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 October 12, 1996.

                               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.)

     921 Penn 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 November 19, 1996, the number of shares outstanding of
the registrant's common stock was 82,299,916.










                  GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                                                
                                                                
                                                         Oct. 12,     Feb. 3,
(In thousands, except share data)                          1996        1996
                                                              
ASSETS                                                        (unaudited)
Current Assets:                                          
  Restricted cash                                           930         961
  Receivables                                            49,955      38,292
  Inventories                                           184,375     147,723
  Deferred taxes                                          9,757       9,647
  Other current assets                                   15,378      13,699
     Total current assets                               260,395     210,322
                                                            
  Property, plant and equipment, net                    157,296     145,969
                                                            
  Other assets                                           37,116      28,515
                                                            
  Deferred financing fees, net of accumulated                    
    amortization of $1,312 and $889                       3,268       3,141
                                                            
  Goodwill, net of accumulated amortization of                   
    $53,187 and $46,667                                 258,712     295,865
                                                                


                                                        716,787     683,812
                                                                
                                                                
LIABILITIES AND SHAREHOLDERS' EQUITY                            
Current Liabilities:                                            
  Accounts payable                                       83,685      75,905
  Accrued salaries, wages, vacations and                       
   related taxes                                         14,919      18,225
  Accrued income taxes                                    3,904       4,465
  Accrued interest                                          855         492
  Other current liabilities                              52,900      36,127
  Redeemable preferred stock                                930         961
  Long-term debt, current portion                           997      21,466
     Total current liabilities                          158,190     157,641
                                                            
  Long-term debt                                        310,379     197,006
                                                            
  Deferred taxes on income                                2,704       2,508
                                                                
  Commitments and contingencies                              -           -
                                                                
  Shareholders' Equity:                                         
  Common stock, $.01 par value:                                 
    Authorized 200,000,000 shares,                                  
    issued and outstanding, including shares 
    in treasury, 90,662,879 shares at
    October 12, 1996 and 87,744,019 shares     
    at February 3, 1996                                    907          877

  Additional paid-in capital                           304,530      253,521
  Stock options outstanding                              3,755        4,769
  Currency translation adjustment                         (139)        (102)
  Accumulated earnings                                  53,761       67,592
                                                            
Less Treasury stock, at cost (7,610,700                     
  shares at October 12, 1996)                         (117,300)          -
                                                               
         
                                                       245,514      326,657
                                                                
                                                                
                                                       716,787      683,812
                                                                
                                                                
                                                                
Notes to Consolidated Financial Statements are an integral part of these
statements.



                                                         
               GENERAL NUTRITION COMPANIES,INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF OPERATIONS
                               (Unaudited)
                    (In thousands, except per share data)
                                                         
                                                         
                                     12 Weeks Ended        36 Weeks Ended
                                                                  
                                   Oct. 12,   Oct. 14,     Oct. 12,   Oct. 14,
                                     1996       1995         1996      1995
                                                                  
Net revenue                         226,622   193,546      674,539    579,958
Cost of sales, including                                           
  costs of warehousing,                                                 
  distribution and occupancy        139,723   118,350      417,707    353,274
Selling, general and                                              
  administrative                     50,909    41,981      147,184    127,518
Amortization of goodwill              2,129     1,996        6,520      5,828
Restructuring charge                    -          -        80,243        -
Operating earnings                   33,861    31,219       22,885     93,338
Interest expense                      4,438     4,218       10,761     14,648
Earnings before                                            
  income taxes                       29,423    27,001       12,124     78,690
Income taxes                         11,553    11,112       25,955     32,553
Net earnings (loss)                  17,870    15,889      (13,831)    46,137
                                                                  
                                                                  
Primary earnings (loss)                                           
  per share                           0.21      0.18        (0.16)     0.55
                                                                  
Average number of shares                                          
  outstanding                        84,570   89,346       86,364      83,506
                                                                  
Fully diluted earnings                                            
  (loss) per share                    0.21      0.18        (0.16)     0.52
                                                                  
Average number of shares                                          
  outstanding                       84,997    90,196       86,364      90,084
                                                            
                                                            
Notes to Consolidated Financial Statements are an integral part of these
statements.




                GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
                                                           
                                                               
                                                      36 Weeks      36 Weeks
                                                        Ended        Ended
                                                     October 12,   October 14,
(In thousands)                                          1996          1995
                                                               
                                                               
Cash flows from operating activities:                          
    Net earnings (loss)                                (13,831)      46,137

    Adjustments to reconcile net (loss)                        
      earnings to net cash provided by                        
      operating activities:                                    

        Depreciation and amortization                   27,618       20,970
        Amortization of deferred financing fees            423          399
        Restructuring charge                            80,243           -
        Other, principally loss on                            
          disposal of fixed assets                         377        1,026

         Change in operating assets and liabilities:                          
           (Increase) decrease in receivables           (10,284)        868
           Increase in inventories                      (41,724)    (17,540)
           (Increase) decrease in other assets             (272)        299
           (Decrease) increase in accrued taxes            (561)     11,904
           Increase in accounts payable and
             accrued liabilities                         16,879      23,783
           (Decrease) increase in other                        
              working capital items                      (5,553)      4,592
                                                               
                  Total adjustments                      67,146      46,301
                                                      
         
Net cash provided by operating activities                53,315      92,438
                                                      
                                                                   
Cash flows from investing activities:                          
    Capital expenditures                                (42,792)    (34,319)
    Increase in franchisee notes receivable              (5,582)     (3,980)
    Payments for store acquisitions                      (4,529)     (4,439)
    Payments made for acquisitions, net of
      cash acquired                                     (10,636)         _
    Loan to related party                                (3,536)         -

Net cash used in investing activities                   (67,075)    (42,738)
                                                               
                                                               
                                                               
Cash flows from financing activities:                          
    Net borrowings (payments) on revolving
      credit facility                                   126,401    (40,700)
    Retirement of long-term debt                        (34,001)   (12,000)
    Decrease in capital lease obligations                (1,222)    (1,322)
    Redemption of redeemable preferred stock                (31)      (100)
    Net proceeds from issuance of common stock           40,469      1,918
    Exercise of warrants to purchase common stock           -        3,171
    Net payments for treasury stock                    (117,300)       -
    Increase in deferred financing fees                    (550)       -

Net cash provided by (used) in financing activities      13,766    (49,033)


Effect of exchange rate changes on cash                     (37)       -
Net (decrease) increase in cash                             (31)       667
Beginning balance, cash                                     961      1,095
Ending balance, cash                                        930      1,762
                                                      
                                                               
Supplemental disclosures of cash flow information:
  Cash paid during the period for:                          
    Interest                                             10,277     13,666
    Income taxes                                         25,076     20,921
                                                               
                                                               


Non-cash transactions:

  (a) In August 1995, the Company converted $40 million of its junior
      subordinated debt into approximately 8.2 million shares of common stock
      at a rate of $4.88.

  (b) On August 17, 1996, $9.2 million of common stock was issued in
      connection with the acquisition of Nature's Fresh Northwest, Inc.



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 the 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  October
     12,  1996  and  February 3, 1996 and the results of  operations
     for  the twelve and thirty-six weeks ended October 12, 1996 and
     October  14,  1995.  All such adjustments are of a  normal  and
     recurring  nature except for the restructuring charge discussed
     in Note 7.

     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 1995  Annual
     Report  and  Annual  Report on Form 10-K for  the  fiscal  year
     ended  on  February  3,  1996 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 and thirty-six weeks ended October 12, 1996 and
     October  14,  1995  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.   Accounting  Changes.  In October 1995, the Financial Accounting
     Standards   Board  issued  Statement  of  Financial  Accounting
     Standards   (SFAS)   No.  123,  "Accounting   for   Stock-Based
     Compensation."  This standard is effective in  1996.   The  new
     standard  defines a fair value method of accounting  for  stock
     options  and similar equity instruments.  Pursuant to  the  new
     standard, companies are encouraged, but not required, to  adopt
     the  fair  value method of accounting for employee  stock-based
     transactions.   Companies  are also permitted  to  continue  to
     account  for  such  transactions  under  Accounting  Principles
     Board Opinion ("APBO") No. 25, "Accounting for Stock Issued  to
     Employees," but would be required to disclose in a note to  the
     financial  statements  pro forma net income  and  earnings  per
     share  as  if  the  Company  had  applied  the  new  method  of
     accounting.   The  Company has elected not to  adopt  the  fair
     value   method   of   accounting   for   employee   stock-based
     transactions   and   will  continue   to   account   for   such
     transactions under the provisions of APBO No. 25.

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 October 12, 1996,  and  February  3,
     1996,   cash  overdrafts  of  $6.8  million  and  $8.9  million
     respectively,  were included in accounts payable.   At  October
     12,  1996,  the  Company  had $89.2 million  available  on  its
     revolving   credit  facility  after  excluding   $3.1   million
     restricted for letters of credit.

4.   Reclassifications.   Certain  amounts  reported  in  previously
     issued  financial statements have been reclassified to  conform
     to the 1996 presentation.

5.   Inventories.  Inventories consist of the following:



                                                   October 12,    February 3,
                                                      1996           1996
                                                              
                                                          (In thousands)
                                                                 
    Product ready for sale                       $  153,384   $  122,666
    Unpackaged bulk product and raw materials        27,672       21,678
    Packaging supplies                                3,319        3,379
                                                                 
                                                 $  184,375    $ 147,723




6.   Legal.   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 Annual Report on Form 10-K  for  the
     fiscal year ended February 3, 1996.

     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 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.   The  Company
     disputes the allegations contained in the complaint and intends
     to defend the  action vigorously.  This action has been  stayed
     pending resolution of the Klein, et al. Case referred to below.

     On August 2, 1996, an action was commenced against  the Company
     in  the  United  States  District Court  for  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   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.      


7.   Restructuring Charge.  During the second quarter of  1996,  the
     Company  recorded  a  restructuring  charge  of  $80.2  million
     ($68.8  million after tax).  The charge recorded by the Company
     related  to  the  write-off of goodwill,  property,  equipment,
     inventories,  and  other  assets associated  with  management's
     decision  to  discontinue the Nature Food Centres (NFC)  retail
     concept.   The  charge for NFC of $66.7 million included  $52.6
     million  of  goodwill.   The remaining  $13.5  million  of  the
     recorded  charge  relates  to  unproductive  General  Nutrition
     Centers  (GNC) assets, primarily inventory relating to  Natural
     Solutions  cosmetic  and  other products, fitness  and  apparel
     products, all of which will be discontinued, as well as  excess
     costs resulting from retrofitting the Alive prototype store.

8.   Subsequent  Events.   On October 25, 1996,  the  Company's
     shareholders approved the adoption of the Company's  1996  Long
     Term  Incentive Program which included the 1996 Management  and
     Director  Stock Purchase Plan (the "Stock Purchase  Plan")  and
     the  1996  Management  and Director  Stock  Option   Plan  (the
     "Stock  Option  Plan"). 

     Under the  Stock Purchase  Plan, participants  are permitted to
     purchase shares of the Company's common stock  at a price equal
     to 80 % of the average market price of the  common stock during
     certain   specified   periods.   The   Company   will recognize
     compensation expense in  periods in which shares are  purchased
     under the Stock Purchase  Plan in the amount by which the  fair
     market value per  share of the  Company's common  stock at  the
     time of such purchase  exceeds  the  purchase price  per  share
     under the plan. The maximum number of shares which participants
     are permitted to purchase under the plan is twice their  annual
     compensation or director fees, as the case may be.  Non-officer
     participants  may   participate  to  one  times  their   annual
     compensation.  The Company may extend loans to participants for
     up to 50 % of the amount necessary to purchase the shares under
     the plan and the applicable withholding tax, provided  that  no
     participant shall borrow more  than  an  amount  equal to  such
     participant's  annual  base  salary.  Any such loans would bear
     interest at 6 % per annum and are secured by the  common  stock
     purchased by the participant. The Company will forgive the loan
     in  the  event  the market price of the Company's common  stock
     appreciates by at least 25 % or more over the base market price
     of the common  stock in each of the four years  commencing from
     the date of grant of such loan.  To the  extent that such loans
     are not forgiven, they are required to be repaid at the earlier
     of  termination of  employment  or expiration  of the four year
     period.
          
     Under  the  Stock Purchase Plan, a total of 1.0 million  shares
     have  been reserved for issuance.  On October 25, 1996, 535,028
     shares  were  purchased  under  the  Stock  Purchase  Plan  for
     approximately $6.7 million, 80% of the average market price  of
     the  common  stock.  The Company extended loans in  the  amount
     of $4.1 million in connection with such purchase.  The  Company
     will  record $3.4 million in compensation expense in the fourth
     quarter  in connection with the discount from the market  price
     of the common stock.

     Under  the  Stock  Option Plan, a total of 5.0  million  option
     shares  have  been reserved for issuance.  Of the  5.0  million
     shares,   2.5  million  are  initially  available   for   grant
     thereunder,  and 2.5 million shares will become  available  for
     grant  if  the  market  price of the  Company's  stock  reaches
     predetermined  levels on or prior to August 22,  2000.   Option
     shares  vest  under the Stock Option Plan on both a  daily  and
     annual  basis over a four year period.  The Company has granted
     2.225  million  option shares at an exercise  price  of  $15.50
     which   was  less  than  the  market  value  on  the  date   of
     shareholder  approval of the Long Term Incentive Program.   The
     Company  will  record $7.5 million in compensation  expense  in
     the fourth quarter related to such grant.

     At  November 22, 1996, and subsequent to the close of the third
     quarter,  the  Company had repurchased 1.43 million  shares  of
     its  common  stock  for $25.58 million at an average  price  of
     $17.92  per  share.  The Board of Directors of the Company  has
     authorized  up  to  $150.0 million of the  Company's  stock  be
     repurchased.



PART 1.   FINANCIAL INFORMATION


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


RESULTS OF OPERATIONS

     Revenue.  Consolidated revenue for the twelve and thirty-six
weeks  ended  October  12,  1996 was $226.6  million  and  $674.5
million,  respectively.  This represents  an  increase  of  $33.1
million and $94.5 million or 17.1% and 16.3%, respectively,  when
compared with the same periods of 1995.  Below is a comparison of
revenue  for each of the Company's businesses for the twelve  and
thirty-six week periods:


                                   Consolidated Revenue


                        12 weeks           % of        12 weeks         % of
                          Ended           Total         Ended          Total
                      Oct. 12, 1996      Revenue    Oct. 14, 1995     Revenue

(In millions)

Retail                  $  165.9           73.2 %       $  148.2       76.6 %
Franchising                 42.7           18.8             34.8       18.0  
Manufacturing               18.0            7.9             10.5        5.4

Total                   $  226.6          100.0 %       $  193.5      100.0 %




                        36 weeks           % of        36 weeks        % of  
                          Ended           Total          Ended        Total
                      Oct. 12, 1996      Revenue     Oct. 14, 1995   Revenue

(In millions)

Retail                  $  493.9           73.2 %       $  452.6       78.0 % 
Franchising                128.6           19.1             99.2       17.1    
Manufacturing               52.0            7.7             28.2        4.9

Total                   $  674.5          100.0 %       $  580.0      100.0 % 




      Retail  Revenue.  The Company currently sells its  products
through  retail  outlets operating under  the  General  Nutrition
Centers  (GNC),  Nature  Food  Centres  (NFC),  Health  and  Diet
Centres  (HDC) ,  Amphora  (AMP)  and  newly  acquired   Nature's
Fresh  Northwest (NAT) names.  Below is a summary of  revenue  by
retail name.



                             Retail Revenue


                            12 weeks        % of       36 weeks        % of 
                              Ended        Total         Ended        Total
                          Oct. 12, 1996   Revenue    Oct. 12, 1996   Revenue  

(In millions)

General Nutrition Centers    $ 149.5       90.1 %       $ 455.4        92.2 % 
Nature Food Centres              7.7        4.6            25.3         5.1
Health and Diet Centres          2.3        1.4             6.8         1.4
Nature's Fresh Northwest         6.4        3.9             6.4         1.3 
Amphora                           -          -               -           -

Total                        $  165.9     100.0 %       $  493.9      100.0 %   



Sales  at GNC increased  7.5% and 7.4% for the twelve and thirty-
six  weeks  ended October 12, 1996 when compared  with  the  same
periods in 1995.  Comparable stores sales in GNC stores decreased
by  .6% in the third quarter when compared with the third quarter
of  1995,  the continuing result of reduced sales of weight  loss
products  and  the  negative  publicity  associated  with  herbal
products   containing  Ephedrine.   Future   regulatory   actions
concerning  these products could further affect comparable  store
sales in both Company and franchise stores.


NFC  stores,  as discussed in the second quarter, are  no  longer
part of the Company's long-term strategy and are being closed  or
converted  to  GNC  stores.  At October 12, 1996  there  were  84
stores operating.

The   Company's  HDC  stores  in  the  United  Kingdom   reported
comparable  stores  sales  in the third  quarter  of  11.5%  when
compared with the same period in 1995.  At October 12, 1996 there
were 20 HDC stores operating.

NAT  is  a  6-store  natural food grocery chain  located  in  the
northwest United States.  NAT was acquired on August 17, 1996.

      Franchising  Revenue.  Revenue from the  franchise  segment
increased 22.4% and 29.7% respectively, for the twelve and thirty-
six  weeks  ended October 12, 1996, when compared with  the  same
periods  in 1995.  The increased revenue continued to  be  driven
primarily  from  new store openings, 63 for the quarter,  coupled
with  comparable  store  sales increases averaging  6.2%  in  the
franchise retail sales.  Product sales at wholesale and royalties
on  retail  sales,  representing the core  of  franchise  ongoing
revenue, comprised 88.9% and 90.7% of total franchise revenue  in
the  twelve  and thirty-six weeks ended October  12,  1996.   The
remaining  revenue included sales of stores, fixtures,  franchise
award  fees and interest income on franchise accounts receivable.
Franchise  retail  sales were $80.3 million and  $238.9  million,
respectively, for the twelve and thirty-six weeks ending  October
12,  1996, an increase of 22.6% and 25.4% when compared with  the
same  periods  in  1995.  At October 12, 1996, there  were  1,120
franchise  stores  operating compared with 890  franchise  stores
operating at October 14, 1995.  In addition, at October 12, 1996,
there  were  615  development agreements  outstanding  for  which
stores are not yet opened.  For the thirty-six week period  ended
October 12, 1996, the Company awarded 68 new franchise stores.

The franchise operating stores are categorized as follows:


    
                                            October 12,       October 14,
                                               1996              1995

    Operating Franchise Stores:                      
       Domestic                               1,003              793
       International                            117               97
                                              
                                              1,120              890
                                              



      Manufacturing  Revenue.  Total revenue  from  manufacturing
increased  72.7%  and  84.7% in the twelve and  thirty-six  weeks
ended  October  12, 1996 when compared with the same  periods  in
1995.  Manufacturing revenue includes both intersegment sales and
Health   &  Diet  Foods  (HDF),  the  Company's  United   Kingdom
manufacturing business.  Third party sales increased 71.4% in the
third  quarter  when compared with 1995.  The sales  increase  is
attributed  to  increased demand for commodity vitamins  and  the
addition  of  $2.6 million from HDF.  The Health and Diet  Group,
Ltd.,  was  acquired  in the 4th quarter of  1995.   Intersegment
sales grew by 19.8% in the third quarter versus the third quarter
of  1995  to support the continuing stores expansion program  and
the  increased number of new products developed in 1996 versus  a
year ago.


<TABLE>
<CAPTION>
                                
                                Analysis of Operating Costs and Expenses
                                
                    
                                12 Weeks          12 Weeks          36 Weeks          36 Weeks
                                  Ended             Ended             Ended             Ended
                               October 12,       October 14,       October 12,       October 14,
                                  1996              1995              1996              1995        

                                                     (In thousands)
                                                                                          
<S>                                
Cost of sales, including
 costs of warehousing,         <C>               <C>               <C>               <C>   
 distribution and occupancy    $ 139,723         $ 118,350         $ 417,707         $ 353,274   
Percent net revenue               61.7 %            61.1 %            61.9 %            60.9 % 


Selling, general and
 administrative                $  53,038         $  43,977         $ 153,704         $ 133,346       
Percent net revenue               23.4 %            22.7 %            22.8 %            23.0 %     


Restructuring charge           $    -            $     -           $  80,243         $    -     
Percent net revenue                 -                  -              11.9 %              -  

Operating earnings             $  33,861         $  31,219         $  22,885         $  93,338 
Percent net revenue               14.9 %            16.1 %             3.4 %            16.1 %                   
                                
                                
</TABLE>
                                                                             
                                                                
                                
Cost  of  sales, including the cost of warehousing,  distribution
and occupancy increased as a percentage of net revenue by .6%  to
61.7%  in the third quarter of 1996, when compared with the  same
quarter  in  1995.   The cost increase as  a  percentage  of  net
revenue  is a direct result of fixed occupancy charges in retail,
coupled  with  lower  retail  sales volume.  Total  retail  sales
increased  11.9% in the third quarter versus the same  period  in
1995,  while  occupancy costs increased 15.0%.  Also contributing
to  the  increase in cost of sales as a percentage of net revenue
is  the  increase  in  revenue of the  lower  margin  businesses,
franchising and manufacturing, and the newly acquired  NAT.   The
impact  of  cost  of sales as a percentage of  net  revenue  will
continue to increase as these lower margin businesses continue to
increase as a percentage of total revenue.

      Selling, general and administrative costs increased in  the
third  quarter as a percentage of net revenue when compared  with
the  same  quarter  in  1995 by .7%.  The increase  is  primarily
attributable  to  advertising expenses of $10.2 million  for  the
third quarter of 1996 versus $7.6 million for the same quarter in
1995.  The Company was able to control other expenses despite the
growth in retail sales volume.

      During  the second quarter of 1996, the Company recorded  a
restructuring charge of $80.2 million ($68.8 million after  tax).
The  charge  recorded by the Company related to the write-off  of
goodwill, property, and equipment, inventories, and other  assets
associated  with  the  decision to  discontinue  the  NFC  retail
concept.    The  charge  recorded  was  to  adjust  for   certain
unproductive  assets, the majority of which  are  in  the  retail
business segment.  (See Note 7 of Notes to Consolidated Financial
Statements)



Non-Operating Income (Expense) Analysis

      Interest expense for the quarter increased to $4.4 million,
or  5.2%  when compared to the same period in 1995.  The increase
in  interest  expense  for the quarter  was  the  result  of  the
repurchase  of  $117.3  million of the  Company's  common  stock,
financed  by  the  Company's revolving line of  credit  facility.
Interest expense for the duration of the year will remain  higher
than  the  previous year as a result of the additional borrowings
to finance the stock repurchases.

For  the thirty-six week period ending October 12, 1996, interest
expense declined to $10.7 million, a 26.5% decrease when compared
to  the same period in 1995.  The decline in interest expense for
the  thirty-six  week period ending October 12, 1996  versus  the
same period in 1995 is the result of two events.  First, early in
the  first quarter of 1996, the Company amended and restated  the
existing  credit  agreement  providing  for  a  revolving  credit
facility with reduced interest rates which are based on prime  or
Eurodollar  rates  plus an add on margin of  .5%.   Secondly,  in
February 1996, the Company sold approximately 1.6 million  shares
of  common stock and repaid $34.0 million on its bank term  loan.
These  two  events offset the increase related to the  additional
borrowings to finance the stock repurchases.




Review of Financial Condition
Analysis of Liquidity and Capital Resources

      In  the  first  thirty-six weeks  of  1996,  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:




                                                  36 Weeks        36 Weeks
                                                    Ended           Ended
                                                 October 12,     October 14,
                                                    1996             1995

                                                        (In thousands)

Cash provided by (used in)                                 
  Operating activities                          $  53,315         $  92,438
  Investing activities                            (67,075)          (42,738)
  Financing activities                             13,766           (49,033)
  Effect of exchange rate changes on cash             (37)              -  
Net (decrease) increase in cash                 $     (31)        $     667
                                                           



       Operating   Activities.   Cash   provided   by   operating
activities,  although favorable at $53.3 million for the  thirty-
six  weeks ended October 12, 1996, was 42.3% less than  the  same
period  in  1995.   The  decline in cash  provided  by  operating
activities  is  primarily attributable to  the  increase  in  the
inventory  levels  of the Company as discussed  below.   For  the
thirty-six  weeks ended October 12, 1996, net earnings,  adjusted
for  non-cash charges and before changes in operating assets  and
liabilities,  increased to $94.8 million, an  increase  of  38.4%
when compared to $68.5 million in the same period in 1995.

Changes in operating assets and liabilities include increases  in
accounts  receivable, inventories, accounts payable  and  accrued
liabilities.   The $10.3 million increase in accounts  receivable
is  mainly  attributable  to the increase  in  product  sales  to
domestic  franchisees as well as the increase in  the  volume  of
third  party  product  sales  at  manufacturing.   Increases   in
inventory levels of $41.7 million were generated primarily  as  a
result  of  new  store  expansion requirements,  the  buildup  of
inventory  levels due to seasonal requirements, and the  stocking
of  the  Company's new full line distribution center  located  in
Phoenix,  Arizona.  The increase in accounts payable and  accrued
liabilities  of  $16.9 million is the result of the   buildup  of
inventory   levels   due  to  seasonal  requirements   and    the
restructuring charge for NFC recorded during the 12  week  period
ending July 20, 1996.

     Investing Activities.  The primary use of funds in both 1995
and  1996  was  for  capital expenditures.  The Company  incurred
capital expenditures of approximately $42.8 million in the  first
three  quarters of 1996 versus $34.3 million in the  first  three
quarters of 1995.

In  1996, approximately $31.2 million of these expenditures  were
used  to finance the Company's store expansion program and  $11.0
million  was  used to add additional capacity to the distribution
and manufacturing facilities.  Notes receivable from the sale  of
stores  to  franchisees  and Company purchases  of  franchise  or
independently  owned stores were $10.1 million and $8.4  million,
respectively for the thirty-six weeks ended October 12, 1996  and
October   14,  1995.   The  Company  anticipates  total   capital
expenditures of approximately $63 million in 1996.

In  1996,  the Company expended $10.6 million in connection  with
the   acquisitions  of  two  new  subsidiaries,  Nature's   Fresh
Northwest and Amphora.

     Financing Activities.  In the thirty-six weeks ended October
12,  1996, the Company repaid $34.0 million on its bank term loan
with  funds  received  from  the  sale,  in  February  1996,   of
approximately  1.6  million shares of  its  common  stock  at  an
average  price of approximately $20.75 per share.   In  addition,
the   Company  borrowed  approximately  $117.3  million  on   its
revolving credit facility to repurchase approximately 7.6 million
shares  of  its common stock at an average of $15.41  per  share.
The  Company  also  sold  European put  options  to  purchase  an
additional  2.0 million shares of its common stock at an  average
net  price  of $16.33  per share  expiring  on  various  dates in
October 1996.  All  put  options have expired and the Company was
not required  to  purchase  additional  shares  of its own common
stock.  At  October 12,  1996,  the  Company  had  $89.2  million
available  on  its revolving credit facility.






PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings

           See  Note  6 to the Notes to Consolidated Financial Statements.
           See also Note 6 in the Company's Quarterly Report on Form 10-Q
           for the 12 weeks ended July 20, 1996.



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 third 
                    fiscal  quarter ended October 12, 1996 is attached.

          (23.1)    Letter in lieu of consent of the Company's independent
                    accountants, Deloitte & Touche  LLP, for the third
                    fiscal  quarter ended October 12, 1996 is attached.

          (27)      Financial Data Schedule is attached.


                    No current reports on Form 8-K were filed during the
                    third 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: November 25, 1996