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 2, 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 5.02   Departure of Directors or Principal Officers;
---------   Election of Directors; Appointment of Principal Officers.
            ---------------------------------------------------------

         On December 2, 2004, David R. Heilman, our former Executive Vice
President and Chief Financial Officer, was appointed as the Executive Vice
President and Chief Administrative Officer of GNC Corporation ("GNC") and of
our wholly owned subsidiary, General Nutrition Centers, Inc. ("Centers"). On
the same day, Curtis J. Larrimer, our former Senior Vice President of Finance
and Corporate Controller was appointed as the Senior Vice President of Finance
and Chief Financial Officer of GNC and of Centers.

         Mr. Heilman, age 51, served as Chief Financial Officer of GNC and
Centers from December 2003 to December 2004. Since October 2000, he has also
served as Executive Vice President, Chief Financial Officer and director of
General Nutrition Companies, Inc. and each of its subsidiaries. Mr. Heilman
joined General Nutrition Companies, Inc. in December 1994 and served as its
Vice President of Strategic Planning and Corporate Development from February
1995 until October 2000. During 1994, Mr. Heilman was a consultant with
Meridian Group, a private investment banking concern, and from January 1990 to
December 1993, he served as the President of First Westinghouse Capital
Corporation, a subsidiary of Westinghouse Financial Services. He also serves on
the board of directors of National Nutritional Foods Association and St. Clair
Memorial Hospital.

         Mr. Larrimer, age 49, served as Corporate Controller of GNC and
Centers from February 2004 to December 2004. Since August 2001, he has also
served as Senior Vice President of Finance and Corporate Controller of General
Nutrition Companies, Inc. From January 1995 until August 2001, Mr. Larrimer
served as Vice President and Controller of General Nutrition Companies, Inc. He
began his employment with General Nutrition, Incorporated in the Budgets and
Taxes department in 1980 and has held various positions, including Controller
of the Retail and Manufacturing/Wholesale divisions and Assistant Corporate
Controller, Vice President and Controller.

         The term of Mr. Larrimer's employment agreement expires on December
31, 2005, subject to one year extensions at the option of the company. Under
the employment agreement, Mr. Larrimer receives a base salary of $185,800 per
year, as adjusted from time to time, and is eligible to receive an annual,
discretionary bonus. Upon Mr. Larrimer's death or disability, he will be
entitled to receive his base salary for the remaining term of the employment
agreement and a pro rata bonus. A copy of Mr. Larrimer's employment agreement
is attached hereto as Exhibit 10.1. A copy of Mr. Heilman's employment
agreement was previously filed as an exhibit to Centers' registration statement
on Form S-4 and is incorporated herein by reference. Neither Mr. Heilman nor
Mr. Larrimer have entered into a new compensation agreement or arrangement with
either Centers or GNC, and any new agreement or arrangement entered into, if
any, will be filed as an amendment to this Form 8-K.

         A copy of the press release announcing Mr. Heilman's appointment as
Chief Administrative Officer, dated December 8, 2004, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. A copy of the press
release announcing Mr. Larrimer's appointment as Chief Financial Officer, dated
December 8, 2004, is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.


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

(c) Exhibits.

10.1          Employment Agreement, dated December 5, 2003, between General
              Nutrition Centers, Inc. and Curtis Larrimer.

99.1          Press Release of GNC Corporation, dated December 8, 2004

99.2          Press Release of GNC Corporation, 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
 ------       -----------

10.1          Employment Agreement, dated December 5, 2003, between General
              Nutrition Centers, Inc. and Curtis Larrimer.

99.1          Press Release of GNC Corporation, dated December 8, 2004

99.2          Press Release of GNC Corporation, dated December 8, 2004
[{"type": "8-K", "sequence": "1", "filename": "la358852.txt", "secsgml_size_bytes": 6985}]
{"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": "041191568"}, "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 2, 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 5.02   Departure of Directors or Principal Officers;
---------   Election of Directors; Appointment of Principal Officers.
            ---------------------------------------------------------

         On December 2, 2004, David R. Heilman, our former Executive Vice
President and Chief Financial Officer, was appointed as the Executive Vice
President and Chief Administrative Officer of GNC Corporation ("GNC") and of
our wholly owned subsidiary, General Nutrition Centers, Inc. ("Centers"). On
the same day, Curtis J. Larrimer, our former Senior Vice President of Finance
and Corporate Controller was appointed as the Senior Vice President of Finance
and Chief Financial Officer of GNC and of Centers.

         Mr. Heilman, age 51, served as Chief Financial Officer of GNC and
Centers from December 2003 to December 2004. Since October 2000, he has also
served as Executive Vice President, Chief Financial Officer and director of
General Nutrition Companies, Inc. and each of its subsidiaries. Mr. Heilman
joined General Nutrition Companies, Inc. in December 1994 and served as its
Vice President of Strategic Planning and Corporate Development from February
1995 until October 2000. During 1994, Mr. Heilman was a consultant with
Meridian Group, a private investment banking concern, and from January 1990 to
December 1993, he served as the President of First Westinghouse Capital
Corporation, a subsidiary of Westinghouse Financial Services. He also serves on
the board of directors of National Nutritional Foods Association and St. Clair
Memorial Hospital.

         Mr. Larrimer, age 49, served as Corporate Controller of GNC and
Centers from February 2004 to December 2004. Since August 2001, he has also
served as Senior Vice President of Finance and Corporate Controller of General
Nutrition Companies, Inc. From January 1995 until August 2001, Mr. Larrimer
served as Vice President and Controller of General Nutrition Companies, Inc. He
began his employment with General Nutrition, Incorporated in the Budgets and
Taxes department in 1980 and has held various positions, including Controller
of the Retail and Manufacturing/Wholesale divisions and Assistant Corporate
Controller, Vice President and Controller.

         The term of Mr. Larrimer's employment agreement expires on December
31, 2005, subject to one year extensions at the option of the company. Under
the employment agreement, Mr. Larrimer receives a base salary of $185,800 per
year, as adjusted from time to time, and is eligible to receive an annual,
discretionary bonus. Upon Mr. Larrimer's death or disability, he will be
entitled to receive his base salary for the remaining term of the employment
agreement and a pro rata bonus. A copy of Mr. Larrimer's employment agreement
is attached hereto as Exhibit 10.1. A copy of Mr. Heilman's employment
agreement was previously filed as an exhibit to Centers' registration statement
on Form S-4 and is incorporated herein by reference. Neither Mr. Heilman nor
Mr. Larrimer have entered into a new compensation agreement or arrangement with
either Centers or GNC, and any new agreement or arrangement entered into, if
any, will be filed as an amendment to this Form 8-K.

         A copy of the press release announcing Mr. Heilman's appointment as
Chief Administrative Officer, dated December 8, 2004, is attached hereto as
Exhibit 99.1 and is incorporated herein by reference. A copy of the press
release announcing Mr. Larrimer's appointment as Chief Financial Officer, dated
December 8, 2004, is attached hereto as Exhibit 99.2 and is incorporated herein
by reference.

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

(c) Exhibits.

10.1          Employment Agreement, dated December 5, 2003, between General
              Nutrition Centers, Inc. and Curtis Larrimer.

99.1          Press Release of GNC Corporation, dated December 8, 2004

99.2          Press Release of GNC Corporation, 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
 ------       -----------

10.1          Employment Agreement, dated December 5, 2003, between General
              Nutrition Centers, Inc. and Curtis Larrimer.

99.1          Press Release of GNC Corporation, dated December 8, 2004

99.2          Press Release of GNC Corporation, dated December 8, 2004