UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Health Fitness Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
42217V102
(CUSIP Number)
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).
13G
CUSIP NO. 42217V102
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wells Fargo & Company
Tax Identification No. 41-0449260
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF (5) SOLE VOTING POWER
SHARES 985,473
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 944,473
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,473
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8%
12) TYPE OF REPORTING PERSON
HC
13G
CUSIP NO. 42217V102
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wells Fargo Bank Minnesota, N.A.
Tax Identification No. 94-1347393
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3) SEC USE ONLY
4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF (5) SOLE VOTING POWER
SHARES 985,473
BENEFICIALLY (6) SHARED VOTING POWER
OWNED BY 0
EACH (7) SOLE DISPOSITIVE POWER
REPORTING 944,473
PERSON (8) SHARED DISPOSITIVE POWER
WITH 0
9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
985,473
10) CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES
11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8%
12) TYPE OF REPORTING PERSON
BK
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
DISCLAIMER: Information in this Schedule 13G is provided solely for
the purpose of complying with Sections 13(d) and 13(g) of the Act and
regulations promulgated thereunder, and is not to be construed as an
admission that Wells Fargo & Company or any of its subsidiaries is the
beneficial owner of the securities covered by this Schedule 13G for any
purpose whatsoever.
Item 1(a) Name of Issuer:
Health Fitness Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
3500 West 80th Street
Bloomington, MN 55431
Item 2(a) Name of Person Filing:
1. Wells Fargo & Company
2. Wells Fargo Bank Minnesota, N.A.
Item 2(b) Address of Principal Business Office:
1. Wells Fargo & Company
420 Montgomery Street
San Francisco, CA 94104
2. Wells Fargo Bank Minnesota, N.A.
Wells Fargo Center
Sixth Street and Marquette Avenue
Minneapolis, MN 55479
Item 2(c) Citizenship:
1. Wells Fargo & Company: Delaware
2. Wells Fargo Bank Minnesota, N.A.: United States
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
42217V102
Item 3 The person filing is a:
1. Wells Fargo & Company: Parent Holding Company in
accordance with 240.13d-1(b)(1)(ii)(G)
2. Wells Fargo Bank Minnesota, N.A.: Bank as defined in
Section 3(a)(6) of the Act
Item 4 Ownership:
See Items 5-11 of each cover page.
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 persons have ceased
to be beneficial owners of more than five percent of the
class of securities, check the following [ ].
Item 6 Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company:
See Attachment A.
Item 8 Identification and Classification of Members of the
Group:
Not applicable.
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 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: February 14, 2002
WELLS FARGO & COMPANY
By: /s/ Laurel A. Holschuh
Laurel A. Holschuh, Senior Vice President
and Secretary
ATTACHMENT A
The Schedule 13G to which this attachment is appended is filed by Wells
Fargo & Company on behalf of the following subsidiaries:
Wells Fargo Bank Minnesota, N.A. (1)
_____________________
(1) Classified as a bank in accordance with Regulation 13d-
1(b)(1)(ii)(B).