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 9, 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 2.02         Results of Operations and Financial Condition.
---------         ----------------------------------------------

         General Nutrition Centers, Inc. ("Centers") today announced that,
based on currently available information, it expects the following results for
the fourth quarter of 2004:

         o     net revenues of between $285 million and $290 million;
         o     cash provided by operating activities of between $37 million
               and $40 million; and
         o     EBITDA of between $17 million and $20 million.

         Giving effect to the above estimates, we expect the following results
for the full year of 2004:

         o     net revenues of between $1,328 million and $1,333 million;
         o     cash provided by operating activities of between $98 million
               and $101 million; and
         o     EBITDA of between $134 million and $137 million.

EBITDA as used herein represents net (loss) income before interest expense,
net, income tax (benefit) expense, depreciation and amortization. EBITDA is not
a measurement of our financial performance under GAAP and should not be
considered as an alternative to net income, operating income or any other
performance measures derived in accordance with GAAP or as an alternative to
GAAP cash flow from operating activities as a measure of our profitability or
liquidity. Although EBITDA is frequently used by securities analysts, lenders
and others in their evaluation of companies, our calculation of EBITDA may not
be comparable to other similarly titled measures reported by other companies.

         The estimates set forth above were prepared by Centers' management and
are based upon a number of assumptions, estimates and business decisions that
are inherently subject to significant business and economic conditions and
competitive uncertainties and contingencies, many of which are beyond our
control. Important factors could cause Center's actual results to differ from
its expectations and those differences may be material. The estimated results
assume that same store sales trends over the last several months will continue,
that margins will remain relatively constant through year-end and that there
will be no other material adverse changes affecting our business. Centers
prepared the above estimates of operating performance for the fourth quarter of
2004 and used those amounts to estimate certain results for the full year 2004.
Centers does not intend to update or otherwise revise the estimates to reflect
future events.

         None of the estimates were prepared in a manner that complies with the
published guidelines of the American Institute of Certified Public Accountants,
any other regulatory or professional agency or body, including, but not limited
to, the SEC, or generally accepted accounting principles. Moreover, none of
PricewaterhouseCoopers LLP (Centers' independent registered public
accountants), the company's (or our parent's) principal stockholder, or any
independent expert participated in the preparation of the estimates, assumes
any responsibility for the accuracy of the estimates or is providing any
opinion or other assurance with respect to the estimates. In addition, no other
independent expert has reviewed the estimates. The estimates should not be
regarded as a representation by the company, management, PricewaterhouseCoopers
LLP, the company's (or our parent's) principal stockholder, or any of their
respective affiliates, advisors, agents or representatives. In light of the
foregoing, readers are cautioned not to place undue reliance on the estimates.

         The following table reconciles estimated EBITDA to estimated net cash
provided by operating activities for the fourth quarter of 2004 and the full
year 2004:

<TABLE>
<CAPTION>

                           Three Months Ended     Three Months Ended         Year Ended            Year Ended
                            December 31, 2004      December 31, 2004      December 31, 2004     December 31, 2004
                               (low range        (high range estimate)        (low range          (high range
                                estimate)                                     estimate)            estimate)
<S>                                <C>                     <C>                   <C>                  <C>

(in millions)
Net cash provided by
operating activities               $37.0                   $40.0                 $98.0                $101.0

Changes in assets and
liabilities                        (20.0)                  (20.0)                 60.0                  60.0

Increase (decrease)
in net deferred taxes                1.0                     1.0                 (21.0)                (21.0)

Amortization of
deferred financing fees             (1.0)                   (1.0)                 (3.0)                 (3.0)
                                   -----                   -----                ------                ------
 EBITDA                            $17.0                   $20.0                $134.0                $137.0
                                   =====                   =====                ======                ======
</TABLE>


         This current report on Form 8-K contains forward-looking statements
within the meaning of federal securities regulations. Forward-looking
statements are not guarantees of future performance and involve known and
unknown risks, uncertainties and other factors which may cause the actual
results to differ materially from those anticipated at the time the
forward-looking statements are made. These risks include significant
competition in our industry; unfavorable publicity or consumer perception of
our products; the incurrence of material products liability and products recall
costs; costs of compliance with governmental regulations; the failure of our
franchisees to conduct their operations profitably; economic, political and
other risks associated with our international operations; our failure to keep
pace with the demands of our customers for new products and services; the lack
of long-term experience with human consumption of some of our products with
innovative ingredients; and increases in the frequency and severity of
insurance claims, particularly claims for which we are self-insured.


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

(c)      Exhibits.

         None

<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 9, 2004

                                      GENERAL NUTRITION CENTERS, INC.


                                      By:  /s/ James M. Sander
                                          ---------------------------
                                          Name:  James M. Sander
                                          Title: Senior Vice President, Chief
                                                 Legal Officer and Secretary
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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 9, 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 2.02         Results of Operations and Financial Condition.
---------         ----------------------------------------------

         General Nutrition Centers, Inc. ("Centers") today announced that,
based on currently available information, it expects the following results for
the fourth quarter of 2004:

         o     net revenues of between $285 million and $290 million;
         o     cash provided by operating activities of between $37 million
               and $40 million; and
         o     EBITDA of between $17 million and $20 million.

         Giving effect to the above estimates, we expect the following results
for the full year of 2004:

         o     net revenues of between $1,328 million and $1,333 million;
         o     cash provided by operating activities of between $98 million
               and $101 million; and
         o     EBITDA of between $134 million and $137 million.

EBITDA as used herein represents net (loss) income before interest expense,
net, income tax (benefit) expense, depreciation and amortization. EBITDA is not
a measurement of our financial performance under GAAP and should not be
considered as an alternative to net income, operating income or any other
performance measures derived in accordance with GAAP or as an alternative to
GAAP cash flow from operating activities as a measure of our profitability or
liquidity. Although EBITDA is frequently used by securities analysts, lenders
and others in their evaluation of companies, our calculation of EBITDA may not
be comparable to other similarly titled measures reported by other companies.

         The estimates set forth above were prepared by Centers' management and
are based upon a number of assumptions, estimates and business decisions that
are inherently subject to significant business and economic conditions and
competitive uncertainties and contingencies, many of which are beyond our
control. Important factors could cause Center's actual results to differ from
its expectations and those differences may be material. The estimated results
assume that same store sales trends over the last several months will continue,
that margins will remain relatively constant through year-end and that there
will be no other material adverse changes affecting our business. Centers
prepared the above estimates of operating performance for the fourth quarter of
2004 and used those amounts to estimate certain results for the full year 2004.
Centers does not intend to update or otherwise revise the estimates to reflect
future events.

         None of the estimates were prepared in a manner that complies with the
published guidelines of the American Institute of Certified Public Accountants,
any other regulatory or professional agency or body, including, but not limited
to, the SEC, or generally accepted accounting principles. Moreover, none of
PricewaterhouseCoopers LLP (Centers' independent registered public
accountants), the company's (or our parent's) principal stockholder, or any
independent expert participated in the preparation of the estimates, assumes
any responsibility for the accuracy of the estimates or is providing any
opinion or other assurance with respect to the estimates. In addition, no other
independent expert has reviewed the estimates. The estimates should not be
regarded as a representation by the company, management, PricewaterhouseCoopers
LLP, the company's (or our parent's) principal stockholder, or any of their
respective affiliates, advisors, agents or representatives. In light of the
foregoing, readers are cautioned not to place undue reliance on the estimates.

         The following table reconciles estimated EBITDA to estimated net cash
provided by operating activities for the fourth quarter of 2004 and the full
year 2004:
Three Months Ended     Three Months Ended         Year Ended            Year Ended
                            December 31, 2004      December 31, 2004      December 31, 2004     December 31, 2004
                               (low range        (high range estimate)        (low range          (high range
                                estimate)                                     estimate)            estimate)
(in millions)
Net cash provided by
operating activities               $37.0                   $40.0                 $98.0                $101.0

Changes in assets and
liabilities                        (20.0)                  (20.0)                 60.0                  60.0

Increase (decrease)
in net deferred taxes                1.0                     1.0                 (21.0)                (21.0)

Amortization of
deferred financing fees             (1.0)                   (1.0)                 (3.0)                 (3.0)
                                   -----                   -----                ------                ------
 EBITDA                            $17.0                   $20.0                $134.0                $137.0
                                   =====                   =====                ======                ======
This current report on Form 8-K contains forward-looking statements
within the meaning of federal securities regulations. Forward-looking
statements are not guarantees of future performance and involve known and
unknown risks, uncertainties and other factors which may cause the actual
results to differ materially from those anticipated at the time the
forward-looking statements are made. These risks include significant
competition in our industry; unfavorable publicity or consumer perception of
our products; the incurrence of material products liability and products recall
costs; costs of compliance with governmental regulations; the failure of our
franchisees to conduct their operations profitably; economic, political and
other risks associated with our international operations; our failure to keep
pace with the demands of our customers for new products and services; the lack
of long-term experience with human consumption of some of our products with
innovative ingredients; and increases in the frequency and severity of
insurance claims, particularly claims for which we are self-insured.

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

(c)      Exhibits.

         None
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 9, 2004

                                      GENERAL NUTRITION CENTERS, INC.

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