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): December 14, 2004


                                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 1.01     Entry into a Material Definitive Agreement.
---------     ------------------------------------------

         On December 14, 2004, GNC Corporation ("GNC") entered into the First
Amendment to Credit Agreement ("Amendment"), among General Nutrition Centers,
Inc. ("Centers"), the several banks and other financial institutions or
entities from time to time party to the Credit Agreement referred to below
("Lenders") and Lehman Commercial Paper Inc., as administrative agent for the
Lenders ("Administrative Agent"), to amend its Credit Agreement, dated as of
December 5, 2003, among Centers, the Lenders, the Administrative Agent and
Lehman Brothers Inc. and J.P. Morgan Securities Inc., as Arrangers.

         This Amendment modifies certain of the restrictive covenants
contained in Centers' senior credit facility. The effectiveness of this
Amendment is subject to certain conditions, including the prepayment on or
prior to January 31, 2005 of at least $185,000,000 of Centers' outstanding
term loan debt. A copy of the Amendment is attached hereto as Exhibit 10.1.

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

(c) Exhibits.

         10.1     First Amendment to Credit Agreement, dated as of December
                  14, 2004, among GNC Corporation, General Nutrition Centers,
                  Inc., the several banks and other financial institutions or
                  entities from time to time party to the Credit Agreement
                  referred to therein and Lehman Commercial Paper 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:  December 15, 2004

                                     GNC CORPORATION


                                     By:  /s/ David R. Heilman
                                          -----------------------------
                                          Name:  David R. Heilman
                                          Title: Executive Vice President,
                                                 Chief Administrative Officer



<PAGE>


                                 EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

10.1              First Amendment to Credit Agreement, dated as of December
                  14, 2004, among GNC Corporation, General Nutrition Centers,
                  Inc., the several banks and other financial institutions or
                  entities from time to time party to the Credit Agreement
                  referred to therein and Lehman Commercial Paper Inc.
[{"type": "8-K", "sequence": "1", "filename": "la381677.txt", "description": "FORM 8-K", "secsgml_size_bytes": 4600}]
{"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": "041208926"}, "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): December 14, 2004

                                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 1.01     Entry into a Material Definitive Agreement.
---------     ------------------------------------------

         On December 14, 2004, GNC Corporation ("GNC") entered into the First
Amendment to Credit Agreement ("Amendment"), among General Nutrition Centers,
Inc. ("Centers"), the several banks and other financial institutions or
entities from time to time party to the Credit Agreement referred to below
("Lenders") and Lehman Commercial Paper Inc., as administrative agent for the
Lenders ("Administrative Agent"), to amend its Credit Agreement, dated as of
December 5, 2003, among Centers, the Lenders, the Administrative Agent and
Lehman Brothers Inc. and J.P. Morgan Securities Inc., as Arrangers.

         This Amendment modifies certain of the restrictive covenants
contained in Centers' senior credit facility. The effectiveness of this
Amendment is subject to certain conditions, including the prepayment on or
prior to January 31, 2005 of at least $185,000,000 of Centers' outstanding
term loan debt. A copy of the Amendment is attached hereto as Exhibit 10.1.

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

(c) Exhibits.

         10.1     First Amendment to Credit Agreement, dated as of December
                  14, 2004, among GNC Corporation, General Nutrition Centers,
                  Inc., the several banks and other financial institutions or
                  entities from time to time party to the Credit Agreement
                  referred to therein and Lehman Commercial Paper 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:  December 15, 2004

                                     GNC CORPORATION

                                     By:  /s/ David R. Heilman
                                          -----------------------------
                                          Name:  David R. Heilman
                                          Title: Executive Vice President,
                                                 Chief Administrative Officer
EXHIBIT INDEX

Exhibit No.       Description
-----------       -----------

10.1              First Amendment to Credit Agreement, dated as of December
                  14, 2004, among GNC Corporation, General Nutrition Centers,
                  Inc., the several banks and other financial institutions or
                  entities from time to time party to the Credit Agreement
                  referred to therein and Lehman Commercial Paper Inc.