HEALTH FITNESS CORP /MN/

Form SC 13G/A
    
    
    UNITED STATES
    
    SECURITIES AND EXCHANGE COMMISSION
    
    Washington, D.C.  20549
    
    SCHEDULE 13G
    
    Under the Securities Exchange Act of 1934
    
    (Amendment No.
    10)
    
    
    
    Health Fitness Corporation
    
    (Name of Issuer)
    
    
    Common
    
    (Title of Class of Securities)
    
    
    
    42217V-10-2
    
    (CUSIP Number)
    
    
    
    December 31, 2002
    
    (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 in 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 Notes).
    
    
    Potential persons who are to respond to the collection of
     information contained in this form are not required
     to respond unless the form displays a currently
    valid OMB control number.
    
    
    
    CUSIP No.
      42217V-10-2
    
    
    1.Names of Reporting Persons.
    I.R.S. Identification Nos. of above persons (entities only).
    Perkins Capital Management, Inc.
    41-1501962
    
    
    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
    
    730 East Lake Street, Wayzata, Minnesota  55391-1769
    
    
    Number of	5.Sole Voting Power
    		921,800
    Shares Bene-
    		6.Shared Voting Power
    ficially owned	0
    
    by Each		7.Sole Dispositive Power
    		1,333,250
    Reporting
      		8.Shared Dispositive Power
    Person With:	0
    
    
    
    
    9.Aggregate Amount Beneficially Owned by Each Reporting Person
    
    1,333,250
    
    
    10.Check if the Aggregate Amount in Row (9) Excludes Certain
     Shares (See Instructions)
    
    
    
    
    11.Percent of Class Represented by Amount in Row (9)
    
    10.8%
    
    
    12.Type of Reporting Person (See Instructions)
    
    IA
    
    Item 1.
    
    (a)Name of Issuer
    Health Fitness Corporation
    
    (b)Address of Issuer's Principal Executive Offices
    3500 West 80th Street, Bloomington, Minnesota 55431
    
    
    Item 2.
    (a)Name of Person Filing
    Perkins Capital Management, Inc.
    
    
    (b)Address of Principal Business Office or, if none, Residence
    730 East Lake Street, Wayzata, Minnesota  55391-1769
    
    (c)Citizenship
    Minnesota Corporation
    
    (d)Title of Class of Securities
    Common
    
    (e)CUSIP Number
    42217V-10-2
    
    
    Item 3.  If this statement is filed pursuant to ss240.13d-1(b)
    or 240.13d-2(b) or (c), check whether the person filing is a:
    
    (a)/_/ Broker or dealer registered under section 15 of the Act
    (15 U.S.C. 78o).
    (b)/_/ Bank as defined in section 3(s)(6) of the Act (15 U.S.C. 78c).
    (c)/_/ Insurance Company as defined in section 3(a)(19) of the Act
    (15 U.S.C. 78c).
    (d)/_/ Investment company registered under section 8 of the
    Investment Company Act of 1940 (15 U.S.C. 80a-8).
    (e)/X/ An investment adviser in accordance with s240.13d-1(b)(1)(ii)(E);
    (f)/_/ An employee benefit plan or endowment fund in accordance
     with s240.13d-1(b)(1)(ii)(F);
    (g)/_/ A parent holding company or control person in accordance
    with s240.13d-1(b)(ii)(G);
    (h)/_/ A savings associations as defined in Section 3(b) of the
    Federal Deposit Insurance Act (12 U.S.C. 1813);
    (i)/_/ A church plan that is excluded from the definition of an
    investment company under section 3(c)(14) of the Investment
    Company Act of 1940 (15 U.S.C. 80a-3);
    (j)/_/ Group, in accordance with s240.13d-1(b)(1)(ii)(J).
    
    Item 4.  Ownership
    Provide the following information regarding the aggregate
    number and percentage of the class of securities of the
    issuer identified in Item 1.
    
    (a) Amount Beneficially Owned:
    1,333,250
    
    (b) Percent of Class:
    10.8%
    
    (c) Number of shares as to which such person has:
    
    (i) Sole power to vote or to direct the vote:
    921,800
    
    (ii) Shared power to vote or to direct the vote:
    0
    
    (iii) Sole power to dispose or to direct the disposition of:
    1,333,250
    
    (iv) Shared power to dispose or to direct the disposition of:
    0
    
    Instruction:  For computations regarding securities which
    represent a right to acquire an underlying security see s240.13d(1).
    
    Item 5.	Ownership of Five Percent or Less of a Class
    	If  this statement is being filed to report the fact that
    as of the date hereof the reporting person has ceased
     to be the beneficial owner of more than five percent
     of the class of securities, check the following /_/.
    
    Instruction:  Dissolution of a group requires a response to this item.
    
    Item 6.	Ownership of More than Five Percent on Behalf of Another Person.
    	If any other person is known to have the right to receive or the power
     to direct the receipt of dividends from, or the proceeds from the sale of,
    such securities, a statement to that effect should be included in response
     to this item and, if such interest relates to more than five percent of the
     class, such person should be identified.  A listing of the shareholders
     of an investment company registered under the Investment Company
    Act of 1940 or the beneficiaries of employee benefit plan, pension fund
    or endowment fund is not required.
    
    Item 7.	Identification and Classification of the Subsidiary Which
     Acquired the Security Being Reported on By the Parent
    Holding Company
    	If a parent holding company has filed this schedule,
     pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item
     3(g) and attach an exhibit stating the identity and the
     Item 3 classification of the relevant subsidiary.  If a parent
    holding company has filed this schedule pursuant to
     Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit
    stating the identification of the relevant subsidiary.
    
    
    Item 8.	Identification and Classification of Members of the Group
    
    	If a group has filed this schedule pursuant to s240.13d-1(b)(1)(ii)(J),
     so indicate under Item 3(j) and attach an exhibit stating the identity
     and Item 3 classification of each member of the group.  If a group
     has filed this schedule pursuant to s240.13d-1(c) or s240.13d(d),
    attach an exhibit stating the identity of each member of the group.
    
    Item 9.	Notice of Dissolution of Group
    
    	Notice of dissolution of a group may be furnished as
    an exhibit stating the date of the dissolution and that all further filings
     with respect to transactions in the security reported on will be filed,
    if required, by members of the group, in their individual capacity.
    See Item 5.
    
    Item 10.	Certification
    
    (a) The following certification shall be included if the
    statement is filed pursuant to s240.13d-1(b):
    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 the securities and were not
    acquired and are not held in connection with or as a
     participant in any transaction having that purpose or effect.
    
    (b) The following certification shall be included
     if the statement is filed pursuant to s240.13d-1(c):
    By signing below I certify that, to the best of my knowledge
     and belief, the securities referred to above 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 the securities and were
     not acquired and are not held in connection with or as a
    participant in any transaction having that purpose or effect.
    
    SIGNATURE
    
    	After reasonable inquiry and to the best of my
    knowledge and belief, I certify that the information set forth
     in this statement is true, complete and correct.
    
    
    Date: January 8, 2003
    
    
    
    Signature: Richard C. Perkins, VP/Portfolio Manager
    
    
    
    	The original statement shall be signed by
     each person on whose behalf the statement is filed or his
     authorized representative.  If the statement is signed on
     behalf of a person by his authorized representative other
     than and executive officer or general partner of the filing
    person, evidence of the representative's authority to sign
     on behalf of such person shall be filed with the statement,
    provided, however, that power of attorney for this purpose
     which is already on file with the Commission may be
     incorporated by reference.  The name and any title of
    each person who signs the statement shall be typed
    or printed beneath his signature.
    
    NOTE: Schedules filed in paper format shall include
    a signed original and five copies of the schedule,
     including all exhibits.  See s240.13d-7 for other
    parties for whom copies are to be sent.
    
    	Attention:  Intentional misstatements or
    omissions of fact constitute Federal criminal violations
     (See 18 U.S.C. 1001)