8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

_____________________

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 6, 2005

GNC Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	333-116040	72-1575170
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

300 Sixth Avenue, Pittsburgh, Pennsylvania 15222
(Address of principal executive offices) (Zip Code)

(412) 288-4600
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01  Other Events.

     On January 6, 2005, General Nutrition Centers, Inc., our wholly owned subsidiary, issued a press release announcing a proposed private offering of $150,000,000 aggregate principal amount of Senior Notes due 2011. A copy of the press release, dated January 6, 2005, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(c) Exhibits.

     99.1 Press Release of General Nutrition Centers, Inc., dated January 6, 2005.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 7, 2005

GNC CORPORATION
By:	/s/ James M. Sander
	Name:	James M. Sander
	Title:	Senior Vice President, Chief Legal Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of General Nutrition Centers, Inc., dated January 6, 2005.

EX-99.1

Exhibit 99.1

Contact:	Patrick Fitzgerald
	General Nutrition Centers, Inc.
	(412) 402-7455
	Patrick-Fitzgerald@GNC-HQ.com

General Nutrition Centers Announces

Proposed Private Offering of Senior Notes

Pittsburgh PA, January 6, 2005: General Nutrition Centers, Inc. (GNC) today announced that it intends to offer, subject to market conditions, $150,000,000 aggregate principal amount of Senior Notes due 2011. The offering will be made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons in off shore transactions in accordance with Regulation S under the Securities Act. GNC intends to use the net proceeds of the offering, together with cash on hand, to refinance in part its senior term loan facility.

The securities to be offered have not been registered under the Securities Act of 1933 or any state securities laws and unless so registered may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and applicable state securities laws.

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