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EXHIBIT 13

(LIFETIME FITNESS ANNUAL REPORT FRONT PAGE GRAPHIC)






2004 Annual Report


(LIFETIME FITNESS LOGO)




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(MISSION GRAPHIC)  Life Time Fitness operates distinctive, large, four-in-one
health and fitness destination centers that offer
sports and athletics, professional fitness, family
recreation, and resort and spa services 24 hours
a day, seven days a week. Programming, products
and services uniquely combine exercise, education
and nutrition  the foundation upon which we help
our members achieve their health and fitness goals.
In 2004, Life Time Fitness grew to nearly 300,000
memberships at 39 centers across eight states.
Founded in 1992, the company is headquartered
in Eden Prairie, Minnesota, and employed approx-
imately 8,400 team members at the end of 2004.
 PERFORMANCE HIGHLIGHTS (PERFORMANCE HIGHLIGHTS GRAPHS)




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(BAHRAM AKRADI PICTURE)  Dear Shareholders, From the beginning, Life Time Fitness was designed with a distinct vision  to develop a company
that consistently
delivers on customers health and fitness needs and desires. Given this, every detail always has
been considered from
the member point of view. We believe in and have executed on the premise that we must deliver to our members what we have
promised and
do so in a manner that exceeds their expectations. This has been an integral part of our success to
date and it will
remain our focus for the future. To execute our vision, we have adopted the following strategies:  1.
    Give members the experience and value they desire.Our unique format  built on the member point
of view and
designed to help them achieve a healthy and active way of life  provides us with strong
competitive differentiation
and loyalty.2.
    Offer four-in-one centers that appeal to a broad market.By delivering more than traditional
gyms and clubs,
along with a great value proposition, we appeal to a greater number of people.3.
    Follow a disciplined business model.Our standardized business model and consistent processes
enable us to
operate very cost effectively and grow efficiently. Over the past 12 years, weve proven that our vision is attainable. And, we knew if we could do
those three things well,
financial performance would follow. Our commitment to shareholders resonates the same message  deliver on our promise. We have upheld
this promise
since the inception of the company as a private enterprise and now, as a publicly held company, we
are even more
diligent in delivering upon this commitment. Last year, our work produced solid financial performance. Revenue grew 21 percent to $312 million
from $257 million in
2003. Net income increased 40 percent to $28.9 million, or $0.87 per diluted share. This compares
to 2003 net income of
$20.6 million, or $0.72 per diluted share. Looking ahead, were confident that we can continue to achieve strong results by following the key
principles of our
vision. Our distinct philosophy has attracted a seasoned senior management team and like-minded
team members, each
of whom I personally thank for embodying the spirit and performance-based culture of Life Time
Fitness. Together, weve
built a solid member-service culture and infrastructure that is well equipped to support our growth
plans for the
foreseeable future. With this foundation in place, our company is well positioned to deliver continued growth and
shareholder value, proving
that Life Time Fitness truly is designed to lead for the long term. -s- BAHRAM AKRADI Bahram Akradi
Chairman, President and Chief Executive Officer
 (SHADED BAR GRAPHIC)
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(PICTURE OF LITTLE GIRLS)  Life Time Fitness was built and continues to evolve
based on what members desire in the ultimate health
and fitness center. By delivering the comprehensive
services and amenities members want at a compelling
value, we drive satisfaction levels, membership retention
and growth. We work hard to earn our members
business each and every month  and it shows in
our company performance. Make it easy and enjoyable for members
to be healthy  in mind, body and spirit With Baby Boomers aging, obesity and chronic disease
rising at alarming rates, and health care costs escalating,
many Americans have established  or renewed  their
commitment to health and fitness. Members want to be
more active, eat healthier and feel better. But healthy
activities have to be convenient and enjoyable. Among
the top reasons people cite for not exercising are lack
of time and boredom. Life Time Fitness makes it easier for members to live an
active and healthy way of life. Our centers have evolved
into four-in-one destinations with sports and athletics,
professional fitness, family recreation, and resort and spa
services. Theres something for each member of the family
and enough variety to keep exercise fun and energizing.
 Life Time Fitness is more than a place to go for exercise.
It is a community that offers a positive focus toward life
and delivers a range of healthy activities for my entire
family. Instead of saying were going to the gym, we
always say were going to Life Time Fitness. Its about
being healthy. What better thing to teach our children? Britt Booher, Life Time Fitness Member; Gilbert, Arizona Our unique offerings extend beyond exercise to include
holistic education, nutrition, relaxation and motivational
services, products and programming. For example,
members can read in-depth articles on achieving a
healthy lifestyle in our Experience Lifemagazine, or
attend free seminars to learn even more. At most
centers, they can improve their diet with nutritional (PEOPLE ON TREADMILLS)
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(PEOPLE IN POOL AND MAN GETTING HAIRCUT PICTURES)  food and supplements at our LifeCafe or consult with
a registered dietitian. They can be pampered at our
on-site LifeSpa. And they can train for and participate in
athletic events, such as our world-class Life Time Fitness
Triathlon  another motivational opportunity to set and
achieve their fitness goals. These abundant offerings
combine to make Life Time Fitness a unique value. Our centers also are extremely convenient. The
majority are open 24 hours a day, seven days a week.
Memberships offer a wide range of services, programs
and conveniences for all ages and fitness levels 
so exercise and recreation time dont have to take
away from family time, but in fact, contribute to it.
In addition, there are no long-term contracts and
membership is month-to-month with an initial
30-day money-back guarantee. Provide a pleasant environment
where members want to be Members told us the look and feel of the center was
an important part of their fitness experience. They
want their club to be friendly, inviting, functional and
innovative. Thats why Life Time Fitness centers look
and feel more like resorts than workout gyms. Most
feature stunning architecture with grand open spaces,
limestone floors, natural wood lockers and granite
 countertops. The result? Members dont feel like they
have to be here; they want to be here  and that
means they return again and again, and recommend
Life Time Fitness to friends and family. Continually seek the member point of view Members continue to influence Life Time Fitness
offerings through surveys, focus groups and suggestion
boxes. We regularly test new ideas. If they prove
valuable, we roll them out nationally using our
systematic training and implementation processes. (MAN CLIMBING ROCK PICTURE)
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(FOUR-IN-ONE CENTERS GRAPHIC)  (SPORTS AND ATHLETICS PICTURE) (FAMILY RECREATION PICTURE)
 (PROFESSIONAL FITNESS PICTURE) (RESORT AND SPA PICTURE)
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(BUILDING LAYOUT)  By providing such a comprehensive array of services,
programs, products and innovative workout and
recreation spaces, we appeal to a much broader market
than traditional gyms or clubs. This allows us to achieve
strong market penetration quickly. Our centers also foster
an emotional connection that promotes loyalty and
generates extensive, no-cost, word-of-mouth marketing. The Life Time Fitness experience begins the minute
people walk through the door. Our centers welcome
and embrace them with luxurious surroundings and
provide a rich set of health and fitness programs and
services. For example, with a Fitness Membership at
our typical current model center, members have access
to hundreds of state-of-the-art cardiovascular and
resistance machines, large indoor and outdoor aquatics
centers with waterslides, climbing walls, free towels
and lockers, free group fitness classes, free childcare
in our large, interactive child center, free seminars,
spa and massage services, a cafe with nutritious food
and much more. All of this is available under one roof
and at a price that rivals that of a traditional gym.
 TYPICAL CURRENT MODEL CENTER:* Land
    
    10+ acresBuilding Size
    
    105,000+ square feetTeam Members
    
    270Target Membership
    
    11,500Average Investment
    
    $22.5 million
   *17 of the 39 Life Time Fitness centers are current model centers and
13 are other large format centers. (PICTURE OF BUILDING AT NIGHT)
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(DISCIPLINED BUSINESS MODEL GRAPHIC)  The Life Time Fitness business model is built upon
discipline  both in providing a consistently positive
member experience and in managing the business
behind the scenes. Optimized site selection criteria Each prospective site is analyzed against a set of
physical, demographic, psychographic and competitive
criteria chosen to optimize return on investment.
With this process, we are able to efficiently operate
one or multiple centers in a market. Detailed business plan and measured performance A formal, detailed business plan is prepared for each
new center and is approved by operating divisions and
a committee of our board of directors. Once a center
opens, performance is rigorously measured against
this plan.
 Dedicated subsidiary for standardized
design and construction Life Time Fitness has a wholly owned subsidiary
dedicated to designing and building our centers.
This in-house capability gives us substantial control
over the cost and timing of the construction process.
Internal personnel oversee the bidding and cost
management of subcontractors. And they leverage
purchasing volume to receive favorable pricing. Proven marketing and sales process Our experienced, in-house marketing agency brings
full-service capabilities to every new market and center
opening. Each well-defined stage of marketing uses
a proven, systematic series of communications, in
concert with trained sales staff at each center, to
optimize lead generation, drive new memberships, and
promote in-center activities, services and products. (LIFETIME FITNESS PHOTO)
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(OUTSIDE OF BUILDING PICTURE)  Centralized service functions to reduce cost Our internal service groups are centralized to reduce
overhead, maximize support, and maintain greater
cost and quality control. They include functions
such as Member Relations, Information Technology,
Procurement, Human Resources and Accounting.
As a result, our general and administrative expenses
have decreased as a percentage of revenue every year
for the past three years. Strong staffing emphasis to support vision The health club industry employs a large percentage of
part-time workers, who, by nature, are a transient group.
Given the likelihood of staff turnover, most companies
invest little in this group. At Life Time Fitness, however,
we recognize that our team members are critical to the
member experience. We not only apply stringent hiring
standards, but also provide comprehensive training for
all team members through our Life Time University. The
team member curriculum includes extensive exploration
of our vision and member-focused approach. Team
member commitment to the vision is evident by the
intense competition around our annual Artistry Award,
given to the center and team members that provide the
best experience for members.
 The result: A strong competitive advantage Our distinct business model gives us an advantage
over our competitors. The 12 years of in-house
expertise we have amassed in real estate, development,
design, construction and operations is difficult to
replicate. In addition, our centers require a substantial
investment. Unlike many gyms or clubs that lease
facilities, we build and own the majority of our
centers, therefore insulating the company from
continued increases in underlying lease costs. (PEOPLE ON TREADMILLS)
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(GROWTH AND PERFORMANCE GRAPHIC)  (GROWTH PLANS TABLE)
 (MAP)
    By applying and building on our
three key principles: Give members
the experience and value they desire;
Offer fourinone centers that appeal
to a broad market; and Follow a
disciplined business model  Life Time
Fitness has established a strong foundation
for continued growth. Our strategies for achieving
that growth are: New center growth:Open six new current-model
centers in 2005, and seven in 2006. Membership ramp:Grow membership in existing
and new centers to reach our targeted goals. In-center revenue growth:Increase the quantity and
usage of convenient in-center products and services,
such as personal training, LifeSpa and LifeCafe services,
and member activities like swimming lessons and
summer camps. The many advantages enjoyed by Life Time Fitness are
bolstered by several key trends, including rising health
care costs and increased awareness of fitness benefits,
 both of which are driving an increase in health club
memberships. The U.S. membership-to-population
ratio doubled over the past decade, according to the
International Health, Racquet and Sportsclub
Association. That ratio is expected to keep rising,
driven largely by aging Baby Boomers and an increase
in memberships being subsidized by insurance
companies and corporations, in support of a
healthier, more active population. With our strong foundation in place and market
dynamics in our favor, Life Time Fitness is well
positioned to lead and succeed for the foreseeable future.
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Corporate Leadership  Board of Directors Chairman of the BoardBahram Akradi
Life Time Fitness
Director since 1992 Timothy C. DeVries
Managing General Partner
Norwest Equity Partners
Director since 2002 James F. Halpin
Retired Chairman and CEO
CompUSA
Director since 2005 Guy C. Jackson
Retired Partner
Ernst & Young LLP
Director since 2004 David A. Landau
Managing Director
Apax Partners, Inc.
Director since 2000 Stephen R. Sefton
Founder
Equity Research, Inc.
Director since 1996
 Management Bahram Akradi
Chairman, President and CEO Michael J. Gerend
Executive Vice President and COO Michael R. Robinson
Executive Vice President and CFO Stephen F. Rowland, Jr.
President
FCA Construction Holdings, LLC
(Wholly Owned Construction Subsidiary) Eric J. Buss
Senior Vice President of
Corporate Development,
General Counsel and Secretary Mark L. Zaebst
Senior Vice President of
Real Estate and Development
 Investor Information Stock Exchange Listing
New York Stock Exchange: LTM Annual Meeting
The annual meeting of Life Time Fitness shareholders will be Thursday,
May 5, 2005, beginning at 9:00 a.m. at Sofitel Minneapolis, 5601 West
78th Street, Bloomington, Minnesota 55439. The Notice of Annual Meeting
and Proxy Statement are delivered to shareholders with the annual report. Life Time Fitness Investor Information
Copies of the annual report, 10-K, 10-Q, proxy and quarterly earnings are
available on the Life Time Fitness Web site at investor.lifetimefitness.com
or by calling 952-229-7427. Life Time Fitness Corporate Information
Available at lifetimefitness.com or by calling 952-947-0000. Shareholder Account Inquiries
Wells Fargo Shareowner ServicesSMacts as transfer agent and registrar
for Life Time Fitness, and maintains all shareholder records for the
Company. If you have questions regarding the Life Time Fitness shares
you own, stock transfers, address or name changes, lost stock certificates
or duplicate mailings, please contact Wells Fargo Shareowner Services
by writing or calling: Wells Fargo Bank Minnesota, N.A.
Shareowner Services
161 North Concord Exchange
South St. Paul, MN 55075 USA
Phone: 800-468-9716
fax: 651-450-4033
wellsfargo.com/shareownerservices Direct Registration of Life Time Fitness Shares
Life Time Fitness shareholders now can hold their shares in electronic, or
book-entry, form rather than certificate form through the Direct Registration
System (DRS). With DRS, Wells Fargo Shareowner Services, the
Companys
transfer agent, holds the shares electronically in an account in your name.
You can move shares between the Companys records and the broker-
dealer of your choice. DRS gives you full ownership of your shares without
the risk of holding certificates, which are subject to loss, theft or damage.
You retain full ownership of the shares and continue to receive all shareholder
communications, such as annual reports and proxy voting materials. You can
also receive your account balance via telephone. If your shares are held in
street name through a broker-dealer and you are interested in participating
in DRS, you may have your broker-dealer transfer the shares to Wells Fargo
Shareowner Services electronically through DRS. For more information on
this service, contact Wells Fargo Shareowner Services at 800-468-9716. Independent Registered Public Accounting Firm
Deloitte & Touche LLP Legal Counsel
Faegre & Benson LLP




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(LIFETIME FITNESS LOGO) 6442 City West Parkway
Eden Prairie, MN 55344
952-947-0000 phone
952-947-0077 fax
lifetimefitness.com ©2005 Life Time Fitness, Inc.
LIFE TIME FITNESS and EXPERIENCE LIFE are registered
trademarks of Life Time Fitness, Inc. All Rights Reserved.

Printed in USA.