SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                        GENERAL NUTRITION COMPANIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                               Delaware 04-3056351
           State of Incorporation (IRS Employer Identification Number)

         300 Sixth Avenue, Pittsburgh, Pennsylvania 15222 (412) 288-4600
          (Address and Telephone Number of Principal Executive Offices)

                        GENERAL NUTRITION COMPANIES, INC.
                 1998 Management and Director Stock Option Plan
                           and Stock Option Agreement
                            (Full Title of the Plan)

                            James M. Sander, Esquire
              Vice President - Law, Chief Legal Officer & Secretary
                                300 Sixth Avenue
                              Pittsburgh, PA 15222
                                 (412) 288-4619
            (Name, Address and Telephone Number of Agent for Service)

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>

                                                    CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
                                                     Proposed                        Proposed
Title of                                             Maximum                         Maximum
Each of Securities         Amount                    Offering Aggregate              Amount of
to be                      to be                     Price                           Offering Registration
Registered                 Registered (1)            Per Share                       Price                          Fee (2)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01             1,000,000                 $17.50                          $17,500,000                    $4,865
per share

(1)      Also registered hereunder are such additional number of shares of common stock, presently indeterminable, as may be
         necessary to satisfy the antidilution provisions of the Plans to which this Registration Statement relates.

(2)      The registration fee has been calculated on the basis of the offering price thereof under the foregoing stock option plan.
</TABLE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Company hereby  incorporates  by reference the documents  listed in (a)
through (c) below. In addition,  all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (prior to the filing of a Post-Effective Amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold)  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and to be a part thereof from the date of filing of such
documents.

     (a) The Company's  latest annual report filed  pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or the latest Prospectus  contained
in the  Company's  Registration  Statement on Form S-3 or filed  pursuant to the
Rule 424(b) under the Securities Act of 1933, which contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
annual report, the Prospectus,  or the effective Registration Statement referred
to in (a) above.

     (c) The description of the Company's Common Stock which is contained in the
Registration Statement filed by the Company under the Securities Exchange Act of
1934,  including  any amendment or report filed for the purpose of updating such
description.

All documents filed by the Company pursuant to Sections 13(a),  13(c), and 15(d)
of the  Exchange  Act  subsequent  to the  effective  date of this  Registration
Statement,   prior  to  the  filing  of  a  post-effective   amendment  to  this
Registration  Statement  indicating that all securities offered hereby have been
sold or deregistering all securities then remaining  unsold,  shall be deemed to
be  incorporated  by  reference  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein or in any document
incorporated or deemed to be  incorporated by reference  herein and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified  or  superseded  shall  not be  deemed  to  constitute  a part  of this
Registration Statement, except as so modified or superseded.

Item 4.  Description of Securities

         Inapplicable



Item 5.  Interests of Named Experts and Counsel

     The consolidated  financial  statements  incorporated in this  registration
statement by reference  from the  Company's  Annual  Report on Form 10-K for the
year  ended  February  6, 1999 have  been  audited  by  Deloitte  & Touche  LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference.

     With respect to the unaudited interim financial  information for the Twelve
Weeks  Ended May 1, 1999 and April 25,  1998,  which is  incorporated  herein by
reference,  Deloitte & Touche LLP have applied limited  procedures in accordance
with professional standards for a review of such information. However, as stated
in their report included in the Company's  Quarterly Report on Form 10-Q for the
quarter ended May 1, 1999 and  incorporated  by reference  herein,  they did not
audit and they do not express an opinion on that interim financial  information.
Accordingly,  the degree of reliance on their reports on such information should
be restricted in light of the limited  nature of the review  procedure  applied.
Deloitte & Touche LLP are not subject to the liability  provisions of Section 11
of the  Securities  Act of 1933  for  their  reports  on the  unaudited  interim
financial information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.

     The validity of the authorized  issuance of the Common Stock offered hereby
will be passed upon for the Company by James M. Sander, its Vice  President-Law,
Chief Legal Officer and Secretary.

Item 6.  Indemnification of Directors and Officers

     Article TENTH of the Certificate of  Incorporation  of the Company provides
as follows:

     No  director  shall  be  personally   liable  to  the  corporation  or  its
stockholders  for monetary  damages for breach of  fiduciary  duty as a director
notwithstanding any provisions of law imposing such liability; provided however,
that,  to the extent  provided  by  applicable  law,  this  provision  shall not
eliminate the liability of a director (i) for any breach of the director's  duty
of loyalty to the  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General  Corporation Law of Delaware,  or
(iv) of any  transaction  from which the director  derived an improper  personal
benefit.

     Section 145 of the General Corporation Law of the State of Delaware permits
the  indemnification  and insurance of the corporation's  directors and officers
under certain circumstances.

         Article 10 of the By-laws of the Company provides as follows:


                                   ARTICLE 10
                                 INDEMNIFICATION

     Section 10.1 Third Party  Actions.  The  Corporation  shall  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he is or was a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust  or  other  enterprise,  against  expenses  (including  attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon plea of nolo  contendere or its  equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 10.2 Derivative Actions. The Corporation shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  Corporation  to
procure  a  judgment  in its  favor by  reason  of the fact  that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to  the  best  interests  of  the   Corporation   and  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to the Corporation  unless and only to
the extent  that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application  that,  despite the adjudication of
liability,  but in view of all the  circumstances  of the case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     Section 10.3 Expenses. To the extent that a director,  officer, employee or
agent of the  Corporation  has been  successful  on the merits or  otherwise  in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

     Section 10.4  Authorization.  Any  indemnification  under Sections 10.1 and
10.2  (unless  ordered  by a  court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in Sections 10.1 and 10.2.
Such  determination  shall be made (a) by the Board of  Directors  by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (b) if such a quorum  is not  obtainable,  or,  even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

     Section 10.5 Advance Payment of Expenses.  Expenses  incurred by an officer
or director in defending a civil or criminal  action,  suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or  proceeding as authorized by the Board of Directors in the specific case upon
receipt of an  undertaking  by or on behalf of such officer or director to repay
such amount unless it shall  ultimately be determined  that he is entitled to be
indemnified  by the  Corporation as authorized in this Article 10. Such expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions, if any, as the Board of Directors deems appropriate.

     Section  10.6  Non-Exclusiveness.  The  indemnification  provided  by  this
Article  10 shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled under any by-law,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

     Section 10.7 Insurance.  The  Corporation  shall have power to purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Article 10.

     Section 10.8 Constituent Corporations.  The Corporation shall have power to
indemnify any person who is or was a director,  officer,  employee or agent of a
constituent  corporation  absorbed  in  a  consolidation  or  merger  with  this
Corporation or is or was serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust or other  enterprise,  in the same manner as  hereinabove
provided for any person who is or was a director,  officer, employee or agent of
the  Corporation,  or is or was servicing at the request of the Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise.

     Section  10.9  Additional  Indemnification.  In addition  to the  foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorneys' fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

Item 7.  Exemption from Registration Claimed

         Inapplicable

Item 8.  Exhibits

   Number   Description

     4      General  Nutrition  Companies, Inc. 1998  Management  and  Director
Stock Option Plan and Form of Stock Option Agreement.

     5      Opinion of James M.  Sander,  Esquire,  Vice  President-Law,  Chief
Legal Officer and Secretary,  as  to  legality of shares  being  registered and
consent

    15      Letter from Deloitte & Touche LLP regarding unaudited interim
financial information

    23      Consent of Deloitte & Touche LLP

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes the following:

         (a)      The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
                    of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   registration
                    statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    registration statement; and

                    (iii) To include any  material  information  with respect to
                    the plan of  distribution  not  previously  disclosed in the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement.


               (2) That, for the purpose of determining  any liability under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

               (3) To  remove  from  registration  by means of a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.


          (b) The undersigned registrant hereby undertakes that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is  incorporated by reference in the  registration  statement shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

          (c) The undersigned  registrant hereby  undertakes,  that,  insofar as
          indemnification  for  liabilities  arising under the Securities Act of
          1933 may be permitted to directors,  officers and controlling  persons
          of the registrant pursuant to the foregoing provisions,  or otherwise,
          the  registrant has been advised that in the opinion of the Securities
          and Exchange Commission such  indemnification is against public policy
          as expressed in the Act and is, therefore, unenforceable. In the event
          that a claim for indemnification  against such liabilities (other than
          the  payment  by the  registrant  of  expenses  incurred  or paid by a
          director,  officer or  controlling  person for the  registrant  in the
          successful  defense of any action,  suit or proceeding) is asserted by
          such director,  officer or controlling  person in connection  with the
          securities  being  registered,  the  registrant  will,  unless  in the
          opinion of its  counsel  the matter  has been  settled by  controlling
          precedent,  submit to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it is  against  public  policy  as
          expressed in the Act and will be governed by the final adjudication of
          such issue.



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on July 14,
1999.

                                               GENERAL NUTRITION COMPANIES, INC.

                                                          By:/s/William E. Watts
                                                                William E. Watts
                                           President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.

<TABLE>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
Signature                                            Title                                              Date

/s/Jerry D. Horn                      Chairman of the Board and Director                            July 14, 1999
Jerry D. Horn

/s/William E. Watts                   President, Chief Executive Officer and Director               July 14, 1999
William E. Watts

/s/Edwin J. Kozlowski                 Executive Vice President, Chief Financial                     July 14, 1999
Edwin J. Kozlowski                    Officer, and Treasurer (Principal Financial and
                                      Accounting Officer)

/s/Thomas R. Shepherd                 Director                                                      July 14, 1999
Thomas R. Shepherd

/s/W. Harrison Wellford               Director                                                      July 14, 1999
W. Harrison Wellford

/s/Ronald L. Rossetti                 Director                                                      July 14, 1999
Ronald L. Rossetti

/s/David Lucas                        Director                                                      July 14, 1999
David Lucas

                                      Director
Edward G. Beimfohr
</TABLE>












                                                             EXHIBIT INDEX





Number                              Description

    4             General Nutrition Companies, Inc. 1998 Management
                  and Director Stock Option Plan and Form of Stock Option
                  Agreement.

    5             Opinion of James M. Sander, Esquire, Vice President-Law,
                  Chief Legal Officer and Secretary, as to legality of shares
                  being registered and consent.

   15             Letter from Deloitte & Touche LLP Regarding Unaudited
                  Interim Financial Information

   23             Consents of Experts - included in Registration Statement
                  under heading "Independent Auditors' Consent."

























                                                                       EXHIBIT 4

                          1998 MANAGEMENT AND DIRECTOR
                                STOCK OPTION PLAN

                        GENERAL NUTRITION COMPANIES, INC.

1. Purpose of the Plan.

     This stock option plan (the  "Plan") is intended to encourage  ownership of
the stock of General Nutrition  Companies,  Inc. (the "Company") by officers and
key employees of the Company and its subsidiaries, and directors of the Company,
to induce  qualified  personnel to enter and remain in the employ of the Company
or its subsidiaries and otherwise to provide additional  incentive for optionees
to promote the success of its business.

2. Stock Subject to the Plan.

     (a) The total number of shares of the  authorized  but unissued or Treasury
     shares of the common stock, $.01 par value, of the Company ("Common Stock")
     for which  options  may be  granted  under the Plan  shall not  exceed  Two
     Million Five Hundred Thousand (2,500,000) shares,  subject to adjustment as
     provided in Section 12 hereof.

     (b) Of the total  number of shares for which  options may be granted  under
     the Plan,  1,000,000 shares are initially available for grant hereunder and
     1,500,000 will become available for grant hereunder if the market price per
     share of the  Company's  Common Stock  reaches the  following  levels on or
     prior to January 23, 2004:

         Market Price               Additional Share Becoming
          Per Share                    Available for Grant
            $41.55                          500,000
            $49.86                          500,000
            $59.83                          500,000
            TOTAL:                        1,500,000

     (c) If an option granted or assumed hereunder shall expire or terminate for
     any reason without having been  exercised in full, the  unpurchased  shares
     subject thereto shall again be available for subsequent option grants under
     the Plan.

     (d) Stock issuable upon exercise of an option granted under the Plan may be
     subject  to such  restrictions  on  transfer,  repurchase  rights  or other
     restrictions as shall be determined by the Board of Directors.

3. Administration of the Plan.

     The Plan shall be  administered by the Board of Directors or by a committee
(the  "Committee")  consisting of two or more members of the Company's  Board of
Directors,  to whom the Board  may  (except  as  provided  in  Section 5 hereof)
delegate its authority hereunder.  The decision of the Board or of the Committee
as to all  questions  of  interpretation  and  application  of the Plan shall be
final,  binding and conclusive on all persons.  The Board or the Committee shall
have the authority to adopt, amend and rescind such rules and regulations as, in
its opinion,  may be advisable in the  administration  of the Plan. The Board or
the  Committee  may correct any defect or supply any omission or  reconcile  any
inconsistency  in the Plan or in any option agreement  granted  hereunder in the
manner and to the extent it shall deem  expedient  to carry the Plan into effect
and shall be the sole and final judge of such expediency.  No Board or Committee
member shall be liable for any action or determination made in good faith.

     If any such Committee is appointed, the Board may from time to time appoint
a member or members of the Committee in  substitution  for or in addition to the
member or members then in office and may fill vacancies on the Committee however
caused. The Committee shall choose one of its members as Chairman and shall hold
meetings at such times and places as it shall deem advisable.  A majority of the
members of the Committee  shall  constitute a quorum and any action may be taken
by a majority of those present and voting at any meeting. Any action may also be
taken  without the  necessity of a meeting by a written  instrument  signed by a
majority of the Committee.

4. Type of Options.

     Options  granted  pursuant to the Plan shall be authorized by action of the
Board or the Committee and may be designated in the sole discretion of the Board
or the Committee as either  incentive stock options meeting the  requirements of
Section 422 of the Code or non-qualified  options which are not intended to meet
the  requirements  of Section 422 of the Code.  Options  designated as incentive
stock options that fail to continue to meet the  requirements  of Section 422 of
the Code shall be redesignated as non-qualified  options  automatically  without
further  action by the Board or the  Committee  on the date of such  failure  to
continue to meet the requirements of Section 422 of the Code.

5. Eligibility.

     Options  designated  as  incentive  stock  options  may be granted  only to
officers  and key  employees  of the  Company or of any  subsidiary  corporation
(herein called "subsidiary" or "subsidiaries"), as defined in Section 424 of the
Code and the Treasury  Regulations  promulgated  thereunder (the "Regulations").
Options  designated as non-qualified  options may be granted to directors of the
Company  and  officers  and  key  employees  of  the  Company  or of  any of its
subsidiaries.

     Option grants to directors  who are not otherwise  employees of the Company
or a subsidiary shall be made by the Board of Directors.

     In determining the eligibility of an individual to be granted an option, as
well as in  determining  the number of shares to be optioned to any  individual,
the Committee shall take into account the position and  responsibilities  of the
individual  being  considered,  the  nature  and  value  to the  Company  or its
subsidiaries of his or her service and  accomplishments,  his or her present and
potential  contribution to the success of the Company or its  subsidiaries,  and
such other factors as the Committee may deem relevant.

     No option  designated as an incentive  stock option shall be granted to any
optionee of the Company or any  subsidiary  if such optionee  owns,  immediately
prior to the grant of an option,  stock representing more than 10% of the voting
power or more than 10% of the value of all  classes of stock of the Company or a
parent or a  subsidiary,  unless  the  purchase  price for the stock  under such
option  shall be at least 110% of its fair market  value at the time such option
is granted and the option, by its terms, shall not be exercisable more than five
years from the date it is granted. In determining the stock ownership under this
paragraph, the provisions of Section 424(d) of the Code shall be controlling. In
determining  the fair  market  value under this  paragraph,  the  provisions  of
Section 7 hereof shall apply.  The maximum number of shares of Common Stock with
respect to which an option or options may be granted to any  optionee in any one
taxable year of the Company  shall not exceed  150,000  shares of Common  Stock,
taking into account shares which were the subject of options granted during such
taxable year and subsequently terminated or repriced.

6. Option Grants; Option Agreement.

     Of the  1,000,000  shares  initially  available  for the  grant of  options
hereunder, 500,000 shall be available for grant at exercise prices determined by
the Board or the Committee,  which prices shall not be less than the fair market
value of the  Company's  Common Stock at the time of grant.  Such options  shall
vest on a daily basis over the four years commencing on the date of grant.

     The remaining 500,000 shares initially  available for grant hereunder shall
be granted at exercise  prices  determined by the Board or the Committee,  which
prices  shall not be less than the fair  market  value of the  Company's  Common
Stock at the time of grant.  Such options shall vest at the rate of 25% per year
over the four year period  commencing  on the date of grant,  provided  that the
market price per share of the Company's  Common Stock achieves  specified levels
of appreciation  during such four year period.  Such  appreciation must equal or
exceed  20% in each  year  commencing  with the  date of  grant of each  option.
Notwithstanding  any such  appreciation,  except as set  forth in the  following
sentence,  no more than 25% of the  shares  available  for  issuance  under such
option shall vest in any one year. If in a given year the market price per share
of the Company's  Common Stock fails to achieve the specified  level, the shares
which  fail to vest in that year may vest in a  subsequent  year  within the six
year period commencing on the date of grant.

     Options with respect to the  additional  1,500,000  shares which may become
available for grant  hereunder  pursuant to Section 2(b) hereof shall be granted
at exercise  prices  equal to the price per share which was required in order to
make such shares  available for grant under such Section  2(b).  Options for the
purchase  of 50% of the  shares  which  become  available  for  amount for grant
pursuant to Section  2(b) hereof  shall vest on a daily basis over the four year
period  commencing  on the  date  of  grant.  Options  for the  purchase  of the
remaining  50% of such  shares  shall  vest at the rate of 25% per year over the
four year period  commencing  on the date of grant if the market price per share
of the  Company's  Common Stock  appreciates  at the rate of 20% or more in each
year of such four year  period.  In the event that the  required  level of stock
appreciation  is not met in a given year,  the shares which fail to vest in that
year may vest in a subsequent year if the level of stock  appreciation which was
not met is achieved in a subsequent  year within the six year period  commencing
on the date of grant.

     Notwithstanding the foregoing, if an option whose vesting is dependent upon
the  achievement of specified  levels of stock price  appreciation  has not been
fully  vested  by the  close of the six year  period  commencing  on the date of
grant,  such option shall be exercisable for a 30-day period commencing with the
close of such six year period and thereafter  shall  terminate to the extent not
exercised.

     Each option  shall be evidenced by an option  agreement  (the  "Agreement")
duly  executed on behalf of the Company and by the  optionee to whom such option
is granted,  which  Agreement  shall comply with and be subject to the terms and
conditions of the Plan.  The Agreement may contain such other terms,  provisions
and conditions which are not inconsistent  with the Plan as may be determined by
the Committee, provided that options designated as incentive stock options shall
meet all of the conditions for incentive stock options as defined in Section 422
of the Code.  No option  shall be granted  within the meaning of the Plan and no
purported  grant of any option shall be effective until the Agreement shall have
been duly  executed  on behalf of the Company  and the  optionee.  More than one
option may be granted to an individual.

7. Option Price.

     The  option  price or prices of shares of the  Company's  Common  Stock for
options designated as non-qualified  stock options shall be as determined by the
Board or the Committee,  but, except as provided in Section 6 above, in no event
less than the fair market  value of such Common  Stock at the time the option is
granted.  The option price or prices of shares of the Company's Common Stock for
incentive  stock  options shall be the fair market value of such Common Stock at
the time the option is granted as  determined  by the Board or the  Committee in
accordance with the Regulations promulgated under Section 422 of the Code.

     If such shares are then listed on any  national  securities  exchange,  the
fair market  value shall be the mean between the high and low sales  prices,  if
any, on the largest such exchange on the business day immediately  preceding the
date of the grant of the option  or, if none,  shall be  determined  by taking a
weighted average of the means between the highest and lowest sales prices on the
nearest date before and the nearest  date after the date of grant in  accordance
with Treasury  Regulations Section 25.2512-2.  If the shares are not then listed
on any such  exchange,  the fair market  value of such shares  shall be the mean
between the high and low sales  prices,  if any,  as  reported  in the  National
Association of Securities  Dealers  Automated  Quotation  System National Market
System ("NASDAQ/NMS") for the business day immediately preceding the date of the
grant of the  option,  or, if none,  shall be  determined  by taking a  weighted
average of the means  between the highest and lowest  sales on the nearest  date
before and the nearest date after the date of grant in accordance  with Treasury
Regulations  Section 25.2512-2.  If the shares are not then either listed on any
such exchange or quoted in  NASDAQ/NMS,  the fair market value shall be the mean
between the average of the "Bid" and the average of the "Ask" prices, if any, as
reported  in  the  National  Daily  Quotation   Service  for  the  business  day
immediately preceding the date of the grant of the option, or, if none, shall be
determined  by taking a weighted  average of the means  between  the highest and
lowest  sales  prices on the nearest  date before and the nearest date after the
date of grant in accordance with Treasury Regulations Section 25.2512-2.  If the
fair market value cannot be determined under the preceding three  sentences,  it
shall be determined in good faith by the Board or the Committee.

8. Manner of Payment; Manner of Exercise.

     (a)  Options  granted  under the Plan may  provide  for the  payment of the
     exercise  price by delivery of (i) cash or a check  payable to the order of
     the Company in an amount equal to the exercise price of such options,  (ii)
     shares of Common Stock of the Company  owned by the optionee  having a fair
     market value equal in amount to the exercise  price.  Delivery of shares of
     Common Stock of the Company owned by such optionee may be made only if such
     payment  does not result in a charge to earnings for  financial  accounting
     purposes as determined by the Board or the Committee. The fair market value
     of any shares of the  Company's  Common Stock which may be  delivered  upon
     exercise of an option shall be  determined by the Board or the Committee in
     accordance with Section 7 hereof.

     (b) To the extent  that the right to  purchase  shares  under an option has
     accrued and is in effect,  options may be  exercised in full at one time or
     in part from time to time, by giving written  notice,  signed by the person
     or persons  exercising  the option,  to the Company,  stating the number of
     shares with respect to which the option is being exercised,  accompanied by
     payment in full for such shares as provided in subparagraph (a) above. Upon
     such exercise,  delivery of a certificate for paid-up non-assessable shares
     shall be made at the  principal  office  of the  Company  to the  person or
     persons exercising the option at such time, during ordinary business hours,
     after five (5) but not more than  thirty (30) days from the date of receipt
     of the notice by the Company,  as shall be designated in such notice, or at
     such time,  place and manner as may be agreed  upon by the  Company and the
     person or persons exercising the option.

9. Exercise of Options.

     Each  option  granted  under the Plan shall,  subject to Section  10(b) and
Section 12 hereof,  be  exercisable at such time or times and during such period
as shall be set  forth  in the  Agreement;  provided,  however,  that no  option
granted  under the Plan  shall  have a term in excess of ten (10) years from the
date of grant.

     To the extent  that an option to  purchase  shares is not  exercised  by an
optionee when it becomes initially exercisable, it shall not expire but shall be
carried  forward and shall be  exercisable,  on a  cumulative  basis,  until the
expiration of the exercise period. No partial exercise may be made for less than
ten (10) full shares of Common Stock.

 10.  Term of Options; Exercisability.

     (a) Term.

          (1) Each  option  shall  expire  not more than ten (10) years from the
          date  of the  granting  thereof,  but  shall  be  subject  to  earlier
          termination as herein provided.

          (2) Except as otherwise provided in this Section 10, an option granted
          to any  employee  optionee who ceases to be an employee of the Company
          or one of its  subsidiaries  shall  terminate  (i) on the later of the
          last day of the third month after the date such optionee  ceases to be
          an  employee of the  Company or one of its  subsidiaries  or the third
          business  day after the Plan is  approved  by the  Stockholders  under
          Section 19 hereof or (ii) on the date on which the  option  expires by
          its terms, whichever occurs first.

          (3) If such  termination  of employment is as a result of  termination
          for cause such option will  terminate on the date the optionee  ceases
          to be an employee of the Company or one of its subsidiaries.

          (4) If such  termination  of  employment  is because the  optionee has
          become permanently disabled (within the meaning of Section 22(e)(3) of
          the Code),  such option shall terminate on the last day of the twelfth
          month from the date such optionee ceases to be an employee,  or on the
          date on which the option expires by its terms, whichever occurs first.

          (5) An option granted to a director shall terminate on the last day of
          the third month after such director ceases to serve as a director.

          (6) In the event of the death of any  optionee  (whether  employee  or
          director),  any option granted to such optionee shall terminate on the
          last day of the twelfth  month from the date of death,  or on the date
          on which the option expires by its terms, whichever occurs first.

        (b)  Exercisability.

     An option granted to a director or an employee  optionee who ceases to be a
director  or an  employee  of the  Company or one of its  subsidiaries  shall be
exercisable  only to the extent  that the right to  purchase  shares  under such
option has  accrued  and is in effect on the date such  optionee  ceases to be a
director  or an employee  of the  Company or one of its  subsidiaries,  provided
however that an option  granted to a director who does not stand for  reelection
to the Board of Directors upon the expiration of such  director's term of office
shall be exercisable as to the full amount of the shares covered by such option,
notwithstanding the provisions of such option concerning vesting.

11. Options Not Transferrable.

     The right of any  optionee  to  exercise  any option  granted to him or her
shall not be assignable or transferrable by such optionee otherwise than by will
or the  laws  of  descent  and  distribution,  and  any  such  option  shall  be
exercisable  during the lifetime of such optionee only by him or her. Any option
granted  under  the Plan  shall be null and  void and  without  effect  upon the
bankruptcy of the optionee to whom the option is granted,  or upon any attempted
assignment or transfer, except as herein provided,  including without limitation
any  purported  assignment,  whether  voluntary or by operation of law,  pledge,
hypothecation  or other  disposition,  attachment,  trustee  process  or similar
process,  whether  legal or  equitable,  upon such option.  Notwithstanding  the
foregoing,  any option  granted  under the Plan (other than an  incentive  stock
option)  may  provide  (if the  Board or the  Committee  in its sole  discretion
decides to include such a  provision),  that the  optionee  shall be entitled to
make a transfer  of all or any part of such  option to members of his  immediate
family or a trust  for the  benefit  of such  persons,  following  notice to the
Secretary of the Company and approval by the Board or the  Committee in its sole
discretion,  provided that (in the case of options granted to persons subject to
Section 16 of the  Securities  Exchange  Act of 1934 at the time of grant),  any
such provision  shall by its terms be inoperative  and no such transfer shall be
permitted except when transfers to members of the optionee's immediate family or
a trust for the benefit of such persons are permissible  under the conditions to
the availability of the exemption afforded by Regulation 16b-3 promulgated under
the Securities Exchange Act of 1934.

12. Recapitalizations, Reorganizations and the Like.

     (a) In the event that the  outstanding  shares of the  Common  Stock of the
Company are changed into or exchanged  for a different  number or kind of shares
or other  securities of the Company or of another  corporation  by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up,  combination  of  shares,  or  dividends  payable  in  capital  stock,
appropriate  adjustment  shall be made in the  number  and kind of  shares as to
which options may be granted under the Plan and as to which outstanding  options
or portions thereof then unexercised  shall be exercisable,  to the end that the
proportionate  interest  of the  optionee  shall be  maintained  as  before  the
occurrence of such event;  such adjustment in outstanding  options shall be made
without change in the total price applicable to the unexercised  portion of such
options and with a corresponding adjustment in the option price per share.

     (b) In addition,  unless otherwise determined by the Board or the Committee
in its sole  discretion,  in the case of any (i) sale or  conveyance  to another
entity of all or substantially  all of the property and assets of the Company or
(ii)  a  Change  in  Control  (as  hereinafter  defined)  of  the  Company,  the
purchaser(s)  of  the  Company's  assets  or  stock  may,  in  his,  her  or its
discretion,  deliver  to the  optionee  the same kind of  consideration  that is
delivered  to  the  stockholders  of the  Company  as a  result  of  such  sale,
conveyance  or Change in Control,  or the Board or the  Committee may cancel all
outstanding  options  in  exchange  for  consideration  in cash or in kind which
consideration in both cases shall be equal in value to the value of those shares
of stock or other  securities  the optionee  would have  received had the option
been exercised (to the extent then exercisable) and no disposition of the shares
acquired upon such  exercise been made prior to such sale,  conveyance or Change
in Control,  less the option price therefor.  Upon receipt of such consideration
by the  optionee,  his or her option shall  immediately  terminate  and be of no
further  force  and  effect.  The  value of the  stock or other  securities  the
optionee  would  have  received  if the  option  had  been  exercised  shall  be
determined  in good faith by the Board or the  Committee of the Company,  and in
the case of shares of the Common Stock of the Company,  in  accordance  with the
provisions of Section 7 hereof.  The Board or the Committee  shall also have the
power and right to accelerate the exercisability of any options, notwithstanding
any limitations in this Plan or in the Agreement upon such a sale, conveyance or
Change in  Control.  Upon such  acceleration,  any  options or  portion  thereof
originally  designated  as incentive  stock  options  that no longer  qualify as
incentive  stock  options  under  Section  422 of the Code as a  result  of such
acceleration  shall be redesigned as non-qualified  stock options.  A "Change in
Control"  shall be deemed to have  occurred  if any  person,  or any two or more
persons acting as a group,  and all affiliates of such person or persons,  shall
acquire shares of the Company's then outstanding Common Stock of the Company, in
one or more  transactions,  or series of transactions,  such that following such
transaction or  transactions,  such person or group and affiliates  beneficially
own twenty (20%) percent or more of the Company's Common Stock outstanding. Upon
the occurrence of a Change in Control, all options under the plan outstanding on
the  date on  which  the  Change  in  Control  occurs  will  immediately  become
exercisable in full.

     (c) Upon  dissolution or liquidation  of the Company,  all options  granted
under  this Plan  shall  terminate,  but each  optionee  (if at such time in the
employ of or a director  of the Company of any of its  subsidiaries)  shall have
the right, immediately prior to such dissolution or liquidation, to exercise his
or her option to the extent then exercisable.

     (d) If by reason  of a  corporate  merger,  consolidation,  acquisition  of
property or stock, separation,  reorganization, or liquidation, the Board or the
Committee  shall authorize the issuance or assumption of a stock option or stock
options in a  transaction  to which Section  424(a) of the Code  applies,  then,
notwithstanding  any other  provision of the Plan,  the  Committee  may grant an
option or options upon such terms and conditions as it may deem  appropriate for
the purpose of assumption of the old option, or substitution of a new option for
the old option,  in conformity with the provisions of such Section 424(a) of the
Code and the  Regulations  thereunder,  and any such option shall not reduce the
number of shares otherwise available for issuance under the Plan.

     (e) No fraction of a share shall be  purchasable  or  deliverable  upon the
exercise of any option, but in the event any adjustment  hereunder of the number
of shares covered by the option shall cause such number to include a fraction of
a share,  such fraction shall be adjusted to the nearest smaller whole number of
shares.

13. No Special Employment Rights.

     Nothing contained in the Plan or in any option granted under the Plan shall
confer upon any option holder any right with respect to the  continuation of his
or her  employment  by the Company (or any  subsidiary)  or interfere in any way
with the right of the Company (or any  subsidiary),  subject to the terms of any
separate  employment  agreement to the contrary,  at any time to terminate  such
employment or to increase or decrease the compensation of the option holder from
the  rate in  existence  at the  time of the  grant  of an  option.  Whether  an
authorized leave of absence, or absence in military or government service, shall
constitute  termination  of  employment  shall be determined by the Board or the
Committee at the time.

14. Withholding.

     The  Company's  obligation  to  deliver  shares  upon the  exercise  of any
non-qualified  option  granted  under the Plan  shall be  subject  to the option
holder's satisfaction of all applicable Federal, state and local income, excise,
employment and other tax withholding requirements.  The Company and employee may
agree to withhold shares of Common Stock purchased upon exercise of an option to
satisfy the above-mentioned withholding requirements.

15. Restrictions on Issue of Shares.

     (a)  Notwithstanding the provisions of Section 8, the Company may delay the
     issuance of shares  covered by the  exercise of any option and the delivery
     of a  certificate  for such shares  until one of the  following  conditions
     shall be satisfied:

          (i) The shares with  respect to which such  option has been  exercised
          are at the time of the issue of such shares effectively  registered or
          qualified under  applicable  Federal and state  securities acts now in
          force or as hereafter amended; or

          (ii)  Counsel  for the  Company  shall  have given an  opinion,  which
          opinion shall not be unreasonably  conditioned or withheld,  that such
          shares are exempt from registration and qualification under applicable
          Federal  and  state  securities  acts  now in  force  or as  hereafter
          amended.

     (b) It is intended that all  exercises of options  shall be effective,  and
     the Company shall use its best efforts to bring about  compliance  with the
     above conditions within a reasonable time, except that the Company shall be
     under no obligation to qualify shares or to cause a registration  statement
     or a post-effective  amendment to any registration statement to be prepared
     for the  purpose  of  covering  the issue of shares in respect of which any
     option may be  exercised,  except as otherwise  agreed to by the Company in
     writing.

16. Purchase for Investment; Rights of Holder on Subsequent Registration.

     Unless the shares to be issued upon exercise of an option granted under the
Plan have been  effectively  registered under the Securities Act of 1933, as now
in force or hereafter amended, the Company shall be under no obligation to issue
any shares covered by any option unless the person who exercises such option, in
whole or in part,  shall give a written  representation  and  undertaking to the
Company which is  satisfactory  in form and scope to counsel for the Company and
upon which,  in the opinion of such counsel,  the Company may  reasonably  rely,
that he or she is acquiring the shares  issued  pursuant to such exercise of the
option for his or her own  account as an  investment  and not with a view to, or
for sale in connection with, the distribution of any such shares, and that he or
she will make no transfer of the same  except in  compliance  with any rules and
regulations  in force at the time of such transfer  under the  Securities Act of
1933, or any other  applicable  law, and that if shares are issued  without such
registration,  a legend to this effect may be endorsed  upon the  securities  so
issued. In the event that the Company shall, nevertheless,  deem it necessary or
desirable  to  register  under the  Securities  Act of 1933 or other  applicable
statutes any shares with  respect to which an option shall have been  exercised,
or to qualify any such shares for exemption  from the  Securities Act of 1933 or
other applicable statutes, then the Company may take such action and may require
from each  optionee  such  information  in writing  for use in any  registration
statement,   supplementary  registration  statement,   prospectus,   preliminary
prospectus or offering circular as is reasonably  necessary for such purpose and
may require  reasonable  indemnity to the Company and its officers and directors
and controlling persons from such holder against all losses, claims, damages and
liabilities  arising from such use of the information so furnished and caused by
any untrue  statement of any material  fact therein or caused by the omission to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in the light of the circumstances  under which
they were made.

17. Loans.

     The  Company  may not make loans to  optionees  to permit  them to exercise
options.

18. Modification of Outstanding Options.

     The Board or the Committee  may authorize the amendment of any  outstanding
option with the consent of the optionee  when and subject to such  conditions as
are deemed to be in the best interest of the Company and in accordance  with the
purposes of this Plan.

19. Approval of Stockholders.

     The Plan shall be subject to approval by the vote of  stockholders  holding
at least a majority of the voting stock of the Company present,  or represented,
and entitled to vote at a duly held stockholders' meeting, or by written consent
of a majority of all the  stockholders,  within  twelve  (12)  months  after the
adoption of the Plan by the Board of  Directors  and shall take effect as of the
date of adoption by the Board upon such approval. The Board or the Committee may
grant options under the Plan prior to such  approval,  but any such option shall
become  effective  as of the  date  of  grant  only  upon  such  approval,  and,
accordingly, no such option may be exercisable prior to such approval.

20. Termination and Amendment of Plan.

     Unless sooner  terminated as herein provided,  the Plan shall terminate ten
(10) years  from the date upon  which the Plan was duly  adopted by the Board of
Directors of the Company.  The Board of Directors may at any time  terminate the
Plan or make such  modification  or  amendment  thereof  as it deems  advisable;
provided, however, that except as provided in Section 20, the Board of Directors
may not, without the approval of the stockholders of the Company obtained in the
manner  stated in Section 19,  increase  the maximum  number of shares for which
options  may be  granted  or change  the  designation  of the  class of  persons
eligible to receive options under the Plan or change the provisions of Section 6
regarding criteria for vesting of options.  The Board or the Committee may grant
options to persons  subject to Section 16(b) of the  Securities and Exchange Act
of 1934  after an  amendment  to the Plan by the  Board of  Directors  requiring
stockholder  approval  under  Section  20,  but any  such  option  shall  become
effective as of the date of grant only upon such  approval and  accordingly,  no
such  option  may be  exercisable  prior to such  approval.  Termination  or any
modification  or  amendment  of the Plan shall not,  without  the  consent of an
optionee, affect his or her rights under an option theretofore granted to him or
her.

21. Reservation of Stock.

     The Company shall at all times during the term of the Plan reserve and keep
available  such number of shares of stock as will be  sufficient  to satisfy the
requirements  of the  Plan and  shall  pay all  fees  and  expenses  necessarily
incurred by the Company in connection therewith.

22. Limitation of Rights in the Option Shares.

     An optionee  shall not be deemed for any purpose to be a stockholder of the
Company with respect to any of the options  except to the extent that the option
shall have been exercised with respect  thereto and, in addition,  a certificate
shall have been issued theretofore and delivered to the optionee.

23. Notices.

     Any  communication  or notice  required or  permitted to be given under the
Plan  shall be in  writing,  and  mailed  by  registered  or  certified  mail or
delivered  by hand,  if to the  Company,  to its  principal  place of  business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.






                                                                       EXHIBIT 5

                                                                   July 14, 1999

General Nutrition Companies, Inc.
300 Sixth Avenue
Pittsburgh, PA  15222

Gentlemen:

     I am Vice  President - Law,  Chief Legal  Officer and  Secretary of General
Nutrition Companies, Inc. (the "Company") and as such counsel I am familiar with
the corporate proceedings taken in connection with the Company's 1998 Management
and Director Stock Option Plan.

     As such  counsel,  I have  examined the  corporate  records of the Company,
including  its  Restated  Certificate  of  Incorporation,  By-Laws,  minutes  of
meetings of its Board of Directors and  Stockholders and such other documents as
I have deemed necessary as a basis for the opinion herein expressed.

     Based upon the foregoing,  and having regard for such legal  considerations
as I deem relevant, I am of the opinion that:

     1. The Company is duly  organized and validity  existing  under the laws of
     the State of Delaware.

     2. The Company has authorized the issuance of 200,000,000  shares of Common
     Stock with $.01 par value per share (the "Common Stock").

     3. The outstanding  capital stock of the Company has been duly  authorized,
     constitutes validly issued fully-paid and non-assessable  shares of capital
     stock of the  Company  and no  personal  liability  attaches  to any of the
     shares.

     4. The shares of Common  Stock  issuable  upon the exercise of options duly
     granted  pursuant to the 1998  Management  and Director  Stock Option Plan,
     when issued in accordance  with the terms thereof,  will be validly issued,
     fully-paid,  and  non-assessable  shares of capital stock of the Company to
     which no personal liability will attach.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement  on Form S-8 and to the  reference  to me in the caption
"Interest of named Experts and Counsel" in the Registration Statement.

                                                       Sincerely,

                                                       /s/ James M. Sander
                                                       James M. Sander



















                                                                      EXHIBIT 15


July 14, 1999

General Nutrition Companies, Inc.
300 Sixth Avenue
Pittsburgh, Pennsylvania  15222

Dear Sirs:

We have made a review, in accordance with standards  established by the American
Institute of Certified Public  Accountants,  of the unaudited  interim financial
information  of General  Nutrition  Companies,  Inc.  and  subsidiaries  for the
periods  ended May 1, 1999 and April 25, 1998 as  indicated  in our report dated
May 17,  1999;  because we did not perform an audit,  we expressed no opinion on
that information.

We are aware that our  report  referred  to above,  which was  included  in your
Quarterly  Report on Form 10-Q for the quarter ended May 1, 1999 is incorporated
by reference in this Registration Statement.

We also are aware that the aforementioned report,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  is not  considered  a part  of the  Registration
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Yours truly,




Deloitte & Touche LLP
Pittsburgh, Pennsylvania























                                                                      EXHIBIT 23


INDEPENDENT AUDITORS' CONSENT



We consent to the incorporation by reference in this  Registration  Statement of
General Nutrition Companies,  Inc. on Form S-8 of our report dated March 3, 1999
(April  22,  1999  as to  Note  19 to the  consolidated  financial  statements),
appearing in the Annual Report on Form 10-K of General Nutrition Companies, Inc.
for the year ended February 6, 1999 and to the reference to us under the heading
"Interests of Named Experts and Counsel" in this Registration Statement.



Deloitte & Touche LLP
Pittsburgh, Pennsylvania
July 14, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 63051}]
{"company-data": {"conformed-name": "GENERAL NUTRITION COMPANIES INC", "cik": "0000880120", "assigned-sic": "5400", "irs-number": "043056351", "state-of-incorporation": "DE", "fiscal-year-end": "0206"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83047", "film-number": "99665880"}, "business-address": {"street1": "300 SIXTH AVENUE", "city": "PITTSBURGH", "state": "PA", "zip": "15222", "phone": "412-288-46"}, "mail-address": {"street1": "921 PENN AVENUE", "city": "PITTSBURGH", "state": "PA", "zip": "15222"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                        GENERAL NUTRITION COMPANIES, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                               Delaware 04-3056351
           State of Incorporation (IRS Employer Identification Number)

         300 Sixth Avenue, Pittsburgh, Pennsylvania 15222 (412) 288-4600
          (Address and Telephone Number of Principal Executive Offices)

                        GENERAL NUTRITION COMPANIES, INC.
                 1998 Management and Director Stock Option Plan
                           and Stock Option Agreement
                            (Full Title of the Plan)

                            James M. Sander, Esquire
              Vice President - Law, Chief Legal Officer & Secretary
                                300 Sixth Avenue
                              Pittsburgh, PA 15222
                                 (412) 288-4619
            (Name, Address and Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------------------------
                                                     Proposed                        Proposed
Title of                                             Maximum                         Maximum
Each of Securities         Amount                    Offering Aggregate              Amount of
to be                      to be                     Price                           Offering Registration
Registered                 Registered (1)            Per Share                       Price                          Fee (2)
----------------------------------------------------------------------------------------------------------------------------------
Common Stock,
par value $.01             1,000,000                 $17.50                          $17,500,000                    $4,865
per share

(1)      Also registered hereunder are such additional number of shares of common stock, presently indeterminable, as may be
         necessary to satisfy the antidilution provisions of the Plans to which this Registration Statement relates.

(2)      The registration fee has been calculated on the basis of the offering price thereof under the foregoing stock option plan.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The Company hereby  incorporates  by reference the documents  listed in (a)
through (c) below. In addition,  all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934 (prior to the filing of a Post-Effective Amendment which indicates that all
securities  offered  have been sold or which  deregisters  all  securities  then
remaining  unsold)  shall be  deemed to be  incorporated  by  reference  in this
Registration  Statement and to be a part thereof from the date of filing of such
documents.

     (a) The Company's  latest annual report filed  pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 or the latest Prospectus  contained
in the  Company's  Registration  Statement on Form S-3 or filed  pursuant to the
Rule 424(b) under the Securities Act of 1933, which contains  audited  financial
statements for the Company's  latest fiscal year for which such  statements have
been filed.

     (b) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities  Exchange Act of 1934 since the end of the fiscal year covered by the
annual report, the Prospectus,  or the effective Registration Statement referred
to in (a) above.

     (c) The description of the Company's Common Stock which is contained in the
Registration Statement filed by the Company under the Securities Exchange Act of
1934,  including  any amendment or report filed for the purpose of updating such
description.

All documents filed by the Company pursuant to Sections 13(a),  13(c), and 15(d)
of the  Exchange  Act  subsequent  to the  effective  date of this  Registration
Statement,   prior  to  the  filing  of  a  post-effective   amendment  to  this
Registration  Statement  indicating that all securities offered hereby have been
sold or deregistering all securities then remaining  unsold,  shall be deemed to
be  incorporated  by  reference  herein and to be a part hereof from the date of
filing of such  documents.  Any  statement  contained  herein or in any document
incorporated or deemed to be  incorporated by reference  herein and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in any document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference  herein modifies or supersedes  such statement.  Any such statement so
modified  or  superseded  shall  not be  deemed  to  constitute  a part  of this
Registration Statement, except as so modified or superseded.

Item 4.  Description of Securities

         Inapplicable

Item 5.  Interests of Named Experts and Counsel

     The consolidated  financial  statements  incorporated in this  registration
statement by reference  from the  Company's  Annual  Report on Form 10-K for the
year  ended  February  6, 1999 have  been  audited  by  Deloitte  & Touche  LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference.

     With respect to the unaudited interim financial  information for the Twelve
Weeks  Ended May 1, 1999 and April 25,  1998,  which is  incorporated  herein by
reference,  Deloitte & Touche LLP have applied limited  procedures in accordance
with professional standards for a review of such information. However, as stated
in their report included in the Company's  Quarterly Report on Form 10-Q for the
quarter ended May 1, 1999 and  incorporated  by reference  herein,  they did not
audit and they do not express an opinion on that interim financial  information.
Accordingly,  the degree of reliance on their reports on such information should
be restricted in light of the limited  nature of the review  procedure  applied.
Deloitte & Touche LLP are not subject to the liability  provisions of Section 11
of the  Securities  Act of 1933  for  their  reports  on the  unaudited  interim
financial information because those reports are not "reports" or a "part" of the
registration statement prepared or certified by an accountant within the meaning
of sections 7 and 11 of the Act.

     The validity of the authorized  issuance of the Common Stock offered hereby
will be passed upon for the Company by James M. Sander, its Vice  President-Law,
Chief Legal Officer and Secretary.

Item 6.  Indemnification of Directors and Officers

     Article TENTH of the Certificate of  Incorporation  of the Company provides
as follows:

     No  director  shall  be  personally   liable  to  the  corporation  or  its
stockholders  for monetary  damages for breach of  fiduciary  duty as a director
notwithstanding any provisions of law imposing such liability; provided however,
that,  to the extent  provided  by  applicable  law,  this  provision  shall not
eliminate the liability of a director (i) for any breach of the director's  duty
of loyalty to the  corporation or its  stockholders,  (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the General  Corporation Law of Delaware,  or
(iv) of any  transaction  from which the director  derived an improper  personal
benefit.

     Section 145 of the General Corporation Law of the State of Delaware permits
the  indemnification  and insurance of the corporation's  directors and officers
under certain circumstances.

         Article 10 of the By-laws of the Company provides as follows:

                                   ARTICLE 10
                                 INDEMNIFICATION

     Section 10.1 Third Party  Actions.  The  Corporation  shall  indemnify  any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (other than an action by or in the
right of the  Corporation)  by reason of the fact that he is or was a  director,
officer, employee or agent of another corporation,  partnership,  joint venture,
trust  or  other  enterprise,  against  expenses  (including  attorney's  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding,  had no reasonable  cause to believe his conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon plea of nolo  contendere or its  equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  Corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 10.2 Derivative Actions. The Corporation shall indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or  completed  action or suit by or in the right of the  Corporation  to
procure  a  judgment  in its  favor by  reason  of the fact  that he is or was a
director, officer, employee or agent of the Corporation, or is or was serving at
the  request of the  Corporation  as a director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him in  connection  with the defense or  settlement of such action or suit if he
acted in good  faith  and in a manner  he  reasonably  believed  to be in or not
opposed  to  the  best  interests  of  the   Corporation   and  except  that  no
indemnification  shall be made in respect  of any  claim,  issue or matter as to
which such  person  shall have been  adjudged  to be liable  for  negligence  or
misconduct in the performance of his duty to the Corporation  unless and only to
the extent  that the Court of Chancery or the court in which such action or suit
was brought shall determine upon application  that,  despite the adjudication of
liability,  but in view of all the  circumstances  of the case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

     Section 10.3 Expenses. To the extent that a director,  officer, employee or
agent of the  Corporation  has been  successful  on the merits or  otherwise  in
defense of any action, suit or proceeding referred to in Sections 10.1 and 10.2,
or in defense of any claim,  issue or matter  therein,  he shall be  indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by
him in connection therewith.

     Section 10.4  Authorization.  Any  indemnification  under Sections 10.1 and
10.2  (unless  ordered  by a  court)  shall be made by the  Corporation  only as
authorized in the specific case upon a determination that indemnification of the
director,  officer,  employee or agent is proper in the circumstances because he
has met the applicable  standard of conduct set forth in Sections 10.1 and 10.2.
Such  determination  shall be made (a) by the Board of  Directors  by a majority
vote of a quorum  consisting  of directors  who were not parties to such action,
suit or  proceeding,  or (b) if such a quorum  is not  obtainable,  or,  even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (c) by the stockholders.

     Section 10.5 Advance Payment of Expenses.  Expenses  incurred by an officer
or director in defending a civil or criminal  action,  suit or proceeding may be
paid by the Corporation in advance of the final disposition of such action, suit
or  proceeding as authorized by the Board of Directors in the specific case upon
receipt of an  undertaking  by or on behalf of such officer or director to repay
such amount unless it shall  ultimately be determined  that he is entitled to be
indemnified  by the  Corporation as authorized in this Article 10. Such expenses
incurred  by other  employees  and  agents  may be so paid upon  such  terms and
conditions, if any, as the Board of Directors deems appropriate.

     Section  10.6  Non-Exclusiveness.  The  indemnification  provided  by  this
Article  10 shall not be deemed  exclusive  of any other  rights to which  those
seeking  indemnification  may be entitled under any by-law,  agreement,  vote of
stockholders or disinterested  directors or otherwise,  both as to action in his
official  capacity  and as to action in  another  capacity  while  holding  such
office,  and shall  continue  as to a person  who has  ceased to be a  director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

     Section 10.7 Insurance.  The  Corporation  shall have power to purchase and
maintain  insurance  on behalf of any person who is or was a director,  officer,
employee or agent of the Corporation, or is or was serving at the request of the
Corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his  status as such,  whether  or not the  Corporation  would  have the power to
indemnify him against such liability under the provisions of this Article 10.

     Section 10.8 Constituent Corporations.  The Corporation shall have power to
indemnify any person who is or was a director,  officer,  employee or agent of a
constituent  corporation  absorbed  in  a  consolidation  or  merger  with  this
Corporation or is or was serving at the request of such constituent  corporation
as a director,  officer, employee or agent of another corporation,  partnership,
joint  venture,  trust or other  enterprise,  in the same manner as  hereinabove
provided for any person who is or was a director,  officer, employee or agent of
the  Corporation,  or is or was servicing at the request of the Corporation as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise.

     Section  10.9  Additional  Indemnification.  In addition  to the  foregoing
provisions of this Article 10, the Corporation shall have the power, to the full
extent  provided by law, to indemnify any person for any act or omission of such
person against all loss, cost, damage and expense (including attorneys' fees) if
such person is determined  (in the manner  prescribed in Section 10.4 hereof) to
have acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interest of the Corporation.

Item 7.  Exemption from Registration Claimed

         Inapplicable

Item 8.  Exhibits

   Number   Description

     4      General  Nutrition  Companies, Inc. 1998  Management  and  Director
Stock Option Plan and Form of Stock Option Agreement.

     5      Opinion of James M.  Sander,  Esquire,  Vice  President-Law,  Chief
Legal Officer and Secretary,  as  to  legality of shares  being  registered and
consent

    15      Letter from Deloitte & Touche LLP regarding unaudited interim
financial information

    23      Consent of Deloitte & Touche LLP

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes the following:

         (a)      The undersigned Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which  offers or sales are
                    being made, a post-effective  amendment to this registration
                    statement:

                    (i) To include any prospectus  required by Section  10(a)(3)
                    of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                    arising  after  the  effective  date  of  the   registration
                    statement  (or  the  most  recent  post-effective  amendment
                    thereof) which, individually or in the aggregate,  represent
                    a  fundamental  change in the  information  set forth in the
                    registration statement; and

                    (iii) To include any  material  information  with respect to
                    the plan of  distribution  not  previously  disclosed in the
                    registration  statement  or  any  material  change  to  such
                    information in the registration statement.

               (2) That, for the purpose of determining  any liability under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

               (3) To  remove  from  registration  by means of a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

          (b) The undersigned registrant hereby undertakes that, for purposes of
          determining  any  liability  under the  Securities  Act of 1933,  each
          filing of the registrant's  annual report pursuant to Section 13(a) or
          Section  15(d) of the  Securities  Exchange  Act of 1934  (and,  where
          applicable,  each filing of an employee  benefit  plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is  incorporated by reference in the  registration  statement shall be
          deemed to be a new registration  statement  relating to the securities
          offered  therein,  and the  offering of such  securities  at that time
          shall be deemed to be the initial bona fide offering thereof.

          (c) The undersigned  registrant hereby  undertakes,  that,  insofar as
          indemnification  for  liabilities  arising under the Securities Act of
          1933 may be permitted to directors,  officers and controlling  persons
          of the registrant pursuant to the foregoing provisions,  or otherwise,
          the  registrant has been advised that in the opinion of the Securities
          and Exchange Commission such  indemnification is against public policy
          as expressed in the Act and is, therefore, unenforceable. In the event
          that a claim for indemnification  against such liabilities (other than
          the  payment  by the  registrant  of  expenses  incurred  or paid by a
          director,  officer or  controlling  person for the  registrant  in the
          successful  defense of any action,  suit or proceeding) is asserted by
          such director,  officer or controlling  person in connection  with the
          securities  being  registered,  the  registrant  will,  unless  in the
          opinion of its  counsel  the matter  has been  settled by  controlling
          precedent,  submit to a court of appropriate jurisdiction the question
          whether  such  indemnification  by  it is  against  public  policy  as
          expressed in the Act and will be governed by the final adjudication of
          such issue.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on July 14,
1999.

                                               GENERAL NUTRITION COMPANIES, INC.

                                                          By:/s/William E. Watts
                                                                William E. Watts
                                           President and Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
Signature                                            Title                                              Date

/s/Jerry D. Horn                      Chairman of the Board and Director                            July 14, 1999
Jerry D. Horn

/s/William E. Watts                   President, Chief Executive Officer and Director               July 14, 1999
William E. Watts

/s/Edwin J. Kozlowski                 Executive Vice President, Chief Financial                     July 14, 1999
Edwin J. Kozlowski                    Officer, and Treasurer (Principal Financial and
                                      Accounting Officer)

/s/Thomas R. Shepherd                 Director                                                      July 14, 1999
Thomas R. Shepherd

/s/W. Harrison Wellford               Director                                                      July 14, 1999
W. Harrison Wellford

/s/Ronald L. Rossetti                 Director                                                      July 14, 1999
Ronald L. Rossetti

/s/David Lucas                        Director                                                      July 14, 1999
David Lucas

                                      Director
Edward G. Beimfohr
EXHIBIT INDEX

Number                              Description

    4             General Nutrition Companies, Inc. 1998 Management
                  and Director Stock Option Plan and Form of Stock Option
                  Agreement.

    5             Opinion of James M. Sander, Esquire, Vice President-Law,
                  Chief Legal Officer and Secretary, as to legality of shares
                  being registered and consent.

   15             Letter from Deloitte & Touche LLP Regarding Unaudited
                  Interim Financial Information

   23             Consents of Experts - included in Registration Statement
                  under heading "Independent Auditors' Consent."

                                                                       EXHIBIT 4

                          1998 MANAGEMENT AND DIRECTOR
                                STOCK OPTION PLAN

                        GENERAL NUTRITION COMPANIES, INC.

1. Purpose of the Plan.

     This stock option plan (the  "Plan") is intended to encourage  ownership of
the stock of General Nutrition  Companies,  Inc. (the "Company") by officers and
key employees of the Company and its subsidiaries, and directors of the Company,
to induce  qualified  personnel to enter and remain in the employ of the Company
or its subsidiaries and otherwise to provide additional  incentive for optionees
to promote the success of its business.

2. Stock Subject to the Plan.

     (a) The total number of shares of the  authorized  but unissued or Treasury
     shares of the common stock, $.01 par value, of the Company ("Common Stock")
     for which  options  may be  granted  under the Plan  shall not  exceed  Two
     Million Five Hundred Thousand (2,500,000) shares,  subject to adjustment as
     provided in Section 12 hereof.

     (b) Of the total  number of shares for which  options may be granted  under
     the Plan,  1,000,000 shares are initially available for grant hereunder and
     1,500,000 will become available for grant hereunder if the market price per
     share of the  Company's  Common Stock  reaches the  following  levels on or
     prior to January 23, 2004:

         Market Price               Additional Share Becoming
          Per Share                    Available for Grant
            $41.55                          500,000
            $49.86                          500,000
            $59.83                          500,000
            TOTAL:                        1,500,000

     (c) If an option granted or assumed hereunder shall expire or terminate for
     any reason without having been  exercised in full, the  unpurchased  shares
     subject thereto shall again be available for subsequent option grants under
     the Plan.

     (d) Stock issuable upon exercise of an option granted under the Plan may be
     subject  to such  restrictions  on  transfer,  repurchase  rights  or other
     restrictions as shall be determined by the Board of Directors.

3. Administration of the Plan.

     The Plan shall be  administered by the Board of Directors or by a committee
(the  "Committee")  consisting of two or more members of the Company's  Board of
Directors,  to whom the Board  may  (except  as  provided  in  Section 5 hereof)
delegate its authority hereunder.  The decision of the Board or of the Committee
as to all  questions  of  interpretation  and  application  of the Plan shall be
final,  binding and conclusive on all persons.  The Board or the Committee shall
have the authority to adopt, amend and rescind such rules and regulations as, in
its opinion,  may be advisable in the  administration  of the Plan. The Board or
the  Committee  may correct any defect or supply any omission or  reconcile  any
inconsistency  in the Plan or in any option agreement  granted  hereunder in the
manner and to the extent it shall deem  expedient  to carry the Plan into effect
and shall be the sole and final judge of such expediency.  No Board or Committee
member shall be liable for any action or determination made in good faith.

     If any such Committee is appointed, the Board may from time to time appoint
a member or members of the Committee in  substitution  for or in addition to the
member or members then in office and may fill vacancies on the Committee however
caused. The Committee shall choose one of its members as Chairman and shall hold
meetings at such times and places as it shall deem advisable.  A majority of the
members of the Committee  shall  constitute a quorum and any action may be taken
by a majority of those present and voting at any meeting. Any action may also be
taken  without the  necessity of a meeting by a written  instrument  signed by a
majority of the Committee.

4. Type of Options.

     Options  granted  pursuant to the Plan shall be authorized by action of the
Board or the Committee and may be designated in the sole discretion of the Board
or the Committee as either  incentive stock options meeting the  requirements of
Section 422 of the Code or non-qualified  options which are not intended to meet
the  requirements  of Section 422 of the Code.  Options  designated as incentive
stock options that fail to continue to meet the  requirements  of Section 422 of
the Code shall be redesignated as non-qualified  options  automatically  without
further  action by the Board or the  Committee  on the date of such  failure  to
continue to meet the requirements of Section 422 of the Code.

5. Eligibility.

     Options  designated  as  incentive  stock  options  may be granted  only to
officers  and key  employees  of the  Company or of any  subsidiary  corporation
(herein called "subsidiary" or "subsidiaries"), as defined in Section 424 of the
Code and the Treasury  Regulations  promulgated  thereunder (the "Regulations").
Options  designated as non-qualified  options may be granted to directors of the
Company  and  officers  and  key  employees  of  the  Company  or of  any of its
subsidiaries.

     Option grants to directors  who are not otherwise  employees of the Company
or a subsidiary shall be made by the Board of Directors.

     In determining the eligibility of an individual to be granted an option, as
well as in  determining  the number of shares to be optioned to any  individual,
the Committee shall take into account the position and  responsibilities  of the
individual  being  considered,  the  nature  and  value  to the  Company  or its
subsidiaries of his or her service and  accomplishments,  his or her present and
potential  contribution to the success of the Company or its  subsidiaries,  and
such other factors as the Committee may deem relevant.

     No option  designated as an incentive  stock option shall be granted to any
optionee of the Company or any  subsidiary  if such optionee  owns,  immediately
prior to the grant of an option,  stock representing more than 10% of the voting
power or more than 10% of the value of all  classes of stock of the Company or a
parent or a  subsidiary,  unless  the  purchase  price for the stock  under such
option  shall be at least 110% of its fair market  value at the time such option
is granted and the option, by its terms, shall not be exercisable more than five
years from the date it is granted. In determining the stock ownership under this
paragraph, the provisions of Section 424(d) of the Code shall be controlling. In
determining  the fair  market  value under this  paragraph,  the  provisions  of
Section 7 hereof shall apply.  The maximum number of shares of Common Stock with
respect to which an option or options may be granted to any  optionee in any one
taxable year of the Company  shall not exceed  150,000  shares of Common  Stock,
taking into account shares which were the subject of options granted during such
taxable year and subsequently terminated or repriced.

6. Option Grants; Option Agreement.

     Of the  1,000,000  shares  initially  available  for the  grant of  options
hereunder, 500,000 shall be available for grant at exercise prices determined by
the Board or the Committee,  which prices shall not be less than the fair market
value of the  Company's  Common Stock at the time of grant.  Such options  shall
vest on a daily basis over the four years commencing on the date of grant.

     The remaining 500,000 shares initially  available for grant hereunder shall
be granted at exercise  prices  determined by the Board or the Committee,  which
prices  shall not be less than the fair  market  value of the  Company's  Common
Stock at the time of grant.  Such options shall vest at the rate of 25% per year
over the four year period  commencing  on the date of grant,  provided  that the
market price per share of the Company's  Common Stock achieves  specified levels
of appreciation  during such four year period.  Such  appreciation must equal or
exceed  20% in each  year  commencing  with the  date of  grant of each  option.
Notwithstanding  any such  appreciation,  except as set  forth in the  following
sentence,  no more than 25% of the  shares  available  for  issuance  under such
option shall vest in any one year. If in a given year the market price per share
of the Company's  Common Stock fails to achieve the specified  level, the shares
which  fail to vest in that year may vest in a  subsequent  year  within the six
year period commencing on the date of grant.

     Options with respect to the  additional  1,500,000  shares which may become
available for grant  hereunder  pursuant to Section 2(b) hereof shall be granted
at exercise  prices  equal to the price per share which was required in order to
make such shares  available for grant under such Section  2(b).  Options for the
purchase  of 50% of the  shares  which  become  available  for  amount for grant
pursuant to Section  2(b) hereof  shall vest on a daily basis over the four year
period  commencing  on the  date  of  grant.  Options  for the  purchase  of the
remaining  50% of such  shares  shall  vest at the rate of 25% per year over the
four year period  commencing  on the date of grant if the market price per share
of the  Company's  Common Stock  appreciates  at the rate of 20% or more in each
year of such four year  period.  In the event that the  required  level of stock
appreciation  is not met in a given year,  the shares which fail to vest in that
year may vest in a subsequent year if the level of stock  appreciation which was
not met is achieved in a subsequent  year within the six year period  commencing
on the date of grant.

     Notwithstanding the foregoing, if an option whose vesting is dependent upon
the  achievement of specified  levels of stock price  appreciation  has not been
fully  vested  by the  close of the six year  period  commencing  on the date of
grant,  such option shall be exercisable for a 30-day period commencing with the
close of such six year period and thereafter  shall  terminate to the extent not
exercised.

     Each option  shall be evidenced by an option  agreement  (the  "Agreement")
duly  executed on behalf of the Company and by the  optionee to whom such option
is granted,  which  Agreement  shall comply with and be subject to the terms and
conditions of the Plan.  The Agreement may contain such other terms,  provisions
and conditions which are not inconsistent  with the Plan as may be determined by
the Committee, provided that options designated as incentive stock options shall
meet all of the conditions for incentive stock options as defined in Section 422
of the Code.  No option  shall be granted  within the meaning of the Plan and no
purported  grant of any option shall be effective until the Agreement shall have
been duly  executed  on behalf of the Company  and the  optionee.  More than one
option may be granted to an individual.

7. Option Price.

     The  option  price or prices of shares of the  Company's  Common  Stock for
options designated as non-qualified  stock options shall be as determined by the
Board or the Committee,  but, except as provided in Section 6 above, in no event
less than the fair market  value of such Common  Stock at the time the option is
granted.  The option price or prices of shares of the Company's Common Stock for
incentive  stock  options shall be the fair market value of such Common Stock at
the time the option is granted as  determined  by the Board or the  Committee in
accordance with the Regulations promulgated under Section 422 of the Code.

     If such shares are then listed on any  national  securities  exchange,  the
fair market  value shall be the mean between the high and low sales  prices,  if
any, on the largest such exchange on the business day immediately  preceding the
date of the grant of the option  or, if none,  shall be  determined  by taking a
weighted average of the means between the highest and lowest sales prices on the
nearest date before and the nearest  date after the date of grant in  accordance
with Treasury  Regulations Section 25.2512-2.  If the shares are not then listed
on any such  exchange,  the fair market  value of such shares  shall be the mean
between the high and low sales  prices,  if any,  as  reported  in the  National
Association of Securities  Dealers  Automated  Quotation  System National Market
System ("NASDAQ/NMS") for the business day immediately preceding the date of the
grant of the  option,  or, if none,  shall be  determined  by taking a  weighted
average of the means  between the highest and lowest  sales on the nearest  date
before and the nearest date after the date of grant in accordance  with Treasury
Regulations  Section 25.2512-2.  If the shares are not then either listed on any
such exchange or quoted in  NASDAQ/NMS,  the fair market value shall be the mean
between the average of the "Bid" and the average of the "Ask" prices, if any, as
reported  in  the  National  Daily  Quotation   Service  for  the  business  day
immediately preceding the date of the grant of the option, or, if none, shall be
determined  by taking a weighted  average of the means  between  the highest and
lowest  sales  prices on the nearest  date before and the nearest date after the
date of grant in accordance with Treasury Regulations Section 25.2512-2.  If the
fair market value cannot be determined under the preceding three  sentences,  it
shall be determined in good faith by the Board or the Committee.

8. Manner of Payment; Manner of Exercise.

     (a)  Options  granted  under the Plan may  provide  for the  payment of the
     exercise  price by delivery of (i) cash or a check  payable to the order of
     the Company in an amount equal to the exercise price of such options,  (ii)
     shares of Common Stock of the Company  owned by the optionee  having a fair
     market value equal in amount to the exercise  price.  Delivery of shares of
     Common Stock of the Company owned by such optionee may be made only if such
     payment  does not result in a charge to earnings for  financial  accounting
     purposes as determined by the Board or the Committee. The fair market value
     of any shares of the  Company's  Common Stock which may be  delivered  upon
     exercise of an option shall be  determined by the Board or the Committee in
     accordance with Section 7 hereof.

     (b) To the extent  that the right to  purchase  shares  under an option has
     accrued and is in effect,  options may be  exercised in full at one time or
     in part from time to time, by giving written  notice,  signed by the person
     or persons  exercising  the option,  to the Company,  stating the number of
     shares with respect to which the option is being exercised,  accompanied by
     payment in full for such shares as provided in subparagraph (a) above. Upon
     such exercise,  delivery of a certificate for paid-up non-assessable shares
     shall be made at the  principal  office  of the  Company  to the  person or
     persons exercising the option at such time, during ordinary business hours,
     after five (5) but not more than  thirty (30) days from the date of receipt
     of the notice by the Company,  as shall be designated in such notice, or at
     such time,  place and manner as may be agreed  upon by the  Company and the
     person or persons exercising the option.

9. Exercise of Options.

     Each  option  granted  under the Plan shall,  subject to Section  10(b) and
Section 12 hereof,  be  exercisable at such time or times and during such period
as shall be set  forth  in the  Agreement;  provided,  however,  that no  option
granted  under the Plan  shall  have a term in excess of ten (10) years from the
date of grant.

     To the extent  that an option to  purchase  shares is not  exercised  by an
optionee when it becomes initially exercisable, it shall not expire but shall be
carried  forward and shall be  exercisable,  on a  cumulative  basis,  until the
expiration of the exercise period. No partial exercise may be made for less than
ten (10) full shares of Common Stock.

 10.  Term of Options; Exercisability.

     (a) Term.

          (1) Each  option  shall  expire  not more than ten (10) years from the
          date  of the  granting  thereof,  but  shall  be  subject  to  earlier
          termination as herein provided.

          (2) Except as otherwise provided in this Section 10, an option granted
          to any  employee  optionee who ceases to be an employee of the Company
          or one of its  subsidiaries  shall  terminate  (i) on the later of the
          last day of the third month after the date such optionee  ceases to be
          an  employee of the  Company or one of its  subsidiaries  or the third
          business  day after the Plan is  approved  by the  Stockholders  under
          Section 19 hereof or (ii) on the date on which the  option  expires by
          its terms, whichever occurs first.

          (3) If such  termination  of employment is as a result of  termination
          for cause such option will  terminate on the date the optionee  ceases
          to be an employee of the Company or one of its subsidiaries.

          (4) If such  termination  of  employment  is because the  optionee has
          become permanently disabled (within the meaning of Section 22(e)(3) of
          the Code),  such option shall terminate on the last day of the twelfth
          month from the date such optionee ceases to be an employee,  or on the
          date on which the option expires by its terms, whichever occurs first.

          (5) An option granted to a director shall terminate on the last day of
          the third month after such director ceases to serve as a director.

          (6) In the event of the death of any  optionee  (whether  employee  or
          director),  any option granted to such optionee shall terminate on the
          last day of the twelfth  month from the date of death,  or on the date
          on which the option expires by its terms, whichever occurs first.

        (b)  Exercisability.

     An option granted to a director or an employee  optionee who ceases to be a
director  or an  employee  of the  Company or one of its  subsidiaries  shall be
exercisable  only to the extent  that the right to  purchase  shares  under such
option has  accrued  and is in effect on the date such  optionee  ceases to be a
director  or an employee  of the  Company or one of its  subsidiaries,  provided
however that an option  granted to a director who does not stand for  reelection
to the Board of Directors upon the expiration of such  director's term of office
shall be exercisable as to the full amount of the shares covered by such option,
notwithstanding the provisions of such option concerning vesting.

11. Options Not Transferrable.

     The right of any  optionee  to  exercise  any option  granted to him or her
shall not be assignable or transferrable by such optionee otherwise than by will
or the  laws  of  descent  and  distribution,  and  any  such  option  shall  be
exercisable  during the lifetime of such optionee only by him or her. Any option
granted  under  the Plan  shall be null and  void and  without  effect  upon the
bankruptcy of the optionee to whom the option is granted,  or upon any attempted
assignment or transfer, except as herein provided,  including without limitation
any  purported  assignment,  whether  voluntary or by operation of law,  pledge,
hypothecation  or other  disposition,  attachment,  trustee  process  or similar
process,  whether  legal or  equitable,  upon such option.  Notwithstanding  the
foregoing,  any option  granted  under the Plan (other than an  incentive  stock
option)  may  provide  (if the  Board or the  Committee  in its sole  discretion
decides to include such a  provision),  that the  optionee  shall be entitled to
make a transfer  of all or any part of such  option to members of his  immediate
family or a trust  for the  benefit  of such  persons,  following  notice to the
Secretary of the Company and approval by the Board or the  Committee in its sole
discretion,  provided that (in the case of options granted to persons subject to
Section 16 of the  Securities  Exchange  Act of 1934 at the time of grant),  any
such provision  shall by its terms be inoperative  and no such transfer shall be
permitted except when transfers to members of the optionee's immediate family or
a trust for the benefit of such persons are permissible  under the conditions to
the availability of the exemption afforded by Regulation 16b-3 promulgated under
the Securities Exchange Act of 1934.

12. Recapitalizations, Reorganizations and the Like.

     (a) In the event that the  outstanding  shares of the  Common  Stock of the
Company are changed into or exchanged  for a different  number or kind of shares
or other  securities of the Company or of another  corporation  by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up,  combination  of  shares,  or  dividends  payable  in  capital  stock,
appropriate  adjustment  shall be made in the  number  and kind of  shares as to
which options may be granted under the Plan and as to which outstanding  options
or portions thereof then unexercised  shall be exercisable,  to the end that the
proportionate  interest  of the  optionee  shall be  maintained  as  before  the
occurrence of such event;  such adjustment in outstanding  options shall be made
without change in the total price applicable to the unexercised  portion of such
options and with a corresponding adjustment in the option price per share.

     (b) In addition,  unless otherwise determined by the Board or the Committee
in its sole  discretion,  in the case of any (i) sale or  conveyance  to another
entity of all or substantially  all of the property and assets of the Company or
(ii)  a  Change  in  Control  (as  hereinafter  defined)  of  the  Company,  the
purchaser(s)  of  the  Company's  assets  or  stock  may,  in  his,  her  or its
discretion,  deliver  to the  optionee  the same kind of  consideration  that is
delivered  to  the  stockholders  of the  Company  as a  result  of  such  sale,
conveyance  or Change in Control,  or the Board or the  Committee may cancel all
outstanding  options  in  exchange  for  consideration  in cash or in kind which
consideration in both cases shall be equal in value to the value of those shares
of stock or other  securities  the optionee  would have  received had the option
been exercised (to the extent then exercisable) and no disposition of the shares
acquired upon such  exercise been made prior to such sale,  conveyance or Change
in Control,  less the option price therefor.  Upon receipt of such consideration
by the  optionee,  his or her option shall  immediately  terminate  and be of no
further  force  and  effect.  The  value of the  stock or other  securities  the
optionee  would  have  received  if the  option  had  been  exercised  shall  be
determined  in good faith by the Board or the  Committee of the Company,  and in
the case of shares of the Common Stock of the Company,  in  accordance  with the
provisions of Section 7 hereof.  The Board or the Committee  shall also have the
power and right to accelerate the exercisability of any options, notwithstanding
any limitations in this Plan or in the Agreement upon such a sale, conveyance or
Change in  Control.  Upon such  acceleration,  any  options or  portion  thereof
originally  designated  as incentive  stock  options  that no longer  qualify as
incentive  stock  options  under  Section  422 of the Code as a  result  of such
acceleration  shall be redesigned as non-qualified  stock options.  A "Change in
Control"  shall be deemed to have  occurred  if any  person,  or any two or more
persons acting as a group,  and all affiliates of such person or persons,  shall
acquire shares of the Company's then outstanding Common Stock of the Company, in
one or more  transactions,  or series of transactions,  such that following such
transaction or  transactions,  such person or group and affiliates  beneficially
own twenty (20%) percent or more of the Company's Common Stock outstanding. Upon
the occurrence of a Change in Control, all options under the plan outstanding on
the  date on  which  the  Change  in  Control  occurs  will  immediately  become
exercisable in full.

     (c) Upon  dissolution or liquidation  of the Company,  all options  granted
under  this Plan  shall  terminate,  but each  optionee  (if at such time in the
employ of or a director  of the Company of any of its  subsidiaries)  shall have
the right, immediately prior to such dissolution or liquidation, to exercise his
or her option to the extent then exercisable.

     (d) If by reason  of a  corporate  merger,  consolidation,  acquisition  of
property or stock, separation,  reorganization, or liquidation, the Board or the
Committee  shall authorize the issuance or assumption of a stock option or stock
options in a  transaction  to which Section  424(a) of the Code  applies,  then,
notwithstanding  any other  provision of the Plan,  the  Committee  may grant an
option or options upon such terms and conditions as it may deem  appropriate for
the purpose of assumption of the old option, or substitution of a new option for
the old option,  in conformity with the provisions of such Section 424(a) of the
Code and the  Regulations  thereunder,  and any such option shall not reduce the
number of shares otherwise available for issuance under the Plan.

     (e) No fraction of a share shall be  purchasable  or  deliverable  upon the
exercise of any option, but in the event any adjustment  hereunder of the number
of shares covered by the option shall cause such number to include a fraction of
a share,  such fraction shall be adjusted to the nearest smaller whole number of
shares.

13. No Special Employment Rights.

     Nothing contained in the Plan or in any option granted under the Plan shall
confer upon any option holder any right with respect to the  continuation of his
or her  employment  by the Company (or any  subsidiary)  or interfere in any way
with the right of the Company (or any  subsidiary),  subject to the terms of any
separate  employment  agreement to the contrary,  at any time to terminate  such
employment or to increase or decrease the compensation of the option holder from
the  rate in  existence  at the  time of the  grant  of an  option.  Whether  an
authorized leave of absence, or absence in military or government service, shall
constitute  termination  of  employment  shall be determined by the Board or the
Committee at the time.

14. Withholding.

     The  Company's  obligation  to  deliver  shares  upon the  exercise  of any
non-qualified  option  granted  under the Plan  shall be  subject  to the option
holder's satisfaction of all applicable Federal, state and local income, excise,
employment and other tax withholding requirements.  The Company and employee may
agree to withhold shares of Common Stock purchased upon exercise of an option to
satisfy the above-mentioned withholding requirements.

15. Restrictions on Issue of Shares.

     (a)  Notwithstanding the provisions of Section 8, the Company may delay the
     issuance of shares  covered by the  exercise of any option and the delivery
     of a  certificate  for such shares  until one of the  following  conditions
     shall be satisfied:

          (i) The shares with  respect to which such  option has been  exercised
          are at the time of the issue of such shares effectively  registered or
          qualified under  applicable  Federal and state  securities acts now in
          force or as hereafter amended; or

          (ii)  Counsel  for the  Company  shall  have given an  opinion,  which
          opinion shall not be unreasonably  conditioned or withheld,  that such
          shares are exempt from registration and qualification under applicable
          Federal  and  state  securities  acts  now in  force  or as  hereafter
          amended.

     (b) It is intended that all  exercises of options  shall be effective,  and
     the Company shall use its best efforts to bring about  compliance  with the
     above conditions within a reasonable time, except that the Company shall be
     under no obligation to qualify shares or to cause a registration  statement
     or a post-effective  amendment to any registration statement to be prepared
     for the  purpose  of  covering  the issue of shares in respect of which any
     option may be  exercised,  except as otherwise  agreed to by the Company in
     writing.

16. Purchase for Investment; Rights of Holder on Subsequent Registration.

     Unless the shares to be issued upon exercise of an option granted under the
Plan have been  effectively  registered under the Securities Act of 1933, as now
in force or hereafter amended, the Company shall be under no obligation to issue
any shares covered by any option unless the person who exercises such option, in
whole or in part,  shall give a written  representation  and  undertaking to the
Company which is  satisfactory  in form and scope to counsel for the Company and
upon which,  in the opinion of such counsel,  the Company may  reasonably  rely,
that he or she is acquiring the shares  issued  pursuant to such exercise of the
option for his or her own  account as an  investment  and not with a view to, or
for sale in connection with, the distribution of any such shares, and that he or
she will make no transfer of the same  except in  compliance  with any rules and
regulations  in force at the time of such transfer  under the  Securities Act of
1933, or any other  applicable  law, and that if shares are issued  without such
registration,  a legend to this effect may be endorsed  upon the  securities  so
issued. In the event that the Company shall, nevertheless,  deem it necessary or
desirable  to  register  under the  Securities  Act of 1933 or other  applicable
statutes any shares with  respect to which an option shall have been  exercised,
or to qualify any such shares for exemption  from the  Securities Act of 1933 or
other applicable statutes, then the Company may take such action and may require
from each  optionee  such  information  in writing  for use in any  registration
statement,   supplementary  registration  statement,   prospectus,   preliminary
prospectus or offering circular as is reasonably  necessary for such purpose and
may require  reasonable  indemnity to the Company and its officers and directors
and controlling persons from such holder against all losses, claims, damages and
liabilities  arising from such use of the information so furnished and caused by
any untrue  statement of any material  fact therein or caused by the omission to
state a material  fact  required to be stated  therein or  necessary to make the
statements therein not misleading in the light of the circumstances  under which
they were made.

17. Loans.

     The  Company  may not make loans to  optionees  to permit  them to exercise
options.

18. Modification of Outstanding Options.

     The Board or the Committee  may authorize the amendment of any  outstanding
option with the consent of the optionee  when and subject to such  conditions as
are deemed to be in the best interest of the Company and in accordance  with the
purposes of this Plan.

19. Approval of Stockholders.

     The Plan shall be subject to approval by the vote of  stockholders  holding
at least a majority of the voting stock of the Company present,  or represented,
and entitled to vote at a duly held stockholders' meeting, or by written consent
of a majority of all the  stockholders,  within  twelve  (12)  months  after the
adoption of the Plan by the Board of  Directors  and shall take effect as of the
date of adoption by the Board upon such approval. The Board or the Committee may
grant options under the Plan prior to such  approval,  but any such option shall
become  effective  as of the  date  of  grant  only  upon  such  approval,  and,
accordingly, no such option may be exercisable prior to such approval.

20. Termination and Amendment of Plan.

     Unless sooner  terminated as herein provided,  the Plan shall terminate ten
(10) years  from the date upon  which the Plan was duly  adopted by the Board of
Directors of the Company.  The Board of Directors may at any time  terminate the
Plan or make such  modification  or  amendment  thereof  as it deems  advisable;
provided, however, that except as provided in Section 20, the Board of Directors
may not, without the approval of the stockholders of the Company obtained in the
manner  stated in Section 19,  increase  the maximum  number of shares for which
options  may be  granted  or change  the  designation  of the  class of  persons
eligible to receive options under the Plan or change the provisions of Section 6
regarding criteria for vesting of options.  The Board or the Committee may grant
options to persons  subject to Section 16(b) of the  Securities and Exchange Act
of 1934  after an  amendment  to the Plan by the  Board of  Directors  requiring
stockholder  approval  under  Section  20,  but any  such  option  shall  become
effective as of the date of grant only upon such  approval and  accordingly,  no
such  option  may be  exercisable  prior to such  approval.  Termination  or any
modification  or  amendment  of the Plan shall not,  without  the  consent of an
optionee, affect his or her rights under an option theretofore granted to him or
her.

21. Reservation of Stock.

     The Company shall at all times during the term of the Plan reserve and keep
available  such number of shares of stock as will be  sufficient  to satisfy the
requirements  of the  Plan and  shall  pay all  fees  and  expenses  necessarily
incurred by the Company in connection therewith.

22. Limitation of Rights in the Option Shares.

     An optionee  shall not be deemed for any purpose to be a stockholder of the
Company with respect to any of the options  except to the extent that the option
shall have been exercised with respect  thereto and, in addition,  a certificate
shall have been issued theretofore and delivered to the optionee.

23. Notices.

     Any  communication  or notice  required or  permitted to be given under the
Plan  shall be in  writing,  and  mailed  by  registered  or  certified  mail or
delivered  by hand,  if to the  Company,  to its  principal  place of  business,
attention: President, and, if to an optionee, to the address as appearing on the
records of the Company.

                                                                       EXHIBIT 5

                                                                   July 14, 1999

General Nutrition Companies, Inc.
300 Sixth Avenue
Pittsburgh, PA  15222

Gentlemen:

     I am Vice  President - Law,  Chief Legal  Officer and  Secretary of General
Nutrition Companies, Inc. (the "Company") and as such counsel I am familiar with
the corporate proceedings taken in connection with the Company's 1998 Management
and Director Stock Option Plan.

     As such  counsel,  I have  examined the  corporate  records of the Company,
including  its  Restated  Certificate  of  Incorporation,  By-Laws,  minutes  of
meetings of its Board of Directors and  Stockholders and such other documents as
I have deemed necessary as a basis for the opinion herein expressed.

     Based upon the foregoing,  and having regard for such legal  considerations
as I deem relevant, I am of the opinion that:

     1. The Company is duly  organized and validity  existing  under the laws of
     the State of Delaware.

     2. The Company has authorized the issuance of 200,000,000  shares of Common
     Stock with $.01 par value per share (the "Common Stock").

     3. The outstanding  capital stock of the Company has been duly  authorized,
     constitutes validly issued fully-paid and non-assessable  shares of capital
     stock of the  Company  and no  personal  liability  attaches  to any of the
     shares.

     4. The shares of Common  Stock  issuable  upon the exercise of options duly
     granted  pursuant to the 1998  Management  and Director  Stock Option Plan,
     when issued in accordance  with the terms thereof,  will be validly issued,
     fully-paid,  and  non-assessable  shares of capital stock of the Company to
     which no personal liability will attach.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration  Statement  on Form S-8 and to the  reference  to me in the caption
"Interest of named Experts and Counsel" in the Registration Statement.

                                                       Sincerely,

                                                       /s/ James M. Sander
                                                       James M. Sander

                                                                      EXHIBIT 15

July 14, 1999

General Nutrition Companies, Inc.
300 Sixth Avenue
Pittsburgh, Pennsylvania  15222

Dear Sirs:

We have made a review, in accordance with standards  established by the American
Institute of Certified Public  Accountants,  of the unaudited  interim financial
information  of General  Nutrition  Companies,  Inc.  and  subsidiaries  for the
periods  ended May 1, 1999 and April 25, 1998 as  indicated  in our report dated
May 17,  1999;  because we did not perform an audit,  we expressed no opinion on
that information.

We are aware that our  report  referred  to above,  which was  included  in your
Quarterly  Report on Form 10-Q for the quarter ended May 1, 1999 is incorporated
by reference in this Registration Statement.

We also are aware that the aforementioned report,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  is not  considered  a part  of the  Registration
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Yours truly,

Deloitte & Touche LLP
Pittsburgh, Pennsylvania

                                                                      EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
General Nutrition Companies,  Inc. on Form S-8 of our report dated March 3, 1999
(April  22,  1999  as to  Note  19 to the  consolidated  financial  statements),
appearing in the Annual Report on Form 10-K of General Nutrition Companies, Inc.
for the year ended February 6, 1999 and to the reference to us under the heading
"Interests of Named Experts and Counsel" in this Registration Statement.

Deloitte & Touche LLP
Pittsburgh, Pennsylvania
July 14, 1999