May 8, 2019

Tricia Tolivar
Chief Financial Officer
GNC Holdings, Inc.
300 Sixth Avenue
Pittsburgh, Pennsylvania 15222

       Re: GNC Holdings, Inc.
           Form 10-K for the Fiscal Year Ended December 31, 2018
           Filed March 13, 2019
           File No. 001-35113

Dear Ms. Tolivar:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

       Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to these comments, we may have additional
comments.

Form 10-K for the Fiscal Year Ended December 31, 2018

Item 7. Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Non-GAAP Measures, page 40

1.    The standard measure of free cash flow is typically defined as cash flows
from operating
      activities as presented in a statement of cash flows less capital
expenditures. We note you
      have presented an alternative measure of free cash flow. Item
10(e)(1)(ii)(A) of
      Regulation S-K prohibits the exclusion of charges or liabilities that
required, or will
      require, cash settlement from non-GAAP liquidity measures. Please explain
to us how
      your presentation complies with Item 10(e)(1)(ii)(A) of Regulation S-K.
Please refer to
      Question 102.07 and 102.09 of our Compliance and Disclosure
Interpretations: Non-
      GAAP Financial Measures. Please note that this comment also relates to
Form 8-K filed
      March 5, 2019 and April 25, 2019.
 Tricia Tolivar
FirstName LastNameTricia Tolivar
GNC Holdings, Inc.
Comapany NameGNC Holdings, Inc.
May 8, 2019
Page 2
May 8, 2019 Page 2
FirstName LastName
Notes to the Consolidated Financial Statements
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Recently Adopted Accounting Pronouncements, ASU 2016-15, page 68

2.       We note you presented third-party fees associated with refinancing as
an operating cash
         flow on the Consolidated Statement of Cash Flows in connection with
the adoption of
         ASU 2016-15. The new guidance indicates "cash payments for debt
prepayment or debt
         extinguishment costs including third-party costs, premiums paid, and
other fees paid to
         lenders that are directly related to the debt prepayment or debt
extinguishment, should be
         classified as cash outflows for financing activities." Please tell us
your basis in GAAP for
         classifying third-party fees associated with refinancing as an
operating cash flow.
Note 8. Long-Term Debt, page 83

3.       We note certain debt instruments include covenants that may restrict
the transfer of funds
         to the registrant in the form of cash dividends, loans or advances.
Please tell us your
         consideration of providing the disclosures required by Rule 4-08(e)(3)
of Regulation S-X .
Note 13. Mezzanine Equity, page 95

4.       Please tell us your consideration of providing a description of the
accounting method used
         to adjust the redemption amount of the redeemable preferred stock for
changes in the
         redemption value and disclosing (1) the redemption amount of the
preferred stock as if it
         were currently redeemable and (2) the reasons why it is not probable
that the preferred
         stock will become redeemable. Please refer to ASC 480-10-S99-24.
5.       We note you recorded an $88.9 million gain on your forward sale
contracts. As noted in
         your disclosure, the forward sale contracts were recorded at fair
value with changes in fair
         value recorded in earnings. Your balance sheet indicates the forward
contracts had an
         ending balance of $88.9 million as of December 31, 2018, suggesting
that there was no
         fair value of the forward contracts on November 7, 2018, resulting in
the $88.9
         million gain when the contracts were subsequently measured on December
31, 2018.
         Please explain to us how you determined the initial fair value of the
forward sale
         contracts, the subsequent measurement and related gain. Please refer
to ASC 480-10-30-7
         and 480-10-35-5.
 Tricia Tolivar
FirstName LastNameTricia Tolivar
GNC Holdings, Inc.
Comapany NameGNC Holdings, Inc.
May 8, 2019
Page 3
May 8, 2019 Page 3
FirstName LastName
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Scott Stringer, Staff Accountant, at 202-551-3272 if you
have questions
regarding our comments. Please contact me, Bill Thompson, Accounting Branch
Chief, at 202-
551-3344 with any other questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Consumer
Products