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): June 1, 2005


                                GNC Corporation
            (Exact Name of Registrant as Specified in its Charter)


          Delaware                   333-116040                72-1575170
(State or other jurisdiction   (Commission File Number)      (I.R.S. Employer
      of incorporation)                                     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:

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

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

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

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

<PAGE>

Item 8.01         Other Events.
---------         -------------

         On June 1, 2005, General Nutrition Centers, Inc., our wholly owned
subsidiary, announced that it had commenced an offer to exchange up to
$150,000,000 of its outstanding 8-5/8% Senior Notes due 2011 for 8 5/8% Senior
Notes due 2011 that have been registered under the Securities Act of 1933, as
amended.

         A press release announcing the exchange offer was issued on June 1,
2005, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and
which is incorporated herein by reference in its entirety.



Item 9.01         Financial Statements and Exhibits.
---------         ----------------------------------

(c) Exhibits.

         99.1     Press Release, dated June 1, 2005, issued by General Nutrition
                  Centers, Inc.

<PAGE>


                                  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: June 1, 2005

                                  GNC CORPORATION


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

<PAGE>


                                 EXHIBIT INDEX

Exhibit No.       Description

99.1              Press Release, dated June 1, 2005, issued by General Nutrition
                  Centers, Inc.
[{"type": "8-K", "sequence": "1", "filename": "lac2-398059.txt", "secsgml_size_bytes": 3524}]
{"company-data": {"conformed-name": "GNC CORP", "cik": "0001273886", "assigned-sic": "5400", "irs-number": "721575170", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-116040", "film-number": "05870120"}, "business-address": {"street1": "300 SIXTH AVENUE", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4122884600"}, "mail-address": {"street1": "300 SIXTH AVENUE", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}, "former-company": {"former-conformed-name": "GENERAL NUTRITION CENTERS HOLDING CO", "date-changed": "20031218"}}
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): June 1, 2005

                                GNC Corporation
            (Exact Name of Registrant as Specified in its Charter)

          Delaware                   333-116040                72-1575170
(State or other jurisdiction   (Commission File Number)      (I.R.S. Employer
      of incorporation)                                     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:

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

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

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

[ ] 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 June 1, 2005, General Nutrition Centers, Inc., our wholly owned
subsidiary, announced that it had commenced an offer to exchange up to
$150,000,000 of its outstanding 8-5/8% Senior Notes due 2011 for 8 5/8% Senior
Notes due 2011 that have been registered under the Securities Act of 1933, as
amended.

         A press release announcing the exchange offer was issued on June 1,
2005, a copy of which is being filed as Exhibit 99.1 to this Form 8-K and
which is incorporated herein by reference in its entirety.

Item 9.01         Financial Statements and Exhibits.
---------         ----------------------------------

(c) Exhibits.

         99.1     Press Release, dated June 1, 2005, issued by General Nutrition
                  Centers, Inc.
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: June 1, 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, dated June 1, 2005, issued by General Nutrition
                  Centers, Inc.