13

                                
                                
               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 July 19, 1997.

                               OR

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


Commission file number 01-19592


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

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

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

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


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


      As of August 27, 1997, the number of shares outstanding  of
the registrant's common stock was 80,942,460.

PART 1 - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

              GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                                                   
                       Consolidated Balance Sheets
                  (in thousands, except per share data)
                  
                                            July 19,  February 1,              
                                              1997       1997
                                          (unaudited)
                                          ----------------------- 
ASSETS                                   
Current Assets:                                       
   Receivables                             $  63,282   $ 58,711
   Inventories                               207,550    198,361
   Deferred tax assets                        18,904     18,903
   Other current assets                       12,430     17,498
     Total current assets                    302,166    293,473
                                                              
Property, plant and equipment, net           180,199    175,352
Other assets                                  52,975     44,891
Deferred financing fees, net of                               
  accumulated amortization of $2,013 
  and $1,538                                   4,343      3,066
Goodwill, net of accumulated amortization                      
  of $57,736 and $52,907                     263,071    263,060
                                            $802,754   $779,842
                                                              
LIABILITIES AND SHAREHOLDERS' EQUITY                          
Current Liabilities:                                          
   Accounts payable                         $ 68,935   $ 79,958
   Accrued salaries, wages, vacations and                     
     related taxes                            19,115     17,198
   Accrued income taxes                        8,505      7,008
   Other current liabilities                  56,256     54,637
   Long-term debt, current portion               970        984
     Total current liabilities               153,781    159,785
                                                              
Long-term debt                               382,135    377,885
Deferred tax liabilities                       1,479      1,462
Commitments and contingencies                      -          -
Minority interest                                373        487
Put options                                   42,500          -
                                                              
Shareholders' Equity:                                         
   Common stock, $.01 par value:                              
     Authorized 200,000,000 shares,                          
     issued and outstanding, including
     shares in treasury, 92,505,372                         
     shares at July 19, 1997 and
     91,287,289 shares at February 1, 1997       925        913
   Additional paid-in capital                332,386    319,297
   Stock options outstanding                   8,387     10,917
   Subscriptions receivable                   (3,703)    (3,295)
   Currency translation adjustment               162        483
   Accumulated earnings                      118,440     71,527
                                             456,597    399,842
   Treasury stock, at cost, 11,665,000                        
     shares at July 19, 1997 and 10,000,000
     shares at February 1,1997              (194,691)  (159,619)
   Put options                               (39,420)         -
                                             222,486    240,223
                                           $ 802,754  $ 779,842

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

                                
      GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                                                        
             Consolidated Statements of Operations
             (in thousands, except per share data)
                          (unaudited)
                                                            
                                                  
                                   12 Weeks              24 Weeks
                                    Ended                  Ended
                             -------------------   --------------------  
                              July 19,  July 20,     July 19,  July 20,
                                1997      1996         1997      1996
                             -------------------   --------------------        
 Net revenue                 $ 265,604 $ 217,750   $ 538,663  $ 447,917
 Cost of sales, including                                
   costs of warehousing,
   distribution and                   
   occupancy                   161,495   136,652     327,875    277,984
 Selling, general and          
   administrative               58,333    46,889     118,187     96,275
 Amortization of goodwill        2,455     2,170       4,859      4,391
 Restructuring charge                -    80,243           -     80,243
 Compensation expense              248         -         289          -
 Operating earnings (loss)      43,073   (48,204)     87,453    (10,976)
 Interest expense                5,540     3,375      10,657      6,323
 Earnings (loss) before income        
   taxes and minority interest  37,533   (51,579)     76,796    (17,299)
 Income taxes                   14,593       300      29,997     14,402
 Minority interest                (114)       -         (114)         -
 Net earnings (loss)         $  23,054 $ (51,879)  $  46,913  $ (31,701)
                                                            
                                                             
 Primary earnings (loss) per      
    share                    $    0.28 $   (0.60)  $    0.57  $   (0.36)
                                                            
 Primary weighted average       
    common shares               82,583    86,681      82,740     88,122
                       
                                                                   
 Fully diluted earnings  
    (loss) per share         $    0.28 $   (0.60)  $    0.57  $   (0.36)
                                                            
 Fully diluted weighted        
    average common shares       82,718    86,681      83,021     88,122
 
Notes to Consolidated Financial Statements are an integral part of these 
statements.
                                                            
                             
                                
            GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                                                           
                   Consolidated Statements of Cash Flows
                                (unaudited)
                                                           
                                                 
                                                   24 Weeks Ended
                                                 July 19,  July 20,
                                                   1997      1996
                                                   (in thousands)
                                                --------------------         
Cash flows from operating activities:                         
  Net earnings (loss)                           $ 46,913  $ (31,701)
   Adjustments to reconcile net earnings                   
    (loss) to net cash provided by
      operating activities                                
         Depreciation and amortization             20,370    18,499
         Amortization of deferred financing fees      475       254
         Restructuring charge                           -    80,243
         Compensation expense                         289         -
         Increase in deferred taxes                    16         -
         Other, principally (gains) losses                   
            on disposal of fixed assets              (338)       246
         Change in operating assets and                      
            liabilities:
             Increase in receivables               (4,575)   (5,347)
             Increase in inventories               (9,189)   (33,776)
             (Increase) decrease in other assets     (971)       138
             Increase (decrease) in accrued taxes   1,497     (4,465)
             (Decrease) increase in accounts                  
               payable and accrued liabilities    (11,534)     4,821
             Increase (decrease) in other                     
               working capital items                7,565     (6,679)
                Total adjustments                   3,605     53,934
   Net cash provided by operating activities       50,518     22,233
                                                       
Cash flows from investing activities:                         
     Capital expenditures                         (20,995)   (26,934)
     Proceeds from disposal of assets               1,050         -
     Increase in franchisee notes receivable       (1,386)   (3,524)
     Payments for store acquisitions               (4,626)   (3,654)
     Loan to related party                         (6,698)   (1,750)
   Net cash used in investing activities          (32,655)   (35,862)
                                                              
Cash flows from financing activities:                         
     Net borrowings on revolving credit facility    4,700   119,201
     Retirement of long-term debt                       -   (34,001)
     Book balance bank overdraft                    1,832     7,018
     Decrease in capital lease obligations           (464)     (865)
     Redemption of redeemable preferred stock        (168)      (20)
     Net proceeds from issuance of common stock     10,302    37,311
     Proceeds from sale of put options              3,080     2,850
     Net payments for treasury stock              (35,072) (117,300)
     Increase in deferred financing fees           (1,752)     (536)
   Net cash (used in) provided by financing                  
     activities                                   (17,542)   13,658
Effect of exchange rate changes on cash              (321)      (29)
Net change in cash                                      -         -
Beginning balance, cash                         $       -  $      -
Ending balance, cash                            $       -  $      -             

Supplemental disclosures of cash flow information:
     Cash paid during the period for:                         
         Interest                               $ 10,280  $  5,468
         Income taxes                           $ 30,998  $ 24,919
                                                                              
Notes to Consolidated Financial Statements are an integral part of these 
statements.


                GENERAL NUTRITION COMPANIES, INC.
           Notes to Consolidated Financial Statements
                                
                           (Unaudited)
                                
1.Basis  of  Reporting.   In  the opinion  of  General  Nutrition
  Companies,  Inc.  (the  "Company"), the  information  furnished
  includes  all  adjustments necessary for fair  presentation  of
  the  consolidated financial position of the Company at July 19,
  1997  and  February 1, 1997 and the results of  operations  for
  the  twelve and twenty-four weeks ended July 19, 1997 and  July
  20,  1996.   All such adjustments are of a normal and recurring
  nature  except for the restructuring charge discussed  in  Note
  8.

  Certain  information and footnote disclosures normally included
  in   the  financial  statements  prepared  in  accordance  with
  generally  accepted  accounting  principles  have  been  either
  condensed  or omitted.  It is suggested that these consolidated
  financial  statements be read in conjunction with the financial
  statements and footnotes included in the Company's 1996  Annual
  Report  on  Form 10-K for the fiscal year ended on February  1,
  1997  filed  with the Securities and Exchange Commission.   The
  consolidated financial statements include the accounts  of  the
  Company   and   its   wholly-owned   subsidiaries   after   the
  elimination  of  intercompany balances and  transactions.   The
  results of operations and cash flows for the twelve and twenty-
  four  weeks  ended  July 19, 1997 and July  20,  1996  are  not
  necessarily  indicative of the operating results for  the  full
  year.

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

2.Earnings   Per   Share.   In  February  1997,   the   Financial
  Accounting  Standards  Board  issued  Statement  of   Financial
  Accounting  Standards ("SFAS") No. 128, "Earnings  per  Share",
  which   establishes  standards  for  computing  and  presenting
  earnings  per share and applies to entities with publicly  held
  common  stock  or  potential common stock.  This  Statement  is
  effective  for  financial statements issued for periods  ending
  after  December  15, 1997, including interim  periods;  earlier
  application   is   not  permitted.   This  Statement   requires
  restatement  of  all  prior-period  earnings  per  share   data
  presented.   The  basic earnings (loss) per share  and  diluted
  earnings  (loss) per share as defined by SFAS No. 128  for  the
  twelve  and twenty-four weeks ended July 19, 1997 and July  20,
  1996  approximates the historically presented primary and fully
  diluted earnings (loss) per share.

3.Cash.   The  Company  utilizes a cash management  system  under
  which  a  book balance cash overdraft exists for the  Company's
  primary   disbursement  accounts.   This  overdraft  represents
  uncleared  checks in excess of cash balances in bank  accounts.
  The  Company's funds are borrowed on an as needed basis to  pay
  for  clearing checks.  At July 19, 1997 and February  1,  1997,
  cash   overdrafts   of   $1.8   million   and   $3.9   million,
  respectively, were included in accounts payable.  At  July  19,
  1997,   the  Company  had  $315.6  million  available  on   its
  revolving   credit  facility  after  excluding   $4.5   million
  restricted for letters of credit.

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

5.Put  Options.   During  the twenty-four weeks  ended  July  19,
  1997,  the  Company sold put options on 2.0  million shares  of 
  the Company's common  stock  and  recorded  proceeds  of   $3.1  
  million.   The  amount  related  to  the  Company's   potential
  obligation has been recorded from shareholders' equity  to  put
  options.  The 2.0 million options outstanding at July 19,  1997
  expire  in  November and December, 1997 and  have  an  exercise
  price ranging from $21 to $21.50 per share.


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

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

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

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

7.Inventories.  Inventories consist of the following:

                                            July 19,    February 1, 
                                              1997         1997
                                                 (in thousands)
                                           ------------------------- 
Product ready for sale                      $  170,318    $  158,800
Unpackaged bulk product and raw materials       34,692        36,121
Packaging supplies                               2,540         3,440
                                            $  207,550    $  198,361


8.Restructuring Charge.  During the second quarter of  1996,  the
  Company  recorded  a  restructuring  charge  of  $80.2  million
  related  to  the write-off of goodwill, property and 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  $52.7
  million  of  goodwill.   The remaining  $13.5  million  of  the
  recorded  charge  related  to  unproductive  General  Nutrition
  Centers  (GNC) assets, primarily inventory relating to  Natural
  Solutions   cosmetic  and other products, fitness  and  apparel
  products,  all  of  which have been discontinued,  as  well  as
  excess  costs  resulting from retrofitting the Alive  prototype
  store.


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

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 and  twenty-four  week
periods  ended  July  19,  1997 was $265.6  and  $538.7  million,
respectively, representing increases of 22.0% and 20.3% from  the
same periods in 1996.  Presented below is a comparison of revenue
for  each of the Company's businesses for the twelve and  twenty-
four week periods:

                                Consolidated Revenue
                                                                               
                                   12 Weeks Ended
              ------------------------------------------------------
                  July 19,                    July 20, 
                   1997       % of Total        1996      % of Total 
              (in millions)    Revenue      (in millions)   Revenue
              ------------------------------------------------------
Retail           $ 195.1         73.5%         $ 158.2       72.6%
Franchising         50.5         19.0%            42.6       19.6%
Manufacturing       20.0          7.5%            17.0        7.8%
Total            $ 265.6        100.0%         $ 217.8      100.0% 

                                                               
                                   24 Weeks Ended
              ----------------------------------------------------   
                 July 19,                    July 20,   
                  1997       % of Total        1996     % of Total 
              (in millions)   Revenue     (in millions)   Revenue
              ----------------------------------------------------
Retail           $ 396.7         73.6%         $ 328.1       73.3%     
Franchising        104.2         19.4%            85.9       19.2%
Manufacturing       37.8          7.0%            33.9        7.5%
Total            $ 538.7        100.0%         $ 447.9      100.0%     
                   
               
           Retail  Revenue.  Domestically, the Company's products
are  sold  through retail outlets operating primarily  under  the
General  Nutrition Centers and GNC Live Well store names ("GNC").
The Company also operates retail stores under the Nature's Fresh,
Nature   Food   Centres,   and  Amphora  names.  Internationally,
products  are  sold  through retail outlets operating  under  the
names  of Health and Diet Centres,  and General Nutrition Centres
in  the United Kingdom, Canada, and New Zealand.  Presented below
is   a  summary  of  revenue  by  operating  retail  entity   and
corresponding store information:

                                           Retail Revenue

                                           12 Weeks Ended                     
                          -------------------------------------------------- 
                             July 19,   % of Total     July 20,  % of Total  
                               1997       Retail         1996       Retail
                          (in millions)   Revenue   (in millions)   Revenue
                          ------------------------  -----------------------    
General Nutrition Centers     $ 175.4      89.9%       $ 147.8       93.4% 
Other domestic stores            15.4       7.9%           8.1        5.1%
International stores              4.3       2.2%           2.3        1.5%
                              $ 195.1     100.0%       $ 158.2      100.0%    


                                           24 Weeks Ended
                           -----------------------------------------------     
                              July 19,  % of Total   July 20,   % of Total
                                1997      Retail       1996        Retail
                           (in millions)  Revenue (in millions)    Revenue
                           ----------------------   ----------------------
General Nutrition Centers     $ 356.9     90.0%        $ 306.0       93.2%  
Other domestic stores            31.5      7.9%           17.6        5.4%
International stores              8.3      2.1%            4.5        1.4%
                              $ 396.7    100.0%        $ 328.1      100.0% 

                               
                                 Operating Store Locations
                           ------------------------------------ 
                             July 19, 1997     July 20, 1996
                           ----------------- ---------------- 
General Nutrition Centers        1,836               1,566
Other domestic stores               57                  91  
International stores                54                  20
                                 1,947               1,677


Revenue  at  GNC  increased 18.7% and 16.6% for  the  twelve  and
twenty-four  week periods ended July 19, 1997 when compared  with
the  same periods in 1996.  The increases were the result of  270
net  new  store  openings, and favorable comparable  store  sales
gains of 9.3% and 7.4% for the twelve and twenty-four week period
ending  July  19, 1997, respectively.  The Company believes  that
the  favorable  increase  in comparable  store  sales  is  mainly
attributable  to  its  new  marketing  efforts.   The   Company's
marketing emphasis has been significantly altered in an effort to
attract  and retain both new and existing customers.  Internally,
the  Company  has  developed  a new  marketing  strategy  by:  i)
creating  a new chief marketing officer position; ii) contracting
a  major  New  York  advertising agency with  strong  retail  and
strategic  experience and; iii) assembling a  scientific  affairs
group  to enhance scientific credibility for the Company and  its
products.   This new collective marketing group has  focused  its
efforts  on mainstream health issues of targeted customer  groups
such  as  men, women, senior citizens, etc. through  the  use  of
major   network  TV,  print  media,  and  complementary  in-store
fixtures  and  signage.  The Company believes that  the  combined
efforts  of  these key marketing initiatives should  continue  to
have  a  positive impact on revenue through the remainder of  the
year.

Other  domestic  retail  revenue, comprised  of  Nature's  Fresh,
Nature  Food  Centres,  and Amphora,  increased  90.1%  to  $15.4
million for the twelve week period and 79.0% to $31.5 million for
the twenty-four week period ended July 19, 1997 when compared  to
$8.1  and  $17.6 million for the same periods in 1996.   The  net
increase in other domestic retail revenue is due to the Company's
acquisition  of  Nature's Fresh in the  third  quarter  of  1996,
partially   offset  by  NFC  store  closings   related   to   the
discontinuance of the NFC retail concept. (See Note 8 of Notes to
Consolidated Financial Statements).

      Franchising  Revenue.  Revenue from the  franchise  segment
increased  18.5%  and 21.3% for the twelve and  twenty-four  week
periods  ended July 19, 1997 when compared with the same  periods
in  1996.  The increase continues to be driven by both new  store
openings, 194 net new openings since July 20, 1996, coupled  with
strong  franchisee  comparable store sales for  the  twelve  week
period  ended  July  19,  1997 of 15.0% domestically,  and  11.3%
internationally.

Product sales at wholesale prices and royalties on retail  sales,
representing   the   core  of  Franchising's  ongoing   revenues,
comprised  94.6%  and 94.3% of total franchise  revenue  for  the
twelve  and  twenty-four weeks ended July  19,  1997.   Remaining
franchising revenue included sales of stores, fixtures, franchise
award  fees and interest income on franchise accounts receivable.
Total system-wide franchise retail sales were $100.4 million  and
$201.1  million for the twelve and twenty-four weeks ending  July
19,  1997,  an  increase  of  $22.3 million  and  $42.5  million,
respectively when compared with the same periods in 1996.

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

                              Number of Operating Franchise Locations
                       ----------------------------------------------------    
                               July 19, 1997          July 20, 1996
                       -------------------------   ------------------------
Franchise Locations      Domestic  International    Domestic  International
-------------------    ----------  -------------   ---------  ------------- 
At beginning of quarter     1,086            127         894            114
Added during quarter           49              7          62              2
Closed or converted                                          
  during quarter              (18)             -         (12)            (3)
At end of quarter           1,117            134         944            113
                                                            
Stores awarded but not                                           
  yet open                    235              1         208              1
Development agreements         43            366          42            396


      Manufacturing  Revenue.   Total revenue  generated  by  the
Company's  manufacturing  segment,  including  sales   to   other
segments of the Company and sales to various other third-parties,
increased to    $66.4 million, or 18.4%, in the twelve weeks  and
$134.8 million, or 25.4%, in the twenty-four weeks ended July 19,
1997 when compared with $56.1 million and $107.5 million for  the
same  periods  in  1996.  Third-party revenues  for  the  quarter
remained  consistent with the same quarter of  1996  due  to  the
increasing demand on the manufacturing capacity for the Company's
own product.

      Domestic intersegment sales, accounting for the majority of
the  increase  in  total manufacturing revenue  for  the  current
twelve  and  twenty-four week periods, increased 17.7%  to  $45.9
million, and 31.0% to $95.9 million, from $39.0 million and $73.2
million, respectively, in the same periods of 1996.  The increase
in  intersegment sales activity was due to the strong demand  for
product  by  existing GNC stores, as well as product  requirement
needs  of  new  stores added through the Company's ongoing  store
expansion program.

      Internationally,  the  Company's  manufacturing  operations
contributed $3.5 million and $2.4 million in third-party  revenue
for  the  twelve weeks and $7.0 million and $5.1 million for  the
twenty-four  week period ended July 19, 1997 and July  20,  1996,
respectively.     The   Company's   international   manufacturing
operations  also  contributed $.5  million  and  $.1  million  in
intersegment revenue for the twelve week and $1.1 million and $.4
million  for  the  twenty-four week  period,  respectively.   The
increase in third-party revenue was attributable to the Company's
acquisition  of  DFC Thompson Pty. Ltd. in the third  quarter  of
1996.

                       Analysis of Consolidated Operating Costs and Expenses
                                                                  
                               12 Weeks Ended          24 Weeks Ended
                            ----------------------  ---------------------     
                              July 19,    July 20,    July 19,   July 20,
                               1997        1996       1997       1996
                               (in thousands)          (in thousands)
                            ----------------------  ---------------------      
Cost of sales, including costs                                               
 of warehousing, distribution 
 and occupancy                $ 161,495   $136,652    $327,875    $277,984
Percent of net revenue             60.8%      62.7%       60.9%       62.1%
                                                                      
Selling, general and         
 administrative               $ 61,036   $ 49,059    $ 123,335   $ 100,666
Percent of net revenue            23.0%      22.5%       22.9%        22.5%
                                                                      
Restructuring charge          $      -   $ 80,243    $      -    $  80,243
Percent of net revenue             0.0%      36.9%        0.0%        17.9%
                                                                      
Operating earnings            $ 43,073   $(48,204)   $ 87,453    $ (10,976)
Percent of net revenue            16.2%     (22.1)%      16.2%        (2.5)%
                                

      Cost  of sales decreased as a percentage of net revenue  by
1.9%  and 1.2% for the twelve and twenty-four week periods  ended
July  19, 1997 when compared with the same periods in 1996.   The
favorable  decrease  in  cost of sales as  a  percentage  of  net
revenue was attributable to the Company's ability to successfully
leverage  expenses  against  both  rising  retail  revenues   and
comparable  store  sales,  including occupancy  costs  which  are
primarily fixed in nature.

      Selling, general and administrative costs increased  during
the  quarter as well as on a year to date basis during 1997 as  a
percentage of net revenue, when compared with the same periods in
1996 by .5% and by .4%, respectively, primarily the result of the
Company's  retail  segment.   In retail,  increases  in  selling,
general  and administrative expenses were recognized as a  result
of  increased bonus accruals which are directly related to  store
profits,   increased  advertising  expenditures,  and   increased
expenses  relating  to  the  development  of  the  marketing  and
scientific affairs groups.

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


Non-Operating Income (Expense) Analysis

      Interest expense for the quarter increased $2.2 million  to
$5.5  million,  when compared to the same period  in  1996.   The
increase  in  interest expense is primarily the result  of  $77.4
million of additional borrowings made since the second quarter of
1996  to  fund the Company's stock repurchase activity.  Interest
expense  for the remainder of the year should remain higher  than
the previous year as a result of these additional borrowings.


Review of Financial Condition
Analysis of Liquidity and Capital Resources

      During  the  twenty-four weeks ended  July  19,  1997,  the
Company's  business segments continued to contribute to increased
earnings  from continuing operations.  The Company's  cash  flows
from  operating, investing and financing activities as  reflected
in  the  Consolidated Statements of Cash Flows is  summarized  as
follows:
                                            24 Weeks Ended
                                       ---------------------
                                        July 19,    July 20,
                                          1997        1996
                                            (in thousands)
                                       --------- -----------
Cash provided by (used in):                     
   Operating activities                $ 50,518    $ 22,233
   Investing activities                 (32,655)    (35,862)
   Financing activities                 (17,542)     13,658
   Effect of exchange rate on cash         (321)        (29)
Net change in cash                     $      -    $      -
                                                 

     Operating Activities.  Cash provided by operating activities
for  the  twenty-four weeks ended July 19, 1997 was $50.5 million
versus $22.2 million for the same period in 1996, an increase  of
$28.3  million  or  127.5%.  The increase  in  cash  provided  by
operating activities is primarily the result of favorable changes
in  the  Company's  operating assets  and  liabilities  of  $28.1
million  during the twenty-four week period ended July  19,  1997
when compared to the same period in 1996.

      Investing  Activities.   The  Company's  primary  investing
activities have traditionally been for capital expenditures  made
in  connection  with new store construction,  the  remodeling  of
existing   stores,  and  expansion  requirements  at   both   the
manufacturing and distribution facilities.  Capital  expenditures
were  $21.0  million and $26.9 million for the  twenty-four  week
periods ended July 19, 1997 and July 20, 1996, respectively.  The
Company plans to accelerate the acquisition of existing franchise
store locations.

      Financing  Activities.  Cash used in  financing  activities
increased $31.2 million for the twenty-four weeks ended July  19,
1997 versus the same period in 1996.  In 1997, the Company's  net
borrowings  on  its revolving credit facility was  $4.7  million,
$35.1  million of which was used to repurchase 1.7 million shares
of  its own stock.  In 1996, net borrowings on the facility  were
$119.2  million, $117.3 million of which was used  to  repurchase
7.6  million  shares of its own stock.  The Company  also  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 July 19, 1997, the  Company  had  $315.6
million   available  on  its  revolving  credit  facility   after
excluding $4.5 million restricted for letters of credit.


                   PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS
    
          None

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

          (a)   The Company's Annual Meeting of Stockholders was
          held in Pittsburgh, Pennsylvania on June 26, 1997.

          (b)   William  E. Watts was re-elected as  a  Class  II
          Director  for a three-year term expiring in 2000  by  a
          vote  of 68,917,423 For; and 500,718 Withheld Authority
          and  Ronald  L. Rossetti was re-elected as a  Class  II
          Director  for a three-year term expiring in 2000  by  a
          vote   of   68,896,241   For;  and   521,900   Withheld
          Authority.  The remaining directors continue in  office
          with  their class and term as follows: Class I -  David
          Lucas  and W. Harrison Wellford with terms expiring  in
          1998;  Class III - Jerry D. Horn and Thomas R. Shepherd
          with terms expiring in 1999.

          (c)   In addition, at the meeting the following matters
          were voted upon with the vote indicated below:

            (i) A proposal to ratify the appointment of the Company's 
                independent auditors, Deloitte & Touche LLP, for the 
                current fiscal year

                69,352,931 FOR     44,380 AGAINST   20,830 ABSTAIN

          (d) Not applicable.

ITEM 5.   OTHER INFORMATION

          GNCI Shareholder:

          On  August  21,  1997,  the Bank of New  York  became  the
          transfer  agent and shareholder recordkeeper  for  General
          Nutrition Companies, Inc.  The Bank of New York is one  of
          the   leading  providers  of  securities  processing   and
          recordkeeping  in the country and offers  a  state-of-the-
          art shareholder services system.  The Bank's staff can  be
          reached at 1-800-524-4458 between the hours of 8 a.m.  and
          8 p.m.  Monday  through  Friday.     Please  retain   this
          information that you may find helpful.

          Address transfer agent related shareholder inquiries to:

          The Bank of New York
          Shareholder Relations Department - 11E
          P.O. Box 11258
          Church Street Station
          New York, NY 10286

          Send certificates for transfer and address changes to:

          The Bank of New York
          Receive and Deliver Department - 11W
          P.O. Box 11802
          Church Street Station
          New York, NY 10286

          E-Mail address for Bank of New York:Shareowner-Svcs@EMAIL-BONY.COM


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 fiscal quarter ended July 19, 1997 is attached.

         (23.1)  Letter in lieu of consent of the Company's
                 independent accountants, Deloitte & Touche  LLP,  for
                 the fiscal quarter ended July 19, 1997 is attached.

         (27)    Financial Data Schedule is attached.

                 No  current  reports on Form  8-K  were filed during the 
                 current 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: August 27, 1997