UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                                 Amendment No.:

                              HEALTH FITNESS CORP.
                              --------------------
                                 Name of Issuer

                          COMMON STOCK $0.01 PAR VALUE
                         -----------------------------
                          Title of Class of Securities

                                    42217V102
                                    ---------
                                 (CUSIP Number)

                                November 14, 2005
                                ----------------
             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).



1. Name of Reporting Person and S.S. or I.R.S. Identification No of Above
   Person:

                Pequot Capital Management, Inc.
                Tax ID: 06-1524885

2. Check the Appropriate Box if a Member of a Group

                a.  [ ]
                b.  [ ]

3.  SEC Use Only

4. Citizenship or Place of Organization:

                Connecticut

Number of       5.   Sole Voting Power:
Shares                   3,752,580
Beneficially
Owned by        6.   Shared Voting Power:
Each                     0
Reporting
Person          7.   Sole Dispositive Power:
With                     3,898,440

                8. Shared Dispositive Power:
                         0

9. Aggregate Amount Beneficially Owned by Each Reporting Person:

                3,898,440

10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares:

                [ ]

11. Percent of Class Represented by Amount in Row (9):

                23.2%

12. Type of Reporting Person:

                IA, CO

Item 1(a)       Name of Issuer:

                HEALTH FITNESS CORP.

1(b)            Address of Issuer's Principal Executive Offices:

                3600 American Boulevard West
                Bloomington, Minnesota 55431

Item 2(a)-(c).  Name, Principal Business Address, and Citizenship of Persons
                Filing:

                Pequot Capital Management, Inc., 500 Nyala Farm Road,
                Westport, CT, 06880, which is a Connecticut corporation.

      (d)       Title of Class of Securities: COMMON STOCK $0.01 PAR VALUE

      (e)       CUSIP Number: 42217v102

Item 3.         This statement is filed pursuant to Rule 13d-1(b)(1)(ii)(E).

                Pequot Capital Management, Inc. is an investment adviser
                registered under Section 203 of the Investment Advisers Act
                of 1940.

Item 4.         Ownership.

                Ownership as of November 30, 2005 is incorporated herein by
                reference from items (5) - (9) and (11) of the cover page of the
                Reporting Person. The number of shares reported in items (5) -
                (9) and (11) consists of 2,998,800 shares issuable upon
                conversion of 588 shares of Series B Convertible Preferred Stock
                and 899,640 shares issuable upon the exercise of certain
                warrants held for the accounts of the Reporting Person's
                clients.

Item 5.         Ownership of Five Percent or Less of a Class.

                Not applicable.

Item 6.         Ownership of More than Five Percent on Behalf of Another Person.

                The Reporting Person is an investment adviser registered under
                Section 203 of the Investment Advisers Act of 1940 and, as such,
                has beneficial ownership of the shares which are the subject of
                this filing through the investment discretion the Reporting
                Person exercises over its clients' accounts. Although such
                accounts do not have beneficial ownership of such shares for
                purposes of Section 13 and Section 16 of the Securities Exchange
                Act of 1934, one account of the Reporting Person, Pequot Scout
                Fund, L.P. owns of record more than 5% of the Issuer's
                outstanding shares.

Item 7.         Identification and Classification of the Subsidiary
                Which Acquired the Security Being Reported by the Parent Holding
                Company.

                Not applicable.

Item 8.         Identification and Classification of Members of the Group.

                Not applicable.

Item 9.         Notice of Dissolution of the 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 acquired in
                the ordinary course of business and were not acquired for the
                purpose and do not have the effect of changing or influencing
                the control of the issuer of such securities and were not
                acquired in connection with or as a participant in any
                transaction having such 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:  December 12, 2005        PEQUOT CAPITAL MANAGEMENT, INC.


                               By: /s/ Aryeh Davis
                                -------------------------------
                                Title: Chief Operating Officer,
                                       General Counsel and
                                       Secretary