Winnekins his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Health Fitness Corporation relating to the Company's
1995 Stock Option Plan and any or all amendments or post-effective amendments to
the Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

<TABLE>
<CAPTION>
         Signature                                   Title                                  Date
         ---------                                   -----                                  ----

<S>                                         <C>                                         <C>
/s/  Jerry V. Noyce                         President, Chief Executive                  June 15, 2004
---------------------------
Jerry V. Noyce                              Officer and Director (principal
                                            executive officer)

/s/  Wesley W. Winnekins                    Chief Financial Officer and                 June 15, 2004
---------------------------
Wesley W. Winnekins                         Treasurer (principal financial
                                            and accounting officer)

/s/  John C. Penn                           Chairman of the Board                       June 15, 2004
---------------------------
John C. Penn


/s/  James A. Bernards                      Director                                    June 15, 2004
---------------------------
James A. Bernards


/s/  K. James Ehlen                         Director                                    June 15, 2004
---------------------------
K. James Ehlen, M.D.


/s/  Mark W. Sheffert                       Director                                    June 15, 2004
---------------------------
Mark W. Sheffert


/s/  Linda Hall Whitman                     Director                                    June 15, 2004
---------------------------
Linda Hall Whitman


/s/  Rodney A. Young                        Director                                    June 15, 2004
---------------------------
Rodney A. Young


/s/  Cary Musech                            Director                                    June 15, 2004
---------------------------
Cary Musech


/s/  Robert J. Marzec                       Director                                    June 15, 2004
---------------------------
Robert J. Marzec
</TABLE>

                                       2
<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                           HEALTH FITNESS CORPORATION

                         Form S-8 Registration Statement



                                  EXHIBIT INDEX


Exhibit
Number                              Exhibit Description
-------           -------------------------------------------------------------
 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)
[{"type": "S-8", "sequence": "1", "filename": "c86123sv8.txt", "description": "FORM S-8", "secsgml_size_bytes": 9067}]
{"company-data": {"conformed-name": "HEALTH FITNESS CORP /MN/", "cik": "0000886432", "assigned-sic": "8090", "irs-number": "411580506", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-116489", "film-number": "04864277"}, "business-address": {"street1": "3500 W 80TH ST", "street2": "STE 130", "city": "BLOOMINGTON", "state": "MN", "zip": "55431", "phone": "6128316830"}, "mail-address": {"street2": "3500 WEST 80TH STREET", "city": "BLOOMINGTON", "state": "MN", "zip": "55431"}, "former-company": [{"former-conformed-name": "HEALTH FITNESS PHYSICAL THERAPY INC", "date-changed": "19940916"}, {"former-conformed-name": "HEALTH FITNESS CORPORATION", "date-changed": "19940916"}]}
SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                             ----------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           HEALTH FITNESS CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

           Minnesota                                       41-1580506
    ------------------------                         -----------------------
     (State or Other Juris-                             (I.R.S. Employer
    diction of Incorporation                          Identification Number)
       or Organization)

                       3600 American Blvd West, Suite 560
                          Bloomington, Minnesota 55431
              (Address of Principal Executive Office and Zip Code)

                             1995 STOCK OPTION PLAN
                            (Full Title of the Plan)

                                 Jerry V. Noyce
                           Health Fitness Corporation
                       3600 American Blvd West, Suite 560
                          Bloomington, Minnesota 55431
                                 (952) 831-6830
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:
                                John A. Satorius
                            Fredrikson & Byron, P.A.
                       200 South Sixth Street, Suite 4000
                          Minneapolis, Minnesota 55402
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                                             PROPOSED
                                                  PROPOSED MAXIMUM            MAXIMUM
  TITLE OF SECURITIES        AMOUNT TO BE          OFFERING PRICE            AGGREGATE              AMOUNT OF
   TO BE REGISTERED          REGISTERED(1)          PER SHARE(2)         OFFERING PRICE(2)      REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------
Options to Purchase
Common Stock under the
1995 Stock Option Plan        Indefinite               $ 0.00                 $ 0.00                 $ 0.00

 Common Stock issuable
   upon exercise of
 options granted under
 the 1995 Stock Option
         Plan              1,500,000 shares            $1.615               $2,422,500               $306.93

        TOTAL:                                                                                       $306.93
====================================================================================================================
(1)      In addition, pursuant to Rule 416 under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the employee benefit plan
         described herein and any additional securities which may become
         issuable pursuant to anti-dilution provisions of the plan.

(2)      Estimated pursuant to Rule 457(h) solely for the purpose of calculating
         the registration fee and based upon the average of the high and low
         prices [the bid and asked prices] of the Registrant's Common Stock on
         June 10, 2004.
The purpose of this Registration Statement is to register additional shares
for issuance under the Registrant's 1995 Stock Option Plan. The contents of the
Registrant's Registration Statement on Form S-8, Reg. No. 333-00874 is
incorporated herein by reference.

                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Bloomington and State of Minnesota, on the 15th
day of June, 2004.

                                       HEALTH FITNESS CORPORATION
                                       (the "Registrant")

                                       By /s/  Jerry V. Noyce
                                          --------------------------------------
                                          Jerry V. Noyce
                                          President and Chief Executive Officer

                                       1
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

                               (Power of Attorney)

         Each of the undersigned constitutes and appoints Jerry V. Noyce and
Wesley W. Winnekins his true and lawful attorney-in-fact and agent, each acting
alone, with full powers of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Health Fitness Corporation relating to the Company's
1995 Stock Option Plan and any or all amendments or post-effective amendments to
the Form S-8 Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, each
acting alone, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as the undersigned might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, each acting
alone, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Signature                                   Title                                  Date
         ---------                                   -----                                  ----
/s/  Jerry V. Noyce                         President, Chief Executive                  June 15, 2004
---------------------------
Jerry V. Noyce                              Officer and Director (principal
                                            executive officer)

/s/  Wesley W. Winnekins                    Chief Financial Officer and                 June 15, 2004
---------------------------
Wesley W. Winnekins                         Treasurer (principal financial
                                            and accounting officer)

/s/  John C. Penn                           Chairman of the Board                       June 15, 2004
---------------------------
John C. Penn

/s/  James A. Bernards                      Director                                    June 15, 2004
---------------------------
James A. Bernards

/s/  K. James Ehlen                         Director                                    June 15, 2004
---------------------------
K. James Ehlen, M.D.

/s/  Mark W. Sheffert                       Director                                    June 15, 2004
---------------------------
Mark W. Sheffert

/s/  Linda Hall Whitman                     Director                                    June 15, 2004
---------------------------
Linda Hall Whitman

/s/  Rodney A. Young                        Director                                    June 15, 2004
---------------------------
Rodney A. Young

/s/  Cary Musech                            Director                                    June 15, 2004
---------------------------
Cary Musech

/s/  Robert J. Marzec                       Director                                    June 15, 2004
---------------------------
Robert J. Marzec
2
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           HEALTH FITNESS CORPORATION

                         Form S-8 Registration Statement

                                  EXHIBIT INDEX

Exhibit
Number                              Exhibit Description
-------           -------------------------------------------------------------
 5                Opinion and Consent of counsel re securities under the Plan
23.1              Consent of counsel (See Exhibit 5)
23.2              Consent of independent accountants
24                Power of attorney (See Signature Page)