EXHIBIT 31.2

I, William G. Fanelli, certify that:

|1. | I have reviewed this
quarterly report on Form 10-Q of Bally Total Fitness Holding
Corporation;                                                                                                                                                                                                            
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|2. | Based on my knowledge,
this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;
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|3. | Based on my knowledge,
the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition,
results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;                   
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|4. | The registrants
other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) for the registrant, and have:                                                                              
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| | a) | designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
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| | b) | evaluated the
effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the period covered by this
report based on such evaluation; and                                                                                           
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| | c) | disclosed in this
report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter
that has materially affected, or is reasonably likely to materially affect,
the registrants internal control over financial reporting; and                                                                
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|5. | The
registrants other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrants auditors and the audit committee of the registrants
board of directors (or persons performing the equivalent
function):
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| | a) | all
significant deficiencies and material weaknesses in the design or operation of
internal controls over financial reporting which are reasonably likely to
adversely affect the registrants ability to record, process, summarize and
report financial information; and
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| | b) | any fraud, whether or
not material, that involves management or other employees who have a significant
role in the registrants internal control over financial reporting.                                                                                                
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| | Date: May 10, 2004 | /s/ William G. Fanelli             
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| |                    |                                    
| |                    | William G. Fanelli                 
| |                    | Senior Vice President, Acting Chief
| |                    | Financial Officer