<PAGE>

                       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 May 1, 1999.

                                       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                                        04-3056351
         (state or other jurisdiction of                 (I.R.S. Employer
         Incorporation or organization)                  Identification No.)

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

         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 June 4, 1999, the number of shares  outstanding  of the  registrant's
common stock was 67,885,001.

<PAGE>


                               TABLE OF CONTENTS

                                                                        Page
                                                                     ----------

Part I   Financial Information

   Item 1   Financial Statements

            Condensed Consolidated Balance Sheets                           2

            Condensed Consolidated Statement of Earnings and
              Comprehensive Income                                          3

            Condensed Consolidated Statement of Cash Flows                  4

            Notes to Condensed Consolidated Financial Statements        5 - 8

   Item 2   Management's Discussion and Analysis of Financial
              Condition and Results of Operations                      9 - 13

   Item 3   Quantitative and Qualitative Disclosure About Market Risk      13

Part II   Other Information

   Item 1   Legal Proceedings                                              14

   Item 6   Exhibits and Reports on Form 8-K                               14

Signatures                                                                 15

<PAGE>







PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

               GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                        (in thousands, except share data)
<TABLE>
<CAPTION>

                                                                              May 1,               February 6,
                                                                               1999                    1999
                                                                        --------------------    -------------------
                                                                            (unaudited)

<S>     <C>    <C>    <C>    <C>    <C>    <C>
ASSETS
Current Assets:
   Receivables, net                                                      $         97,204        $         98,926
   Inventories                                                                    299,413                 294,325
   Deferred taxes                                                                  14,776                  17,617
   Prepaid income taxes                                                                 -                   4,071
   Other current assets                                                            18,157                  14,625
                                                                        --------------------    -------------------
Total current assets                                                              429,550                 429,564

Note due from related parties                                                      18,118                  28,526
Property, plant, and equipment, net                                               282,023                 275,473
Other assets                                                                       45,058                  52,549
Deferred financing fees, net of accumulated
   amortization of $4,196 and $3,889                                                2,725                   3,032
Goodwill, net of accumulated amortization of
   $77,400 and $74,425                                                            339,478                 338,842
                                                                        ====================    ===================
                                                                           $    1,116,952         $     1,127,986
                                                                        ====================    ===================

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                                                       $       142,382        $        121,386
   Accrued salaries, wages, vacations and related taxes                            27,955                  23,009
   Accrued income taxes                                                             5,511                       -
   Other current liabilities                                                       55,831                  73,404
   Long-term debt, current portion                                                    518                     623
                                                                        --------------------    -------------------
Total current liabilities                                                         232,197                 218,422

Long-term debt                                                                    757,280                 796,877
Deferred taxes                                                                      4,886                   7,771
Commitments and contingencies

Shareholders' Equity:
Common stock, $.01 par value:                                                         679                     677
   Authorized 200,000,000 shares, issued and
   outstanding, 67,857,847 shares at May 1, 1999
   and 67,753,329 shares at February 6, 1999
Additional paid-in capital                                                          1,452                       -
Stock options outstanding                                                           7,025                   7,040
Subscriptions receivable                                                           (4,204)                 (3,804)
Accumulated other comprehensive loss                                                 (484)                   (346)
Accumulated earnings                                                              118,121                 101,349
                                                                        --------------------    -------------------
                                                                                  122,589                 104,916
                                                                        --------------------    -------------------
                                                                           $    1,116,952         $     1,127,986
                                                                        ====================    ===================
</TABLE>

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


               GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
     Condensed Consolidated Statements of Earnings and Comprehensive Income
                      (in thousands, except per share data)
                                   (unaudited)


<TABLE>
<CAPTION>

                                                                           12 Weeks Ended
                                                                 -----------------------------------
                                                                      May 1,        April 25, 1998
                                                                       1999
                                                                 -----------------  ----------------

<S>                                                                 <C>                <C>
    Net revenue                                                     $  336,357         $  327,617
    Cost of sales, including costs of warehousing,
       distribution and occupancy                                      222,088            195,852
    Selling, general and administrative                                 75,844             77,572
                                                                 -----------------  ----------------
    Operating earnings                                                  38,425             54,193
    Interest expense, net                                               11,802              5,259
                                                                 -----------------  ----------------
     Earnings before income taxes                                       26,623             48,934
    Income taxes                                                         9,851             18,696
                                                                 -----------------  ----------------
    Net earnings                                                        16,772             30,238

    Other comprehensive loss:
       Foreign currency translation adjustment, net                       (138)               (51)
                                                                 -----------------  ----------------

    Comprehensive income                                           $    16,634        $    30,187
                                                                 =================  ================

    Basic earnings per share                                     $        0.25      $        0.37
                                                                 =================  ================

    Basic weighted average common shares                                67,842             82,424
                                                                 =================  ================

    Diluted earnings per share                                   $        0.25      $        0.36
                                                                 =================  ================

    Diluted weighted average common shares                              68,256             84,700
                                                                 =================  ================
</TABLE>

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

<PAGE>

               GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                              12 Weeks Ended
                                                                                    -----------------------------------
                                                                                        May 1,           April 25,
                                                                                         1999               1998
                                                                                    ----------------  -----------------

<S>     <C>    <C>    <C>    <C>    <C>    <C>
    Cash flows from operating activities:
    Net earnings                                                                       $   16,772         $   30,238
     Adjustments to reconcile net earnings to net cash provided by
       operating activities:
         Depreciation and amortization                                                     15,124             12,189
         Amortization of deferred financing fees                                              307                271
         Loss on disposal of fixed assets                                                     111                  -
         Increase in deferred taxes                                                           (44)                 -
         Other                                                                                 (1)                 1
         Change in operating assets and liabilities, net of acquisitions:
           Decrease (increase) in receivables                                               2,611             (9,020)
           Increase in inventories                                                         (4,461)           (30,331)
           Decrease (increase) in other assets                                                121             (1,302)
           Increase in accrued taxes                                                        5,511             14,500
           (Decrease) increase in accounts payable and accrued liabilities
                                                                                          (15,002)             6,897
           Decrease in other working capital items                                          3,550              3,420
                                                                                    ----------------  -----------------
             Total adjustments                                                              7,827             (3,375)
                                                                                    ----------------  -----------------
     Net cash provided by operating activities                                             24,599             26,863
                                                                                    ----------------  -----------------

    Cash flows from investing activities:
       Capital expenditures                                                               (17,988)           (27,115)
       (Increase) decrease in franchisee notes receivable                                  (2,006)               580
       Payments for franchise store acquisitions                                           (4,943)           (28,766)
       Net repayments (advances) on related party loan and investment in
         related party                                                                     18,778             (1,140)
                                                                                    ----------------  -----------------
    Net cash used in investing activities                                                  (6,159)           (56,441)
                                                                                    ----------------  -----------------

    Cash flows from financing activities:
       Net (repayments) borrowings on revolving credit facility                           (39,500)            20,800
       Increase (decrease) in book balance bank overdraft                                  20,360             (3,864)
       Decrease in capital lease obligations                                                 (202)              (331)
       Net proceeds from issuance of common stock                                           1,039              8,807
       Net proceeds from sale of put options                                                    -              4,218
       Decrease (increase) in deferred financing fees                                           1                 (1)
                                                                                    ----------------  -----------------
     Net cash (used in) provided by financing activities                                  (18,302)            29,629
    Effect of exchange rate changes on cash                                                  (138)               (51)
                                                                                    ----------------  -----------------
    Net change in cash                                                                          -                  -
    Beginning balance, cash                                                                     -                  -
                                                                                    ================  =================
    Ending balance, cash                                                               $        -        $         -
                                                                                    ================  =================

    Supplemental disclosures of cash flow information:
       Cash paid during the period for:
         Interest                                                                      $   14,018        $     3,940
         Income taxes                                                                  $      248        $     3,959




</TABLE>

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


               GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                   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  as of May 1, 1999 and  February  6, 1999 and the  results  of
     operations  for the twelve weeks ended May 1, 1999 and April 25, 1998.  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.   These
     consolidated  financial  statements  should be read in conjunction with the
     financial  statements  and footnotes  included in the Company's 1998 Annual
     Report on Form 10-K for the  fiscal  year ended on  February  6, 1999 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 May 1, 1999 and April 25, 1998 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.   New  Accounting  Pronouncements.  In June 1998,  the  Financial  Accounting
     Standards Board ("FASB") issued Statement of Financial Accounting Standards
     ("SFAS")  No.  133  "Accounting  for  Derivative  Instruments  and  Hedging
     Activities,"  which  establishes  accounting  and  reporting  standards for
     derivative  instruments  and for hedging  activities.  It requires  that an
     entity  recognize all  derivatives  as either assets or  liabilities in the
     balance  sheet  and  measure  those  instruments  at fair  value,  with the
     potential effect on operations dependent upon certain conditions being met.
     The  statement  is  effective  for all  fiscal  quarters  of  fiscal  years
     beginning  after June 15, 1999.  Management  is currently in the process of
     evaluating what impact,  if any, the adoption of the statement will have on
     its financial position or results of operations when adopted.

3.   Cash. The Company utilizes a cash management system under which typically 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 May 1, 1999 and February 6, 1999, cash
     overdrafts of $22.4 million and $2.1 million,  respectively,  were included
     in  accounts  payable.  At May 1,  1999,  the  Company  had  $22.7  million
     available on its revolving  credit  facility  after  excluding $2.7 million
     restricted for letters of credit.

4.   Reclassifications.  Certain amounts reported in previously issued financial
     statements have been reclassified to conform to the 1999 presentation.

5.   Other  Comprehensive  Loss. Other comprehensive loss is shown net of income
     taxes. The income tax benefit related to items of other  comprehensive loss
     were $0.08 million and $0.05 million for the twelve weeks ended May 1, 1999
     and April 25, 1998, respectively.
<PAGE>

6.   Earnings Per Share.  Basic  earnings per common share are computed based on
     the weighted average common shares outstanding. Diluted earnings per common
     share are computed based on the weighted average common shares  outstanding
     plus  additional  shares  assumed to be outstanding to reflect the dilutive
     effect of common  stock  equivalents.  The  following  table sets forth the
     computation of basic and diluted earnings per share:
<TABLE>
<CAPTION>
                                                                                12 Weeks Ended

                                                                   ------------------------------------------

                                                                         May 1,               April 25,
                                                                          1999                  1998
                                                                   --------------------  --------------------
                                                                     (in thousands, except per share data)

<S>                                                                  <C>                    <C>
          Net earnings available for common shares                   $       16,772         $      30,238
                                                                   ====================  ====================

          Basic weighted average common shares                               67,842                82,424
                                                                   ====================  ====================

          Basic earnings per share                                   $         0.25         $        0.37
                                                                   ====================  ====================


          Basic weighted average common shares                               67,842                82,424

           Shares issuable from assumed conversion of dilutive
             stock options and exercise of put options                          414                 2,276
                                                                   ====================  ====================
          Diluted weighted average common shares                             68,256                84,700
                                                                   ====================  ====================

          Diluted earnings per share                                 $         0.25         $        0.36
                                                                   ====================  ====================
</TABLE>

7.   Legal  Proceedings.  The Company and/or one of its  subsidiaries  (the "GNC
     Companies") are currently  named as defendants in  approximately 7 lawsuits
     in state and federal courts alleging  damages arising from the ingestion of
     products  containing  manufactured  L-Tryptophan  that were  processed  and
     distributed by the GNC Companies and other  non-related  companies prior to
     1990.  These lawsuits are all that remain of over 400 such actions  against
     the GNC Companies and the Company believes that like all that were resolved
     previously, the remaining cases will be resolved at no cost to the Company.
     The  cases  are  being  vigorously  defended  pursuant  to a joint  defense
     agreement (the "Agreement")  among Showa Denko America ("SDA") and numerous
     parties in the nutritional supplement industry who manufactured, processed,
     sold,  distributed  or bottled  L-Tryptophan.  SDA's  parent,  SHOWA  Denko
     ("SDK"),  was the manufacturer of the L-Tryptophan  that plaintiffs  allege
     caused their injuries. Pursuant to the Agreement, SDA has agreed to pay all
     legal fees incurred by the GNC Companies in the defense of these claims and
     to indemnify the GNC Companies against liability.

     By separate agreement,  SDK has unconditionally and irrevocably  guaranteed
     all obligations of SDA under the Agreement. In addition, the GNC Companies,
     with the other  signatories to the Agreement,  are  beneficiaries  of a $20
     million  letter of credit  delivered  to secure  SDA's  performance  of its
     obligations.

     The  Agreement  does  not  indemnify  the GNC  Companies  against  injuries
     proximately caused by them or against punitive,  exemplary or other damages
     attributable  to  their  intentional  misconduct.  Several  of the  pending
     actions seek such damages.  The GNC Companies  believe they have reasonable
     defenses to such  claims.  The GNC  Companies  also  believe  that they are
     entitled  to  indemnification  or  contribution  from other  parties to the
     pending  actions but,  pursuant to the  Agreement,  are not pursuing  those
     claims at this time.

     In the unlikely  event that the benefit of the  Agreement,  the guaranty by
     SDK and letter of credit were to be  unavailable,  the GNC  Companies  have
     product  liability  insurance which they believe provides  coverage for the
     L-Tryptophan  product  claims.  The damages  sought by the pending  actions

<PAGE>

     could exceed such  coverage in the  unlikely  event that damages were to be
     awarded  solely  against  the  GNC  Companies  and  no  indemnification  or
     contribution  by other  parties  was  awarded or  available.  Although  the
     outcome  of  litigation  is  uncertain,  management  of the  Company,  upon
     consultation  with counsel,  believes that the Company will not be required
     to make any material payments in connection with the remaining actions, and
     no provisions have been made in the  consolidated  financial  statement for
     any such possible loss.

     On June 24, 1996, a putative  class action,  Lavalla v. Lee et al, C.A. No.
     15080, was commenced against the Company and two directors and shareholders
     in the  Court of  Chancery  of the  State of  Delaware,  Newcastle  County,
     alleging  violations  of the  federal  securities  laws  arising out of the
     Prospectus  and  Registration  Statement  (the  "Prospectus")  for a public
     offering  of common  stock of the  Company  which took place on February 7,
     1996 (the "Public Offering"). The action was dismissed without prejudice on
     December  29,  1997  pursuant  to  the  parties'  stipulation.   The  named
     plaintiff,  Gaetan Lavalla,  subsequently became a named plaintiff in Klein
     et al v. General Nutrition Companies, Inc. et al, Civil Action No. 96-1455,
     another putative class action filed on August 2, 1996, in the United States
     District  Court  for  the  Western  District  of  Pennsylvania.  In  Klein,
     plaintiffs  asserted that the Company is liable for  violations of Sections
     11 and 12(a) 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 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 alleged 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.

     Defendants  moved  to  dismiss  the  Complaint  on  December  2,  1996  and
     plaintiffs  subsequently  filed an Amended  Complaint dated March 21, 1997,
     which among other things,  added Gaetan  Lavalla as a named  plaintiff.  On
     March 30, 1998,  the Court granted the motions of all defendants to dismiss
     the Amended  Complaint  with  prejudice.  On April 20, 1998, the plaintiffs
     filed a Notice of Appeal  with the United  States  Court of Appeals for the
     Third  Circuit.  The Company  disputes  the  allegations  contained  in the
     complaint and intends to defend the action vigorously.  The appeal has been
     fully  briefed and was argued on  December 2, 1998.  The appeal has not yet
     been decided.

     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.

8.   Inventories.  Inventories consist of the following:

<TABLE>
<CAPTION>
                                                                       May 1,           February 6,
                                                                        1999                1999
                                                                  -----------------   -----------------
                                                                             (in thousands)

<S>                                                                   <C>                <C>
          Product ready for sale                                      $   253,302        $   245,403
          Unpackaged bulk products and raw materials                       42,887             45,485
          Packaging supplies                                                3,224              3,437
                                                                  =================   =================
                                                                      $   299,413        $   294,325
                                                                  =================   =================
</TABLE>

9.   Supplemental  Cash Flow  Information.  The  Company  extended  net loans to
     executives  of $0.2  million  during  the  twelve  weeks  ended May 1, 1999
     related to the 1996 Management Stock Purchase Plan.
<PAGE>

10.  Business  Segment  Information.  Effective  February  6, 1999,  the Company
     adopted SFAS No. 131,  "Disclosures  about  Segments of an  Enterprise  and
     Related  Information."  Segment net revenues and operating earnings for the
     twelve week periods  ended May 1, 1999 and April 25,  1998,  consist of the
     following:

<TABLE>
<CAPTION>
                                               Manufacturing/Wholesale                 Corporate/        Consolidated
                                Retail                               Franchising         Other              Totals
                            ---------------    -----------------    --------------    -------------     ----------------
                                                                  (in thousands)

May 1, 1999
<S>                            <C>                 <C>                <C>               <C>                 <C>
   Net revenue                 $ 245,637.1         $  27,618.4        $  63,101.8       $      -            $ 336,357.3
   Operating earnings             23,218.6             9,254.9           15,483.7         (9,532.2)            38,425.0

April 25, 1998
   Net revenue                 $ 240,443.3         $  30,261.7        $  56,912.0       $      -            $ 327,617.0
   Operating earnings             35,149.8            14,280.3           13,038.8         (8,276.3)            54,192.6
</TABLE>

(a)  For all periods presented,  segment amounts, when aggregated,  agree to the
     Company's      consolidated     totals.      Intersegment     sales     for
     Manufacturing/Wholesale  are eliminated in  consolidation  of net revenues.

(b)  Intersegment sales from  Manufacturing/Wholesale  totaled $44.4 million and
     $58.4  million for the twelve  weeks ended May 1, 1999 and April 25,  1998,
     respectively. These sales are eliminated in consolidation of Net Revenues.

11.  Sale of Nature's  fresh  Northwest.  As part of the  Company's  strategy to
     re-focus on its core business,  on April 22, 1999,  the Company  executed a
     definitive  agreement to sell its Nature's fresh Northwest  gourmet grocery
     store chain to Wild Oats Markets, Inc. The Company expects to complete this
     transaction  during  the  second  quarter of 1999,  and will  reflect  such
     transaction in the Company's second quarter results.



<PAGE>

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


FORWARD-LOOKING STATEMENTS

This  quarterly  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 filings of the Company with the Securities and Exchange
Commission.

RESULTS OF OPERATIONS

Revenue

Consolidated  revenue for the twelve  week  period  ended May 1, 1999 was $336.4
million  representing  an  increase  of 2.7% from the same  period in 1998.  The
increase  results  primarily  from an  increased  number  of  company-owned  and
Franchise  stores operating during the first quarter of 1999 versus 1998. At May
1, 1999 and April 25, 1998, there were 2,726 and 2,336  company-owned  and 1,477
and 1,220 franchise stores in operation,  respectively. Below is a comparison of
revenue for each of the Company's businesses for the twelve weeks ended:

<TABLE>
<CAPTION>
                                                                 Consolidated Revenue
                                            ---------------------------------------------------------------
                                                                    12 Weeks Ended
                                            ---------------------------------------------------------------
                                               May 1,        % of Total      April 25,       % of Total
                                                1999           Revenue          1998           Revenue
                                            -------------   --------------  -------------  ----------------
                                            (in millions)                   (in millions)
<S>                                           <C>                   <C>      <C>                     <C>
         Retail                               $   245.7             73.0%    $   240.4               73.4%
         Franchising                               63.1             18.8%         56.9               17.4%
         Manufacturing/Wholesale                   27.6              8.2%         30.3                9.2%
                                            =============   ==============  =============  ================
         Total                                $   336.4            100.0%     $  327.6              100.0%
                                            =============   ==============  =============  ================
</TABLE>

     Retail  Revenue.  Domestically,  the  Company's  products  are sold through
retail stores operating primarily under the General Nutrition Centers(R) and GNC
Live  Wel(TM)  store names ("GNC  stores").  Internationally,  products are sold
through retail outlets  operating  under the names of Health and Diet Centres(R)
and General  Nutrition  Centres(R) in the United  Kingdom and Canada.  Presented
below is a summary of retail revenue and corresponding store information:

<TABLE>
<CAPTION>
                                               Retail Revenue for the                           Company-owned
                                                   12 Weeks Ended                           Store Locations as of
                              ---------------------------------------------------------  -----------------------------
                                              % of Retail                  % of Retail
                                 May 1,                      April 25,                      May 1,        April 25,
                                  1999          Revenue         1998         Revenue         1999            1998
                              -------------   ------------  ------------- --------------  -------------   ------------
                              (in millions)                 (in millions)

<S>                             <C>                 <C>      <C>                 <C>           <C>            <C>
 GNC stores                     $    218.6          89.0%    $    218.5          90.9%         2,552          2,204
 Other domestic stores                16.6           6.7%          15.0           6.2%            28             44
 International stores                 10.5           4.3%           6.9           2.9%           146             88
                              =============   ============  =============  ============  ==============  =============
                                 $   245.7         100.0%     $   240.4         100.0%         2,726          2,336
                              =============   ============  =============  ============  ==============  =============
</TABLE>

Revenue at domestic  GNC stores was flat for the twelve  weeks ended May 1, 1999
when compared to the same period in 1998.  For the same time period,  comparable
store sales  decreased 2% due to adjustments  made to better align the Company's
pricing on certain  sports  nutrition and commodity  vitamin  product to address
competitive pressures and one less Gold Card Promotion.  GNC had a net 56 new or
acquired store openings during the first quarter of 1999.
<PAGE>

The  Company  opened 7 new stores in  Canadian  markets  during the twelve  week
period ended May 1, 1999 for a total of 99.  Additionally,  the Company operates
44 stores in the United Kingdom.

As part of the Company's strategy to re-focus on its core business, on April 22,
1999,  the Company  executed a definitive  agreement to sell its Nature's  fresh
Northwest  gourmet  grocery store chain to Wild Oats  Markets,  Inc. The Company
expects to complete this transaction  during the second quarter of 1999, and, as
such, will reflect the gain on the sale in the Company's second quarter results.

     Franchising Revenue.  Revenue at Franchising is generated primarily through
sales of products to franchises at wholesale prices and royalties on franchises'
retail  sales.  Additional  revenue is generated  through the initial  franchise
license fee, sales of store fixtures and graphic materials,  as well as interest
income  earned for the  financing  of the  purchase of the store  including  the
initial stock of inventory.

Consolidated  revenue from  Franchising  increased by 10.9% to $63.1 million for
the twelve week period ended May 1, 1999 when  compared  with the same period in
1998.  This  increase is  primarily  the result of franchise  stores  comparable
stores sales increases of 2.1% and 18.4% at domestic and international franchise
stores, respectively.

The franchise program continued its growth potential as 22 more franchise stores
were  awarded in the twelve  week  period  ended May 1, 1999.  There are now 265
domestic and 468 international stores awarded or part of development  agreements
that have not yet been opened.

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

<TABLE>
<CAPTION>
                                                      Number of Operating Franchise Locations

                                                  May 1, 1999                        April 25, 1998
                                         -------------------------------     -------------------------------
         Franchise Locations               Domestic      International         Domestic      International
--------------------------------------   -------------   ---------------     -------------   ---------------

<S>                                            <C>                <C>              <C>                 <C>
At beginning of period                         1,226              196              1,074               151
Added during period                               64               12                 67                 7
Closed/converted during period                    21                -                 79                 -
                                         =============   ===============     =============   ===============
At end of period                               1,269              208              1,062               158
                                         =============   ===============     =============   ===============

Development agreements and    stores
awarded but not yet open                         265              468                436               409
</TABLE>

     Manufacturing/Wholesale  Revenue.  Revenue at  Manufacturing/Wholesale  was
$72.0 million for the twelve weeks ended May 1, 1999.  For the same time period,
revenue at the Company's  South Carolina  facility was $64.5 million or 89.6% of
total Manufacturing/Wholesale revenue.

<TABLE>
<CAPTION>
                                                    Manufacturing/Wholesale Revenue
                                        --------------------------------------------------------
                                                            12 Weeks Ended
                                        --------------------------------------------------------
                                           May 1,         % of         April 25,       % of
                                            1999          Total          1998          Total
                                        -------------  ------------   ------------  ------------
                                        (in millions)                (in millions)
<S>                                       <C>                <C>        <C>               <C>
                   Third party            $   27.6           38.3%      $  30.3           34.2%
                   Intercompany               44.4           61.7%         58.4           65.8%
                                        =============  ============   ============  ============
                   Total                  $   72.0          100.0%      $  88.7          100.0%
                                        =============  ============   ============  ============
</TABLE>


<PAGE>

For the twelve  weeks  ended May 1, 1999,  third  party and  intercompany  sales
decreased by $2.7 million and $14.0 million, respectively.  This decrease is due
primarily  to the  Company  shifting  production  capacity  from these  areas to
production  of inventory to meet the  Company's  obligations  under the Rite Aid
Agreement.  Intercompany  sales are eliminated  from the Company's  consolidated
revenue.



Analysis of Consolidated Operating Costs and Expenses

<TABLE>
<CAPTION>
                                                           12 Weeks Ended
                                                --------------------------------------
                                                     May 1,             April 25,
                                                      1999                1998
                                                ------------------  ------------------
                                                           (in thousands)


<S>     <C>    <C>    <C>    <C>    <C>    <C>
Cost of sales, including costs of
    warehousing, distribution and occupancy       $   222,088           $  195,852
Percent of net revenue                                   66.0%                59.8%

Selling, general and administrative               $     75,844          $   77,572

Percent of net revenue                                    22.5%               23.7%

Operating earnings                                $     38,425          $   54,193

Percent of net revenue                                    11.5%               16.5%
</TABLE>

Cost of sales  including  the cost of  warehousing,  distribution  and occupancy
increased as a percentage  of net revenue by 6.2% for the twelve weeks ended May
1, 1999 when  compared  with the same period in 1998.  The  increase  was caused
primarily by lower margins due to adjustments made to better align the Company's
pricing on certain sports  nutrition and commodity  vitamin  products to address
competitive  pressures,  as well as the  Company's  inability  to  leverage  its
occupancy costs due to the negative comparable store sales.

Selling,  general and administrative costs decreased $1.7 million for the twelve
weeks ended May 1, 1999 compared with the same period in 1998.  The decrease was
caused primarily by two factors: the Company's sponsorship of the Winter Olympic
Games in February 1998 and the impact of the Company's  strategic cost reduction
program which was completed during the third quarter of 1998.

Operating  earnings decreased by $15.8 million for the twelve weeks ended May 1,
1999  when  compared  to the same  period  in 1998.  This  decrease  was  driven
primarily by lower margins as discussed above.

Non-Operating Expense Analysis

Interest expense for the quarter  increased $6.5 million to $11.8 million,  when
compared to the same period in 1998.  The  increase in interest  expense was the
result of $379.0  million  of net  additional  borrowings  made  since the first
quarter of 1998 to repurchase Company stock, fund the Company's  franchise store
buyback  program,  and  build  the  new  manufacturing/distribution   center  in
Anderson,  South  Carolina  and a higher  average  interest  rate on the  credit
facility  which  was 6.54%  and  6.18% in the  first  quarter  of 1999 and 1998,
respectively.
<PAGE>


Review of Financial Condition
Analysis of Liquidity and Capital Resources

During  the  twelve  weeks  ended May 1,  1999,  the  Company's  cash flows from
operating,  investing and financing  activities as reflected in the Consolidated
Statements of Cash Flows is summarized as follows:

<TABLE>
<CAPTION>
                                                      12 Weeks Ended
                                           -------------------------------------
                                                May 1,            April 25,
                                                 1999                1998
                                           -----------------   -----------------
                                                      (in thousands)

Cash provided by (used in):
<S>                                          <C>                 <C>
    Operating activities                     $     24,599        $     26,863
    Investing activities                           (6,159)            (56,441)
    Financing activities                          (18,302)             29,629
    Effect of exchange rate                          (138)                (51)
        changes on cash
                                           =================   =================
Net change in cash                           $          -        $          -
                                           =================   =================
</TABLE>

     Operating Activities.  Cash provided by operating activities for the twelve
weeks  ended May 1, 1999 was $24.6  million  versus  $26.9  million for the same
period in 1998, a decrease of $2.3 million.  The decrease results primarily from
a $13.5 million decrease in net earnings.  This decrease was driven by decreased
margins due to the Company  revising its pricing strategy and only two Gold Card
promotions  for the twelve  weeks ended May 1, 1999  compared to three Gold Card
promotions for the twelve weeks ended April 25, 1998.

     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   the
manufacturing/distribution facilities. Capital expenditures for the twelve weeks
ended  May  1,  1999  were  $18.0  million,   which  results  from  spending  at
Manufacturing/Wholesale  related  to  the  construction  of a new  manufacturing
facility/distribution   center  in  Anderson,   South   Carolina.   This  amount
represented a decrease in capital expenditures for the twelve weeks ended May 1,
1999 of $9.1  million  or 33.7%  when  compared  to the same  period in 1998 due
primarily to the  Company's  accelerated  opening of new stores  program in 1998
which was not repeated in 1999. The Company  utilized $4.9 million for franchise
store  acquisitions  in the twelve  weeks  ended May 1, 1999  compared  to $28.8
million  in the same  period  in 1998,  as a result  of an  accelerated  buyback
program of existing franchise store locations in 1998. Additionally, the Company
received a $21.3 million  payment on a note  receivable from a related party and
made advances of $2.5 million to an  additional  related party during the twelve
weeks ended May 1, 1999.

     Financing Activities. Cash provided by financing activities decreased $47.9
million  for the twelve  weeks ended May 1, 1999 versus the same period in 1998.
During the first quarter of 1999,  the Company repaid a net $39.5 million on its
credit  facility while during the first quarter of 1998, the Company  borrowed a
net $20.8 million on its line of credit facility, primarily to fund the increase
in capital expenditures and franchise store acquisitions.  Additionally,  during
the first quarter of 1999, the Company's cash  overdraft  position  increased by
$24.2  million  over the first  quarter of 1998 and during the first  quarter of
1998,  the Company  received  proceeds of $4.2  million  through the sale of put
options.  At May 1,  1999,  the  Company  had  $22.7  million  available  on its
revolving credit facility after excluding $2.7 million restricted for letters of
credit.

Year 2000

     Year 2000. Reference is made to the Company's  explanation of its potential
exposures  that  could  result  from  the  failure  of  the  Company,  or of its
subsidiaries,  customers or suppliers, or of governmental bodies, to prepare for
so-called  Year 2000 (Y2K)  problems as discussed on pages 19 and 20 of its 1998
Form 10-K Annual Report.  The Company's  management  believes the explanation of
potential exposures continues to be appropriate.
<PAGE>

The Company is continuing  its ongoing  efforts to identify,  remediate and test
their systems, and consider contingency plans to deal with certain Y2K issues in
the event that remediation  efforts by themselves or others prove  unsuccessful.
The Company has used, and will continue to use,  principally  internal resources
for Y2K  modifications.  Management  currently  believes  that  the  total  cost
associated with required  modifications  to become Y2K compliant will not have a
material  adverse impact on its business,  results of  operations,  liquidity or
financial condition.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The analysis of market risks  presented on page 21 of the Company's  1998 Annual
Report on Form 10-K is not updated here  inasmuch as  management  believes  that
there has not been any  significant  changes in such  exposures.  The  Company's
primary significant market risk exposure continues to be interest rate risk.
<PAGE>


PART II. - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

          There have been no material  developments in the matters  disclosed or
          incorporated by reference in Part I Item 3 LEGAL  PROCEEDINGS,  of the
          Company's  Annual  Report  on Form  10-K  for the  fiscal  year  ended
          February 6, 1999.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          (23) Interim review report of the Company's  independent  accountants,
               Deloitte & Touche LLP, for the fiscal quarter ended May 1, 1999

          (23.1)  Letter  in  lieu  of  consent  of  the  Company's  independent
               accountants,  Deloitte & Touche LLP, for the fiscal quarter ended
               May 1, 1999 (27) Financial Data Schedule

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

<PAGE>




                                       SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned 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, 1999

<PAGE>

                                                                     EXHIBIT  23





INDEPENDENT ACCOUNTANTS' REPORT

To The Board of Directors and Shareholders of
General Nutrition Companies, Inc.
Pittsburgh, Pennsylvania

We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  General
Nutrition  Companies,  Inc.  and  subsidiaries  as of May 1, 1999,  the  related
consolidated  statements of earnings and comprehensive income and cash flows for
the  twelve  weeks  ended  May 1,  1999 and  April  25,  1998.  These  financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to such consolidated  financial  statements for them to be in conformity
with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the consolidated balance sheet of General Nutrition Companies,  Inc.
and subsidiaries as of February 6, 1999, and the related consolidated statements
of earnings and comprehensive  income,  stockholders' equity, and cash flows for
the year then ended (not  presented  herein);  and in our report  dated March 3,
1999 (April 22, 1999 as to Note 19 to the consolidated financial statements), we
expressed an unqualified opinion on those consolidated financial statements.  In
our opinion, the information set forth in the accompanying  consolidated balance
sheet as of February 6, 1999 is fairly  stated,  in all  material  respects,  in
relation to the consolidated balance sheet from which it has been derived.



Deloitte & Touche LLP

Pittsburgh, Pennsylvania
May 17, 1999
<PAGE>



                                                                    EXHIBIT 23.1


June 10, 1999

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

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 twelve
weeks 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  Registration  Statement  Nos.  33-58096,  33-68590,  33-93370,
333-00128, and 333-21397 on Form S-8.

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.




Deloitte & Touche LLP
Pittsburgh, Pennsylvania
<PAGE>