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 8, 2004


                        GENERAL NUTRITION CENTERS, INC.
            (Exact Name of Registrant as Specified in its Charter)


            DELAWARE                  333-114502            72-1575168
  (State or other jurisdiction       (Commission         (I.R.S. Employer
        of incorporation)            File Number)       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 December 8, 2004, General Nutrition Centers, Inc. issued a press
release announcing that it will be seeking an amendment to its senior credit
facility, subject to certain conditions. A copy of the press release, dated
December 8, 2004, 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 December 8, 2004.



<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 8, 2004

                                      GENERAL NUTRITION CENTERS, INC.


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

<PAGE>

                                 EXHIBIT INDEX

 Exhibit
 Number       Description
 ------       -----------

   99.1       Press Release of General Nutrition Centers, Inc., dated
              December 8, 2004.
[{"type": "8-K", "sequence": "1", "filename": "la380737.txt", "secsgml_size_bytes": 3431}]
{"company-data": {"conformed-name": "GENERAL NUTRITION CENTERS INC", "cik": "0001286045", "assigned-sic": "5400", "irs-number": "000000000", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-114502", "film-number": "041191964"}, "business-address": {"street1": "300 SIXTH AVENUE", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "4122884600"}}
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 8, 2004

                        GENERAL NUTRITION CENTERS, INC.
            (Exact Name of Registrant as Specified in its Charter)

            DELAWARE                  333-114502            72-1575168
  (State or other jurisdiction       (Commission         (I.R.S. Employer
        of incorporation)            File Number)       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 December 8, 2004, General Nutrition Centers, Inc. issued a press
release announcing that it will be seeking an amendment to its senior credit
facility, subject to certain conditions. A copy of the press release, dated
December 8, 2004, 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 December 8, 2004.
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 8, 2004

                                      GENERAL NUTRITION CENTERS, INC.

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

 Exhibit
 Number       Description
 ------       -----------

   99.1       Press Release of General Nutrition Centers, Inc., dated
              December 8, 2004.