SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                             _________________

                                 FORM 10-Q

(Mark One)

[  X  ]   Quarterly report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934

For the twelve weeks ended April 26, 1997.

                                    OR

[     ]   Transition report pursuant to Section 13 or 15(d) of the
          Securities Exchange Act of 1934


Commission file number 01-19592


                     GENERAL NUTRITION COMPANIES, INC.
          (Exact name of Registrant as specified in its charter)
                                     

     DELAWARE                                     4-3056351
     (state or other jurisdiction of              (I.R.S. Employer
     Incorporation or organization)               Identification No.)

     300 Sixth Avenue                             15222
     Pittsburgh, Pennsylvania                     (Zip Code)
     (Address of principal executive office)

     Registrant's telephone number, including area code:  (412)  288-4600


        Indicate  by a check mark whether the registrant (1) has filed  all
reports  required  to  be filed by section 13 or 15(d)  of  the  Securities
Exchange  Act  of 1934 during the preceding 12 months (or for such  shorter
period that the registrant was required to file such reports), and (2)  has
been  subject to such filing requirements for the past 90 days.        
Yes  x   No 

      As  of  May  24,  1997,  the  number of  shares  outstanding  of  the
registrant's common stock was 80,230,426.



PART 1 - FINANCIAL INFORMATION,

ITEM 1.  FINANCIAL STATEMENTS


                  GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                                                           
                            Consolidated Balance Sheets
                         (in thousands, except share data)


                                        April 26,    February 1,
                                          1997         1997

                                       (unaudited)
                                                           
ASSETS                                                          
Current Assets:                                       
   Receivables                         $   63,893   $   58,711
   Inventories                            209,102      198,361
   Deferred taxes                          18,903       18,903
   Other current assets                    19,656       17,498

     Total current assets                 311,554      293,473
                                                                
Property, plant and equipment, net        176,627      175,352
Other assets                               48,019       44,404
Deferred financing fees, net of                                 
  accumulated amortization of
  $1,742 and $1,538                         4,614        3,066
Goodwill, net of accumulated                                     
  amortization of $55,234 and $52,907     262,586      263,060
                                     
                           
                                       $  803,400    $ 779,355
                                                                
LIABILITIES AND SHAREHOLDERS' EQUITY                            
Current Liabilities:                                            
   Accounts payable                    $  102,490    $  79,958
   Accrued salaries, wages, vacations                        
     and related taxes                     18,544       17,198
   Accrued income taxes                    21,695        7,008
   Other current liabilities               54,196       54,637
   Long-term debt, current portion            971          984

     Total current liabilities            197,896      159,785
                                                                
Long-term debt                            367,163      377,885
Deferred taxes on income                    1,460        1,462
Commitments and contingencies                 -            -
                                                                
Shareholders' Equity:                                           
   Common stock, $.01 par value:                                
     Authorized 200,000,000 shares,                            
     issued and outstanding,
     including shares in treasury,
     91,752,080 shares at April 26, 1997
     and 91,287,289 shares at
     February 1, 1997                         918          913
     
                                                                
                                                                 
   Additional paid-in capital             326,027      319,297
   Stock options outstanding                8,916       10,917
   Subscriptions receivable                (3,379)      (3,295)
   Currency translation adjustment            244          483
   Accumulated earnings                    95,386       71,527
                                               
                 
                                          428,112      399,842

   Treasury stock, at cost, 11,500,000                          
   shares at April 26, 1997 and
   10,000,000 shares at
   February 1, 1997                      (191,231)    (159,619)
                                                      
                                                                
                                          236,881      240,223
                                                                
                                                                
                                       $  803,400   $  779,355
  

                                                              
Notes to Consolidated Financial Statements are an integral part of these
statements.
                                                                

                                                          
                                                            
            GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                                                      
                   Consolidated Statements of Operations

                   (in thousands, except per share data)

                                (unaudited)
                
                                            
                                                      12 Weeks Ended
                                                 April 26,        April 27,
                                                   1997             1996
                                                      
Net revenue                                    $  273,059       $  230,167
Cost of sales, including costs of                           
warehousing, distribution and occupancy           166,380          141,332
Selling, general and administrative                59,895           49,386
Amortization of goodwill                            2,404            2,221
Operating earnings                                 44,380           37,228
Interest expense                                    5,117            2,948
Earnings before income taxes                       39,263           34,280
Income taxes                                       15,404           14,102
Net earnings                                   $   23,859        $  20,178
                                                            
                                                            
Primary earnings per share                     $     0.29        $    0.22
                                                            
Average number of shares outstanding               82,951           92,206

                                                            
                                                            
Fully diluted earnings per share                $    0.29        $    0.22
                                                            
Average number of shares outstanding               82,963           92,210
                                                            
                                                 
                                                            
Notes to Consolidated Financial Statements are an integral part of these
statements.
                                                            




             GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                                                      
                    Consolidated Statements of Cash Flows

                                  (unaudited)
                                                      
                                           
                                                         12 Weeks Ended
                                                     April 26,     April 27,
                                                       1997          1996
                                                      
                           (in thousands)
                         
                                
Cash flows from operating activities:                    
   Net earnings                                     $  23,859     $  20,178
      Adjustments to reconcile net                       
      earnings to net cash provided by
      operating activities:
                                                         
         Depreciation and amortization                 10,113         9,176
         Amortization of deferred financing fees          204           133
         Other, principally loss on disposal of
           fixed assets                                    72            19

         Change in operating assets and liabilities:
             Increase in receivables                   (4,268)       (6,810)
             Increase in inventories                  (10,741)      (14,493)
             (Increase) decrease in other assets         (326)           95
             Increase in accrued taxes                 14,687        13,071
             Increase in accounts payable
               and accrued liabilities                  4,641         6,819
             Decrease in other working capital items     (200)       (6,432)
               
              Total adjustments                        14,182         1,578
   Net cash provided by operating activities           38,041        21,756
                                                  
Cash flows from investing activities:                    
     Capital expenditures                              (8,962)      (12,505)
     Increase in franchisee notes receivable           (1,137)       (1,533)
     Payments for store acquisitions                   (1,877)       (2,216)
     Loan to related party                             (3,295)       (1,750)

   Net cash used in investing activities              (15,271)      (18,004)  
                                                         
Cash flows from financing activities:                    
     Net payments on revolving credit facility        (10,500)      (24,999)
     Retirement of long-term debt                         -         (34,001) 
     Book balance bank overdraft                       17,004        17,650
     Decrease in capital lease obligations               (235)         (411)
     Redemption of redeemable preferred stock            (168)           (8)
     Net proceeds from issuance of common stock         3,012        38,628
     Proceeds from sale of put options                  1,720           -
     Net payments for treasury stock                  (31,612)          -  
     Increase in deferred financing fees               (1,752)         (536)

   Net cash used in financing                         (22,531)       (3,677)
                                             
Effect of exchange rate changes on cash                  (239)          (75)
Net change in cash                                         -             -
Beginning and ending balance, cash                  $      -       $     -
                                                  
                                                         
Supplemental disclosures of cash flow information:
  Cash paid during the period for:                    
    Interest                                        $   4,643      $  2,724
    Income taxes                                    $   3,886      $    598
                                                         
                                                         
                                                         
Notes to Consolidated Financial Statements are an integral part of these
statements.

                                     
                                     
                                     
                                     
                     GENERAL NUTRITION COMPANIES, INC.
                Notes to Consolidated Financial Statements
                                     
                                (Unaudited)
                                     
                                     
1.Basis of Reporting.  In the opinion of General Nutrition Companies,  Inc.
  (the  "Company"),  the  information furnished  includes  all  adjustments
  necessary  for  fair presentation of the consolidated financial  position
  of  the Company at April 26, 1997 and February 1, 1997 and the results of
  operations for the twelve weeks ended April 26, 1997 and April 27,  1996.
  All such adjustments are of a normal and recurring nature.

  Certain  information and footnote disclosures normally  included  in  the
  financial  statements  prepared  in accordance  with  generally  accepted
  accounting  principles  have been either condensed  or  omitted.   It  is
  suggested  that  these  consolidated  financial  statements  be  read  in
  conjunction with the financial statements and footnotes included  in  the
  Company's  1996 Annual Report on Form 10-K for the fiscal year  ended  on
  February 1, 1997 filed with the Securities and Exchange Commission.   The
  consolidated  financial statements include the accounts  of  the  Company
  and  its  wholly-owned subsidiaries after the elimination of intercompany
  balances and transactions.  The results of operations and cash flows  for
  the  twelve  weeks  ended  April 26, 1997 and  April  27,  1996  are  not
  necessarily indicative of the operating results for the full year.

  The  preparation  of  financial statements in conformity  with  generally
  accepted accounting principles requires management to make estimates  and
  assumptions  that affect the reported amounts of assets  and  liabilities
  and  disclosure of contingent assets and liabilities at the date  of  the
  financial  statements and the reported amounts of revenues  and  expenses
  during  the  reporting period.  Actual results could  differ  from  those
  estimates.

2.Earnings   Per  Share.   In  February  1997,  the  Financial   Accounting
  Standards  Board  issued  Statement  of  Financial  Accounting  Standards
  ("SFAS")  No. 128, "Earnings per Share", which establishes standards  for
  computing and presenting earnings per share and applies to entities  with
  publicly held common stock or potential common stock.  This Statement  is
  effective  for  financial  statements issued  for  periods  ending  after
  December 15, 1997, including interim periods; earlier application is  not
  permitted.   This  Statement  requires restatement  of  all  prior-period
  earnings  per  share data presented.  The basic  earnings per  share  and
  diluted  earnings per share as defined by SFAS No. 128 for the  12  weeks
  ended  April  26,  1997 and April 27, 1996 approximates the  historically
  presented primary and fully diluted earnings per share.

3.Cash.   The Company utilizes a cash management system under which a  book
  balance  cash  overdraft  exists for the Company's  primary  disbursement
  accounts.  This overdraft represents uncleared checks in excess  of  cash
  balances  in bank accounts.  The Company's funds are borrowed  on  an  as
  needed  basis to pay for clearing checks.  At April 26, 1997 and February
  1,   1997,   cash   overdrafts  of  $17.0  million  and   $3.9   million,
  respectively, were included in accounts payable.  At April 26, 1997,  the
  Company  had  $332.4 million available on its revolving  credit  facility
  after excluding $2.9 million restricted for letters of credit.

4.Reclassifications.   Certain  amounts  reported  in   previously   issued
  financial  statements  have been reclassified  to  conform  to  the  1997
  presentation.

5.Legal  Proceedings.  Certain Company subsidiaries are named as defendants
  in  legal actions brought in federal and state courts by certain  parties
  seeking   damages  resulting  from  the  ingestion  of  certain  products
  containing manufactured L-Tryptophan.  No provision has been made in  the
  financial  statements for any loss that may result to  the  Company  from
  these  actions.   See Note 13 in the Company's Form 10-K for  the  fiscal
  year ended February 1, 1997.

  On  June  24,  1996, an action was commenced against the Company  in  the
  Court of Chancery of the State of Delaware entitled LaValla v. Thomas  H.
  Lee  et al., Civil Action No. 15080.  Plaintiff asserts that the  Company
  is  liable for a violation of Section 11 of the Securities Act  of  1933,
  arising  out  of  allegedly  false  and  misleading  statements  in   the
  Prospectus  and  Registration Statement for a public offering  of  common
  stock  of  the  Company which took place on February 7, 1996.   Plaintiff
  also  alleges that two directors and shareholders of the Company,  Thomas
  H.  Lee  (a director at the time of the offering) and Thomas R. Shepherd,
  are  liable for a violation of Section 11 of the Securities Act of  1933,
  arising out of the same allegedly false and misleading statements in  the
  Prospectus and Registration Statement.  Plaintiff seeks certification  of
  the  action as a class action, purportedly on behalf of all persons other
  than  defendants  who  purchased shares of  the  Company's  common  stock
  during   the  public  offering. The  Company  disputes  the  allegations
  contained  in the complaint and intends to defend the action  vigorously.
  The  LaValla  case has been stayed in court pending resolution of the
  Klein  case summarized below.


  On  August  2, 1996, an action was commenced against the Company  in  the
  United  States  District Court for the Western District  of  Pennsylvania
  entitled  Klein et al. v. General Nutrition Companies, Inc. et  al.,  Civil
  Action  No.  96-1455.  Plaintiffs assert that the Company is  liable  for
  violations of Sections 11 and 12(a)(2) of the Securities Act of 1933  and
  Section  1-501(a)  of  the Pennsylvania Securities Act,  arising  out  of
  allegedly   false  and  misleading  statements  in  the  Prospectus   and
  Registration  Statement  for a public offering of  common  stock  of  the
  Company  which  took  place on February 7, 1996, and  for  violations  of
  Section  10(b)  of the Securities Exchange Act of 1934 and for  negligent
  misrepresentation  arising out of allegedly false and  misleading  public
  statements  during the period from the public offering  through  May  28,
  1996.   Plaintiffs  also  allege  that certain  officers,  directors  and
  shareholders of the Company, as well as the underwriters for  the  public
  offering,  are  liable  for other violations of  the  federal  and  state
  securities  laws  and for negligent misrepresentation.   Plaintiffs  seek
  certification of the action as a class action, purportedly on  behalf  of
  all  persons other than defendants who purchased shares of the  Company's
  common  stock  during the proposed class period from February  7  through
  May  28,  1996.   The Company disputes the allegations contained  in  the
  complaint and intends to defend the action vigorously.

  The  Company  is  presently engaged in various other  legal  actions  and
  governmental  proceedings,  and, although  ultimate  liability  cannot be
  determined  at the present time, the Company is currently of the  opinion
  that  the  amount  of  any such liability from these  other  actions  and
  proceedings   when  taking  into  consideration  the  Company's   product
  liability  coverage,  will  not have a material  adverse  impact  on  its
  financial position, results of operations or liquidity.



6.Inventories.  Inventories consist of the following:


                                                April 26,        February 1, 
                                                  1997              1997
                                                      (in thousands)

        Product ready for sale               $   174,257        $  158,800
        Unpackaged bulk product and
          raw materials                           31,736            36,121
        Packaging supplies                         3,109             3,440

                                             $   209,102        $  198,361



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF  OPERATIONS


FORWARD-LOOKING STATEMENTS

This report on Form 10-Q contains statements relating to future
results of the Company (including certain projections and business trends)
that are "forward-looking statements" as defined in the Private Securities
Litigation Reform Act of 1995.  Actual results may differ materially from
those projected as a result of certain risks and uncertainties, including
but not limited to changes in political and economic conditions; demand for
and market acceptance of new and existing products, as well as other risks
and uncertainties detailed from time to time in the fillings of the company
with the Securities and Exchange Commission.



RESULTS OF OPERATIONS

Revenue

      Consolidated revenue for the twelve weeks ended April  26,  1997  was
$273.1  million, an increase of 18.6% from the same period in 1996.   Below
is  a  comparison of revenue for each of the Company's businesses  for  the
twelve week period:


                                       Consolidated Revenue
                                                   
                             12 weeks                12 weeks       
                              Ended         % of       Ended         % of
                             April 26,     Total      April 27,      Total
                               1997       Revenue       1996        Revenue

                          (in millions)            (in millions)
                           
                                             
Retail                     $  201.6        73.8%     $  169.9        73.8%
                     
Franchising                    53.6        19.6%         43.3        18.8%
                      
Manufacturing                  17.9         6.6%         17.0         7.4%
                      
Total                      $  273.1       100.0%     $  230.2       100.0%
                    
                                                   


           Retail  Revenue.  Domestically, the Company's products are  sold
through  retail  outlets operating primarily under  the  General  Nutrition
Centers  and GNC Live Well store names ("GNC").  The Company also  operates
retail  stores under the Nature's Fresh, Nature Food Centres,  and  Amphora
names.  Internationally, products are sold through retail outlets operating
under  the names of Health and Diet Centres, and General Nutrition  Centres
in  the  United  Kingdom, Canada, and New Zealand.  Presented  below  is  a
summary  of  revenue  by  operating retail entity and  corresponding  store
information:


                                              Retail Revenue
                                
                                 12 weeks                 12 weeks
                                  Ended        % of        Ended        % of
                                 April 26,     Total      April 27,    Total
                                   1997       Revenue        1996      Revenue

                              (in millions)             (in millions)

General Nutrition Centers        $  181.5      90.0%      $  158.2       93.1% 
Other domestic stores                16.1       8.0%           9.4        5.5%
International stores                  4.0       2.0%           2.3        1.4% 

                                    201.6     100.0%         169.9      100.0%




                                                    Operating
                                                  Company-Owned
                                                 Store Locations  

                                            April 26,          April 27,
                                              1997               1996


General Nutrition Centers                    1,798               1,524       
Other domestic stores                           65                 100
International stores                            45                  20

                                             1,908               1,644



Revenue  at GNC increased 14.7% for the twelve weeks ended April  26,  1997
when compared with the same period in 1996, the result of 274 net new store
openings  and  favorable comparable store sales gains of  5.6%  during  the
quarter.   The Company believes that this increase is attributable  to  its
new   marketing  efforts.   The  Company's  marketing  emphasis  has   been
significantly  altered  in an effort to attract and  retain  both  new  and
existing  customers.  Internally, the Company has developed a new marketing
strategy  by:  i)  creating  a new chief marketing  officer  position;  ii)
contracting  a  major New York advertising agency with  strong  retail  and
strategic  experience and; iii) assembling a scientific  affairs  group  to
enhance scientific credibility for the Company and its products.  This  new
collective  marketing  group has focused its efforts on  mainstream  health
issues  of  targeted customer groups such as women, senior citizens,  etc.,
through  the  use of major network TV, print, media, and complementary  in-
store  fixtures and signage. The Company believes that the combined efforts
of  these  key  marketing initiatives should continue to  have  a  positive
impact on revenue through the remainder of the year.

Other  domestic  retail revenue, comprised of Nature's Fresh,  Nature  Food
Centres, and Amphora,  increased 71.3% to $16.1 million for the twelve week
period  ended  April  26, 1997 when compared to $9.4 million  of  the  same
period in 1996.

      Franchising  Revenue.  Revenue from the franchise  segment  increased
23.8% for the twelve weeks ended April 26, 1997 when compared with the same
period  in  1996.  The increase continues to be driven by  both  new  store
openings,  205 net new openings since April 27, 1996, coupled  with  strong
franchisee  comparable store sales gains of 11.7% domestically,  and  10.7%
internationally.

Product   sales  at  wholesale  prices  and  royalties  on  retail   sales,
representing the core of Franchising's ongoing revenues, comprised 94.0% of
total  franchise  revenue in the twelve weeks ended April  26,  1997.   The
remaining revenue included sales of stores, fixtures, franchise award  fees
and  interest  income on franchise accounts receivable.  Total  system-wide
franchise  retail  sales were $100.7 million for the  twelve  weeks  ending
April 26, 1997, an increase of $20.2 million or 25% when compared with  the
same period in 1996.

Presented below are the number of operating franchise stores, the number of
franchises  awarded  but  not  yet open,  and  the  number  of  outstanding
development agreements:


                           Number of Operating Franchise Locations
                                                          
                              April 26, 1997              April 27, 1996

Franchise Locations      Domestic   International     Domestic   International
                                                          
At beginning of period     1,049         125             848          111
Added during period           55           5              61            4
Closed or converted                                       
during period                 18           3              15            1
                                                          
At end of period           1,086         127             894          114
                                                          
Stores awarded but                                        
not yet open                 222           1             237           -

Development agreements        39         370               5          408
                                                          


      Manufacturing  Revenue.   Total revenue generated  by  the  Company's
manufacturing segment, including sales to other segments of the Company and
sales  to  various other third-parties, increased to    $68.3  million,  or
32.9%,  in  the twelve weeks ended April 26, 1997 when compared with  $51.4
million  for  the  same  period in 1996.  Third - party  revenues  for  the
current quarter remained consistent with the first quarter of 1996  due  to
the  increasing demand on the manufacturing capacity for the Company's  own
product.  Intersegment sales activity, accounting for the majority  of  the
increase  in total manufacturing revenue for the current quarter, increased
46.5%  to  $50.4 million from $34.4 million in the first quarter  of  1996.
The  increase  in intersegment sales activity was due to the strong  demand
for product by existing GNC stores, as well as product requirement needs of
new  stores  added  through the Company's ongoing store expansion  program.
The  Company's  international  manufacturing  operations  contributed  $3.5
million  and $2.6 million in third - party revenue and $.5 million and  $.2
million in intersegment revenue for the twelve week periods ended April 26,
1997 and April 27, 1996, respectively.


           Analysis of Consolidated Operating Costs and Expenses
                                     
                                     
                                                    
                                                 12 Weeks        12 Weeks
                                                   Ended           Ended
                                                 April 26,       April 27,
                                                   1997            1996

                                                      (in thousands)
                                                    
Cost of sales, including                            
  costs of warehousing,                             
  distribution and occupancy                   $  166,380       $  141,332
Percent of net revenue                              60.9%            61.4%
                                                    
Selling, general and administrative            $   62,299       $   51,607 
Percent of net revenue                              22.8%            22.4%
                                                    
Operating earnings                             $   44,380       $   37,228
Percent of net revenue                              16.3%            16.2% 
                                                            
                              
                                  
      Cost  of  sales, including the cost of warehousing, distribution  and
occupancy decreased as a percentage of net revenue by .5% to 60.9%  in  the
first  quarter of 1997, when compared with the same quarter in  1996.   The
decrease in cost of sales as a percentage of net revenue was primarily  the
result  of the Company's ability to successfully leverage expenses  against
rising  revenues, including occupancy costs, which are primarily  fixed  in
nature.

      Selling,  general  and administrative costs increased  in  the  first
quarter  as a percentage of net revenue when compared with the same quarter
in 1996 by .4%, primarily attributable to the Company's retail segment.  In
retail,  increases  in  selling, general and administrative  expenses  were
recognized  as  a  result of increased bonus accruals, which  are  directly
related to store profits, and expenses relating to the development  of  the
marketing and scientific affairs groups.

Non-Operating Income (Expense) Analysis

      Interest  expense  for the quarter increased $ 2.2  million  to  $5.1
million when compared to the same period in 1996.  The increase in interest
expense  was  the  result of $191.2 million of additional  borrowings  made
since  the  second  quarter of 1996 to fund the Company's stock  repurchase
activity.   Interest  expense for the remainder of the year  should  remain
higher than the previous year as a result of these additional borrowings.

Review of Financial Condition
Analysis of Liquidity and Capital Resources

      In  the  first twelve weeks of 1997, the Company's business  segments
continued  to contribute to increased earnings from continuing  operations.
The Company's cash flows from operating, investing and financing activities
as  reflected in the Consolidated Statements of Cash Flows is summarized as
follows:



                                        12 Weeks                  12 Weeks
                                          Ended                     Ended
                                        April 26,                 April 27,
                                          1997                       1996

                                                  (in thousands)
        
Cash provided by (used in):                         
   Operating activities               $  38,041                 $  21,756
   Investing activities                 (15,271)                  (18,004)
   Financing activities                 (22,531)                   (3,677)
   Effect of exchange rate changes
     on cash                               (239)                      (75)

Net change in cash                    $     -                   $     -




      Operating Activities.  Cash provided by operating activities for  the
twelve  weeks  ended April 26, 1997 was $38.0 million versus $21.8  million
for  the  same period in 1996, an increase of $16.2 million or 74.3%.   Net
earnings,  adjusted  for non-cash charges and before changes  in  operating
assets  and liabilities, increased by 15.9% to $34.2 million for the twelve
week  period ended April 26, 1997,  compared with $29.5 million in the same
period  in 1996.  Favorable changes in operating assets and liabilities  of
$11.5 million contributed to the increase in net cash provided by operating
activities  of $16.2 million for the quarter when compared with  the  first
quarter of 1996.

     Investing Activities.  The Company's primary investing activities have
been   for   capital  expenditures  made  in  connection  with  new   store
construction, the remodeling of existing stores, and expansion requirements
at   both   the   manufacturing  and  distribution   facilities.    Capital
expenditures were $9.0 million and $12.5 million for the twelve week period
ended April 26, 1997 and April 27, 1996, respectively.

      Financing  Activities.  Cash used in financing  activities  increased
$18.9  million  for the twelve weeks ended April 26, 1997 versus  the  same
period in 1996.  In 1997, the Company repurchased 1.5 million shares of its
own  stock for $31.6 million with borrowed funds, and repaid $10.5  million
on  the   line of credit.  In the first quarter of 1996, the Company repaid
$25.0  million on its line of credit.  At April 26, 1997, the  Company  had
$332.4  million available on its revolving credit facility after  excluding
$2.9  million  restricted for letters of credit.  Subsequent to  April  26,
1997,  the  Company  sold  put options to repurchase  1.0  million  of  the
Company's stock for $21.5 million.  The options were sold for $1.4  million
and expire during the fourth quarter of 1997.





                        PART II.  OTHER INFORMATION

ITEM 1.        LEGAL PROCEEDINGS

               None.


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

       (11.1)  Computation of net earnings per share is attached.

       (23)    Interim  review report of the Company's  independent
               accountants, Deloitte & Touche LLP, for the first  fiscal
               quarter ended April 26, 1997 is attached.

       (23.1)  Letter in lieu of consent of the Company's independent
               accountants, Deloitte & Touche LLP, for the first fiscal
               quarter ended April 26, 1997 is attached.

       (27)    Financial Data Schedule is attached.

               No current reports on Form 8-K were filed during the first
               fiscal quarter.





                                SIGNATURES

Pursuant  to the requirements of the Securities Exchange Act of  1934,  the
registrant  has duly caused this report to be signed on its behalf  by  the
undersigned thereunto duly authorized.

                              GENERAL NUTRITION COMPANIES, INC.


                              By:  /s/  Edwin J. Kozlowski
                                        Edwin J. Kozlowski
   
                              Executive Vice President, Chief Financial
                              Officer, and Principal Accounting Officer



DATE: June 10, 1997