FORM 10-Q/A

                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C.  20549



(Mark One)

[X]   Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities
      Exchange Act of 1934 for the period ended March 31, 1997


                                     or


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



                      Commission file number: 0-27478



                 BALLY TOTAL FITNESS HOLDING CORPORATION
           (Exact name of registrant as specified in its charter)




                  Delaware                                   36-3228107
     (State or other jurisdiction of                      (I.R.S. Employer
             incorporation)                              Identification No.)



8700 West Bryn Mawr Avenue, Chicago, Illinois                  60631
  (Address of principal executive offices)                   (Zip Code)


Registrant's telephone number, including area code:  (773) 380-3000



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

As of June 30, 1997, 12,510,380 shares of the registrant's common stock were
outstanding.

<PAGE>
                   BALLY TOTAL FITNESS HOLDING CORPORATION


                                    INDEX

                                                                        Page
                                                                      Number

PART I.  FINANCIAL INFORMATION

  Item 1.  Financial statements:

     Condensed consolidated balance sheet (unaudited)
       March 31, 1997 and December 31, 1996..........................      1

     Consolidated statement of operations (unaudited)
       Three months ended March 31, 1997 and 1996....................      2

     Consolidated statement of stockholders' equity (unaudited)
       Three months ended March 31, 1997.............................      3

     Consolidated statement of cash flows (unaudited)
       Three months ended March 31, 1997 and 1996....................      4

     Notes to condensed consolidated financial statements
       (unaudited)...................................................      6

  Item 2.  Management's discussion and analysis of financial
              condition and results of operations....................      8


PART II.  OTHER INFORMATION

  Item 6.  Exhibits and reports on Form 8-K..........................     11


SIGNATURE PAGE.......................................................     12

<PAGE>
<TABLE>
                   BALLY TOTAL FITNESS HOLDING CORPORATION
              CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
                               (In thousands)
                                (As restated)


<CAPTION>
                                                     March 31    December 31
                                                         1997           1996
                                                  -----------    -----------
<S>                                               <C>            <C>        
                      ASSETS

Current assets:
  Cash and equivalents.........................   $     9,924    $    16,534
  Installment contracts receivable, less
    unearned finance charges of $26,887 and
    $24,467 and allowance for doubtful
    receivables and cancellations of $51,587
    and $48,471................................       161,962        153,235
  Other current assets.........................        28,314         24,075
                                                  -----------    -----------
    Total current assets.......................       200,200        193,844

Installment contracts receivable, less
  unearned finance charges of $12,508 and
  $11,382 and allowance for doubtful
  receivables and cancellations of $40,042
  and $37,624 .................................       155,049        146,972
Property and equipment, less accumulated
  depreciation and amortization of $312,628
  and $304,865.................................       320,666        325,459
Intangible assets, less accumulated
  amortization of $50,745 and $49,619..........       104,599        105,725
Deferred income taxes .........................        17,003         13,656
Deferred membership origination costs..........        82,442         82,140
Other assets...................................        24,988         25,506
                                                  -----------    -----------
                                                  $   904,947    $   893,302
                                                  ===========    ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable.............................   $    44,077    $    41,565
  Income taxes payable.........................         2,322          2,258
  Deferred income taxes........................        18,492         15,145
  Accrued liabilities..........................        49,631         55,063
  Current maturities of long-term debt.........         8,387          8,401
  Deferred revenues............................       267,456        265,465
                                                  -----------    -----------
    Total current liabilities..................       390,365        387,897

Long-term debt, less current maturities........       387,740        376,397
Other liabilities..............................         6,657          6,824
Deferred revenues..............................       101,706         98,032

Stockholders' equity...........................        18,479         24,152
                                                  -----------    -----------
                                                  $   904,947    $   893,302
                                                  ===========    ===========





<FN>
                           See accompanying notes.
</FN>
</TABLE>


                                     1

<PAGE>
<TABLE>
                   BALLY TOTAL FITNESS HOLDING CORPORATION
              CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
                    (In thousands, except per share data)
                                (As restated)


<CAPTION>
                                                               Three months
                                                             ended March 31
                                                     ----------------------
                                                           1997        1996
                                                     ----------  ----------
<S>                                                  <C>         <C>       
Net revenues:
  Membership revenues -
    Initial membership fees on paid-in-full
      memberships originated........................ $   17,475  $   21,157
    Initial membership fees on financed
      memberships originated........................     95,568      87,178
    Dues collected..................................     47,788      43,416
    Change in deferred revenues.....................     (5,665)       (748)
                                                     ----------  ----------
                                                        155,166     151,003

  Finance charges earned............................      9,769       9,595
  Fees and other....................................      3,598       3,294
                                                     ----------  ----------
                                                        168,533     163,892

Operating costs and expenses:
  Fitness center operations.........................     95,924      95,214
  Member processing and collection centers..........      9,403      11,589
  Advertising.......................................     12,686      12,611
  General and administrative........................      5,921       5,789
  Provision for doubtful receivables................     25,537      24,478
  Depreciation and amortization.....................     13,065      13,676
  Change in deferred membership origination costs...       (302)        492
                                                     ----------  ----------
                                                        162,234     163,849
                                                     ----------  ----------
Operating income....................................      6,299          43

Interest expense....................................     11,879      11,849
                                                     ----------  ----------
Loss before income taxes............................     (5,580)    (11,806)

Income tax provision ...............................        100         150
                                                     ----------  ----------
Net loss............................................ $   (5,680) $  (11,956)
                                                     ==========  ==========

Net loss per common share........................... $     (.46) $     (.98)
                                                     ==========  ==========













<FN>
                           See accompanying notes.
</FN>
</TABLE>

                                     2

<PAGE>
<TABLE>
                       BALLY TOTAL FITNESS HOLDING CORPORATION
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (UNAUDITED)
                          (In thousands, except share data)
                                    (As restated)








<CAPTION>
                                            Common stock                                  Unearned
                                         ------------------                             compensation     Total
                                           Number      Par     Contributed  Accumulated (restricted  stockholders'
                                         of shares    value      capital      deficit      stock)       equity
                                         ----------   -----    -----------  ----------- ------------ -------------
<S>                                      <C>          <C>       <C>          <C>          <C>           <C>      

Balance at December 31, 1996...........  12,495,161   $ 125     $  303,811   $(277,733)   $  (2,051)    $  24,152

Net loss ..............................                                         (5,680)                    (5,680)

Issuance of common stock upon
 exercise of stock options.............       1,814                      7                                      7
                                         ----------   -----     ----------   ----------   ----------    ----------
Balance at March 31, 1997..............  12,496,975    $125     $  303,818   $(283,413)   $  (2,051)    $  18,479
                                         ==========   =====     ==========   ==========   ==========    ==========




















<FN>
                               See accompanying notes.
</FN>
</TABLE>

                                         3

<PAGE>
<TABLE>
                       BALLY TOTAL FITNESS HOLDING CORPORATION
                  CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
                                   (In thousands)
                                    (As restated)


<CAPTION>
                                                               Three months
                                                             ended March 31
                                                     ----------------------
                                                           1997        1996
                                                     ----------  ----------
<S>                                                  <C>         <C>        

OPERATING:
 Net loss........................................... $   (5,680) $  (11,956)
 Adjustments to reconcile to cash used -
  Depreciation and amortization, including
   amortization included in interest expense........     13,624      14,552
  Provision for doubtful receivables................     25,537      24,478
  Change in operating assets and liabilities........    (44,360)    (42,212)
                                                     ----------   ---------
     Cash used in operating activities..............    (10,879)    (15,138)

INVESTING:
 Purchases and construction of property
  and equipment.....................................     (6,842)     (7,172)
 Other, net.........................................        (55)        747
                                                     ----------  ----------
     Cash used in investing activities .............     (6,897)     (6,425)

FINANCING:
 Debt transactions -
  Net borrowings under revolving credit
   agreement........................................     12,000       9,000
  Proceeds from other long-term borrowings..........                  1,500
  Repayments of other long-term debt................       (834)       (310)
  Debt issuance costs...............................         (7)       (144)
                                                     ----------  ----------
     Cash provided by debt transactions.............     11,159      10,046

 Equity transaction -
  Proceeds from issuance of common stock upon
   exercise of stock options........................          7
                                                     ----------  ----------

     Cash provided by financing activities..........     11,166      10,046
                                                     ----------  ----------
Decrease in cash and equivalents....................     (6,610)    (11,517)
Cash and equivalents, beginning of period...........     16,534      21,263
                                                     ----------  ----------
Cash and equivalents, end of period................. $    9,924  $    9,746
                                                     ==========  ==========














<FN>
                                     (continued)
</FN>
</TABLE>


                                         4

<PAGE>
<TABLE>
                       BALLY TOTAL FITNESS HOLDING CORPORATION
           CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) - (CONTINUED)
                                   (In thousands)
                                    (As restated)


<CAPTION>
                                                               Three months
                                                             ended March 31
                                                     ----------------------
                                                           1997        1996
                                                     ----------  ----------
<S>                                                  <C>         <C>        

SUPPLEMENTAL CASH FLOWS INFORMATION:

  Changes in operating assets and liabilities
    were as follows -
      Increase in installment contracts
       receivable................................... $  (42,341) $  (28,678)
      Increase in other current and other assets....     (4,414)       (747)
      (Increase) decrease in deferred
       membership origination costs.................       (302)        492
      Increase (decrease) in accounts payable.......      2,512      (8,344)
      Increase (decrease) in income taxes payable...         64        (930)
      Decrease in accrued and other liabilities.....     (5,544)     (4,753)
      Increase in deferred revenues.................      5,665         748
                                                     ----------  ----------
                                                     $  (44,360) $  (42,212)
                                                     ==========  ==========

  Cash payments for interest and income taxes
    were as follows -
      Interest paid................................. $   17,823  $   17,352
      Interest capitalized..........................       (288)        (55)
      Income taxes paid, net........................         36       1,080

  Investing and financing activities exclude the
    following non-cash transactions -
      Acquisition of property and equipment
       through capital leases....................... $      163  $    1,999

























<FN>
                               See accompanying notes.
</FN>
</TABLE>

                                         5

<PAGE>
                       BALLY TOTAL FITNESS HOLDING CORPORATION
          NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
              (All dollar amounts in thousands, except share data)



BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the
accounts of Bally Total Fitness Holding Corporation (the "Company") and the
subsidiaries which it controls. The Company, through its subsidiaries, is a
nationwide commercial operator of fitness centers with approximately 320
facilities concentrated in 27 states and Canada. The Company operates in one
industry segment, and all significant revenues arise from the commercial
operation of fitness centers, primarily in major metropolitan markets in the
United States. Unless otherwise specified in the text, references to the Company
include the Company and its subsidiaries. These condensed consolidated financial
statements should be read in conjunction with the consolidated financial
statements included in the Company's Annual Report on Form 10-K/A for the year
ended December 31, 1996.

All adjustments have been recorded which are, in the opinion of management,
necessary for a fair presentation of the condensed consolidated balance sheet of
the Company at March 31, 1997, its consolidated statements of operations and
cash flows for the three months ended March 31, 1997 and 1996, and its
consolidated statement of stockholders' equity for the three months ended March
31, 1997. All such adjustments were of a normal recurring nature.

The accompanying condensed consolidated financial statements have been prepared
in conformity with generally accepted accounting principles which require the
Company's management to make estimates and assumptions that affect the amounts
reported therein.
Actual results could vary from such estimates.

RESTATEMENT

As more fully described in the "Summary of significant accounting policies
Restatement and Membership revenue recognition" notes to the consolidated
financial statements included in the Company's Annual Report on Form 10-K/A for
the year ended December 31, 1996, following a series of extensive discussions
with the Staff of the Securities and Exchange Commission (the "SEC Staff"), the
Company has agreed to restate its condensed consolidated financial statements
for all periods presented to reflect a change in the method of recognizing
membership revenue. Summarized financial information illustrating the effect of
the restatement on the Company's condensed consolidated financial statements is
as follows:

<TABLE>
<CAPTION>
                                          March 31, 1997           March 31, 1996
                                     ----------------------    ---------------------
                                         As                        As
                                     originally      As        originally     As
                                      reported    restated      reported   restated
                                     ----------   ---------    ----------  ---------
<S>                                  <C>          <C>          <C>         <C>
Financial position -
 Deferred membership origination
   costs............................. $      --   $ 82,442
 Current deferred revenues...........    54,005    267,456
 Long-term deferred revenues.........    25,529    101,706
 Stockholders' equity................   219,036     18,479

Results of operations -
 Net revenues........................  $177,321   $168,033      $171,081   $163,892
 Operating income....................    14,001      5,799         9,592         43
 Net income (loss)....................    2,522     (5,680)       (2,457)   (11,956)
 Net income (loss) per common
   share..............................      .19       (.46)         (.20)      (.98)
</TABLE>

                                         6

<PAGE>
                     BALLY TOTAL FITNESS HOLDING CORPORATION
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (CONTINUED)
              (ALL DOLLAR AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)


In addition, the Company changed its first quarter 1997 application of Statement
of Financial Accounting Standards ("SFAS") No. 125, "Accounting for Transfers
and Servicing of Financial Assets and Extinguishment of Liabilities", which
provides new accounting and reporting standards for sales, securitizations, and
servicing of receivables and other financial assets, secured borrowing and
collateral transactions, and extinguishments of liabilities occurring after
December 31, 1996. SFAS No. 125 addresses whether a transfer of financial assets
constitutes a sale and, if so, the determination of any resulting gain or loss.
SFAS No. 125 is based on a "financial- components approach" that focuses on
control. Under this approach, following a transfer of financial assets
(including portions of financial assets), an entity recognizes the assets it
controls and liabilities it has incurred, and derecognizes financial assets for
which control has been surrendered and financial liabilities that have been
extinguished. The Company, based upon a series of consultations with its
independent auditors, initially believed that under the Company's securitization
facility, installment contracts receivable originating and being sold to a
special purpose entity after December 31, 1996 qualified for "sale treatment"
under SFAS No. 125. However, based upon Emerging Issues Task Force Issue 96-20
guidance, the Company and its independent auditors now believe that sales of
installment contracts receivable after December 31, 1996 do not qualify for
"sale treatment" under SFAS No. 125. As a result of this additional restatement
of the Company's first quarter 1997 condensed consolidated financial statements,
assets relating to installment contracts receivable and long-term debt each
increased by approximately $30,000 at March 31, 1997, and finance charges earned
and interest expense each increased by approximately $500 for the three months
ended March 31, 1997.

SEASONAL FACTORS

The Company's operations are subject to seasonal factors and, therefore, the
results of operations for the three months ended March 31, 1997 and 1996 are not
necessarily indicative of the results of operations for the full year.

LOSS PER COMMON SHARE

Loss per common share is computed by dividing net loss by the weighted average
number of shares of common stock outstanding during each period, which totaled
12,279,131 shares and 12,170,161 shares for the three months ended March 31,
1997 and 1996, respectively. Certain restricted stock was issued subject to
forfeiture unless certain conditions are met. These contingent shares are
considered common stock equivalents and are excluded from the loss per share
computation until the conditions are met because their effect would be
anti-dilutive.

In February 1997, the Financial Accounting Standards Board issued SFAS No. 128,
"Earnings per Share", which establishes new standards for computing and
presenting earnings per share. SFAS No. 128 requires a dual presentation of
basic earnings per share (computed by dividing income (loss) available to common
stockholders by the weighted-average number of common shares outstanding for the
period) and diluted earnings per share (computed similarly to fully diluted
earnings per share pursuant to APB Opinion No. 15) on the face of the Company's
statement of operations. The Company will adopt SFAS No. 128 in the fourth
quarter of 1997; earlier application is not permitted. As computed under SFAS
No. 128, basic and diluted loss per share for the three months ended March 31,
1997 each would have been $(.46) per share.

LONG-TERM DEBT

The Company's revolving credit agreement was amended in February 1997 to provide
for a $20,000 line of credit, which is reduced by the amount of any outstanding
letters of credit in excess of $10,000 (which excess may not exceed $10,000).
The maximum amount available under this revolving credit agreement, including
letters of credit, is $30,000. At March 31, 1997, outstanding letters of credit
totaled approximately $13,600 and borrowings on the credit line totaled $12,000.

                                         7

<PAGE>
                       BALLY TOTAL FITNESS HOLDING CORPORATION
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                                RESULTS OF OPERATIONS


COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996

Net revenues for the first quarter of 1997 were $168.5 million compared to
$163.9 million in 1996, an increase of $4.6 million (3%). The average number of
fitness centers selling memberships decreased from 324 in the first quarter of
1996 to 319 in the first quarter of 1997, reflecting the closure of 12 older,
typically smaller and less profitable facilities offset, in part, by the opening
of 6 new, larger facilities between January 1996 and March 1997. Initial
membership fees originated increased $4.7 million (4%) in the 1997 quarter,
consisting of an $8.4 million (10%) increase in financed memberships originated
offset, in part, by a $3.7 million (17%) decrease in paid-in-full memberships
originated. These results generally reflect management's current strategy of
selling more financed membership plans and fewer discounted paid- in-full
membership plans, which resulted in an 18% increase in the average selling price
of contracts sold and a 14% decline in the number of contracts sold. Dues
collected increased $4.4 million (10%) over 1996, reflecting the Company's
continuing strategy of increasing renewal dues. Finance charges earned increased
$.2 million (2%) in the 1997 quarter and fees and other revenues increased $.3
million (9%) from 1996.

Operating income for the first quarter of 1997 was $6.3 million compared to
approximately break-even in 1996. The improvement of $6.3 million is due to the
aforementioned increase in revenues and a $1.6 million (1%) decrease in
operating costs and expenses, which is net of a $1.0 million increase in the
provision for doubtful receivables. Excluding the provision for doubtful
receivables, operating costs and expenses decreased $2.6 million (2%) from 1996
primarily due to a $2.2 million (19%) decrease in member processing and
collection center expenses, which includes the realization in 1997 of the full
effect of cost reductions achieved in connection with the completion of the
primary phase of a computer conversion in late 1995. In addition, telephone
expenses decreased as a result of renegotiated rates and fewer member service
calls. Operating costs and expenses are expected to include a non-recurring
charge during the second quarter or later in 1997, principally amortization,
relating to the restricted stock awards issued in conjunction with the spin-off
of the Company for which restrictions lapsed and vesting has yet to occur. The
charge, which is based in part on the price of the Company's common stock at the
time of future vesting, is not yet determinable.

The provision for doubtful receivables for the first quarter of 1997 was $25.5
million compared to $24.5 million in 1996, an increase of $1.0 million (4%)
primarily due to the increase in initial membership fees originated on financed
memberships. The rate of the Company's provision for doubtful receivables can
vary from period to period. The Company estimates the ultimate realization of
initial membership fees originated on financed memberships based upon a number
of factors such as method of payment (EFT vs. coupon books) and amount of
downpayment, among others. The Company continually analyzes the provision
because initial membership fees can be paid to the Company in installments.
Updated collection experience trends are reviewed each reporting period and, if
necessary, the allowance is adjusted accordingly. Changes in the allowance as a
percentage of gross receivables may result from various factors including
significant near-term fluctuations in amounts of initial membership fees
originated for financed memberships (historically, approximately 50% of financed
memberships that default do so within 120 days of origination) or the timing or
acceleration of write-offs. The Company believes the qualitative profile of its
receivables portfolio at March 31, 1997 is generally improved from that in
recent years due to more accounts paying by EFT and higher average downpayments.

Interest expense, net of capitalized interest, was $11.9 million for the first
quarter of 1997 compared to $11.8 million in 1996, an increase of $.1 million
(1%).

The income tax provision for the first quarter of 1997 and 1996 has been
determined using the estimated annual effective tax rate for each year and
reflects state income taxes only, as no federal benefit has been provided due to
the uncertainty of tax loss realization.

                                         8

<PAGE>
                       BALLY TOTAL FITNESS HOLDING CORPORATION
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                          RESULTS OF OPERATIONS-(CONTINUED)


LIQUIDITY AND CAPITAL RESOURCES

The Company has no scheduled principal payments under its $200 million principal
amount of 13% Senior Subordinated Notes due 2003 (the "13% Notes") until January
2003. Through July 1999, the principal amount of the certificates under the
Company's securitization facility remains fixed at $160 million. In addition,
the Company's revolving credit agreement, which provides for borrowings of up to
$20 million, expires in June 1998. Accordingly, debt service requirements of the
Company for the next twelve months are principally for interest and are expected
to be approximately $51 million.

The Company's recent losses and the terms of its revolving credit agreement have
limited the Company's ability to borrow significant amounts of additional funds.
Consequently, the Company has been dependent on availability under its revolving
credit agreement ($4.4 million at March 31, 1997) and its operations to provide
for cash needs. The Company has managed liquidity requirements in recent years
by utilizing membership plan discounting techniques designed to increase its
cash sales and down- payments and to accelerate collections and dues payments to
increase available cash reserves and, to a lesser extent, sales of non-strategic
assets and sale/leaseback arrangements. Management believes use of these
discounting techniques has had a negative impact on both current and long term
results and, if needed in the future, such discounting and acceleration
techniques may be increasingly costly and less effective.

The Company intends to expand and upgrade its facilities in order to increase
its membership base and more effectively capitalize on its streamlined marketing
and administrative functions. Using cash generated by operations and through
leasing arrangements, management plans to make capital expenditures of
approximately $10 million to $12 million over the next twelve months to maintain
and make minor upgrades to the Company's existing facilities, which include
exercise equipment upgrades, HVAC and other operating equipment upgrades and
replacements, and locker room and workout area refurbishments, among others. For
the last several years, the Company has spent $6 million to $15 million
annually, as funds were available, to open new or replacement facilities. The
Company expects to continue those expenditures as funds are available.

The Company filed a Registration Statement with the Securities and Exchange
Commission to offer additional shares of its common stock which has not yet been
declared effective (the "Offering"). The Company intends to use (i)
approximately $20 million to $30 million of the proceeds of the Offering for
capital expenditures to develop 15 to 25 new facilities over the next three
years and more extensively refurbish and make major upgrades to approximately
25% of its facilities over the next two years, (ii) $7.5 million to repay a loan
to an affiliate of an underwriter of the Offering, (iii) as much as $3 million
to support the introduction of new initiatives and (iv) the balance, if any, for
general corporate and working capital purposes. The Company expects that
completion of the Offering will alleviate the need to use the discounting
techniques described above. Pending such uses, the Company may temporarily
invest available funds from the Offering in short-term securities and/or reduce
indebtedness under its revolving credit agreement.

FORWARD-LOOKING STATEMENTS

Forward-looking statements in this Form 10-Q/A including, without limitation,
statements relating to the Company's plans, strategies, objectives,
expectations, intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements involve known and unknown risks, uncertainties,
and other factors which may cause the actual results, performance or
achievements of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. These factors include, among others, the following: general economic
and business conditions; competition; success of operating initiatives,
advertising and promotional efforts; existence of adverse publicity or
litigation; acceptance of new product offerings; changes in business strategy or
plans;

                                         9

<PAGE>
                       BALLY TOTAL FITNESS HOLDING CORPORATION
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                          RESULTS OF OPERATIONS-(CONTINUED)


quality of management; availability, terms, and development of capital; business
abilities and judgment of personnel; changes in, or the failure to comply with,
government regulations; regional weather conditions; and other factors mentioned
in this Form 10-Q/A. The Company undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise.

CASH EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
("CASH EBITDA")

The indenture governing the 13% Notes requires the disclosure of information
with respect to Cash EBITDA (as calculated using accounting principles in effect
in January 1993, when the 13% Notes were issued) in this Form 10-Q/A. Cash
EBITDA should not be considered as an alternative to any measure of performance
or liquidity as promulgated under generally accepted accounting principles (such
as net income/loss or cash provided by/used in operating, investing and
financing activities), nor should it be considered as an indicator of the
Company's overall financial performance.

<TABLE>
Cash EBITDA is calculated as follows (in millions):

<CAPTION>
                                                             Three months
                                                             ended March 31
                                                         ----------------------
                                                            1997        1996
                                                         ----------  ----------
<S>                                                       <C>        <C>        

Loss before income taxes................................  $    (5.6) $    (11.8)
Adjustments to reconcile to Cash EBITDA:
  Interest expense (excluding $3.5
    million and $3.6 million of interest
    on the securitization facilities)...................        7.9         8.3
  Depreciation and amortization.........................       13.1        13.7
  Provision for doubtful receivables....................       25.5        24.5
  Increase in installment contracts
    receivable..........................................      (42.3)      (28.7)
  Increase in deferred revenues.........................        5.7          .7
  (Increase) decrease in deferred membership
    origination costs...................................        (.3)         .5
  Other non-cash items..................................         .1
                                                          ----------  ----------
Cash EBITDA.............................................  $     4.1   $     7.2
                                                          ==========  ==========
</TABLE>

Cash EBITDA was $4.1 million for the first quarter of 1997 compared to $7.2
million for 1996, a decrease of $3.1 million primarily attributed to decreased
collections and decreased accelerations on installment contracts receivable
offset, in part, by an increase in renewal dues and a decrease in cash expenses.

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<PAGE>
                       BALLY TOTAL FITNESS HOLDING CORPORATION

                             PART II.  OTHER INFORMATION



Item 6.  Exhibits and reports on Form 8-K

   (a)   Exhibits:

         27  Restated Financial Data Schedule for March 31, 1997 and 1996 (filed
             electronically only).

   (b)   Reports on Form 8-K:

         None.

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<PAGE>
                                   SIGNATURE PAGE



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.



                                BALLY TOTAL FITNESS HOLDING CORPORATION
                    ------------------------------------------------------------
                                             Registrant




                                         /s/ John W. Dwyer
                    ------------------------------------------------------------
                                           John W. Dwyer
                    Senior Vice President, Chief Financial Officer and Treasurer
                                    (principal financial officer)



Dated: July 16, 1997


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