<HTML>
<HEAD>
<TITLE>03/31/2000 FORM 10-Q
</TITLE>
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<BODY>
<H1 ALIGN=CENTER><FONT SIZE=3>FORM 10-Q</FONT></H1>

<CENTER><FONT SIZE=3>SECURITIES AND EXCHANGE COMMISSION<BR>
<BR>
Washington, D.C. 20549</FONT></CENTER>
<BR>
<BR>
<FONT SIZE=3>(Mark One)</FONT>
<BR>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT SIZE=3>[X]</FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT SIZE=3>Quarterly Report Pursuant to Section
13 or 15 (d) of the Securities Exchange Act of 1934 for the period ended
March 31, 2000 </FONT></TD>
</TR>
</TABLE>

<CENTER><FONT SIZE=3>or</FONT></CENTER>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT><FONT SIZE=3>[   ]</FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT SIZE=3>Transition Report Pursuant to Section
13 or 15 (d) of the Securities Exchange Act of 1934</FONT></TD>
</TR>
</TABLE>
<BR>
<BR>
<BR>
<CENTER><FONT SIZE=3>Commission file number:   <B><U>0-27478</U></B></FONT></CENTER>
<BR>
<BR>
<CENTER><FONT SIZE=3><B><U>BALLY TOTAL FITNESS HOLDING CORPORATION</U></B><BR>
(Exact name of registrant as specified in its charter)</FONT></CENTER>
<BR>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=15% ALIGN=CENTER><FONT SIZE=3><B>Delaware</B></FONT></TD>
<TD WIDTH=10% ALIGN=CENTER><FONT SIZE=3><B>36-3228107</B></FONT></TD>
</TR>
<TR>
<TD WIDTH=15% ALIGN=CENTER><FONT SIZE=3>----------------------------------------------------------------</FONT></TD>
<TD WIDTH=10% ALIGN=CENTER><FONT SIZE=3>--------------------------------------</FONT></TD>
</TR>
<TR>
<TD WIDTH=15% ALIGN=CENTER><FONT SIZE=3>(State or other jurisdiction of incorporation)</FONT></TD>
<TD WIDTH=10% ALIGN=CENTER><FONT SIZE=3>(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
<BR>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR>
<TD WIDTH=15% ALIGN=CENTER><FONT SIZE=3><B>8700 West Bryn Mawr Avenue, Chicago, Illinois</B></FONT></TD>
<TD WIDTH=10% ALIGN=CENTER><FONT SIZE=3><B>60631</B></FONT></TD>
</TR>
<TR>
<TD WIDTH=15% ALIGN=CENTER><FONT SIZE=3>----------------------------------------------------------------</FONT></TD>
<TD WIDTH=10% ALIGN=CENTER><FONT SIZE=3>--------------------------------------</FONT></TD>
</TR>
<TR>
<TD WIDTH=15% ALIGN=CENTER><FONT SIZE=3>(Address of principal executive offices)</FONT></TD>
<TD WIDTH=10% ALIGN=CENTER><FONT SIZE=3>(Zip Code)</FONT></TD>
</TR>
</TABLE>
<BR>
<BR>
<FONT SIZE=3>Registrant’s telephone number, including area code:
   <B><U>(773) 380-3000</U></B></FONT>
<BR>
<BR>
<P><FONT SIZE=3>Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of he 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: <U>  X  </U>
   No: <U>       </U> </FONT></P>

<P><FONT SIZE=3>As of April 30, 2000, 23,837,276 shares of the registrant's
common stock were outstanding.</FONT></P>

<PAGE>

<PRE>
<B>
                    BALLY TOTAL FITNESS HOLDING CORPORATION

                                     INDEX

                                                                            Page
                                                                          Number
                                                                          ------</B>
PART I.  FINANCIAL INFORMATION

   Item 1. Financial statements:

      Condensed consolidated balance sheet (unaudited)
           March 31, 2000 and December 31, 1999                                1

      Consolidated statement of operations (unaudited)
           Three months ended March 31, 2000 and 1999                          2

      Consolidated statement of stockholders' equity (unaudited)
           Three months ended March 31, 2000                                   3

      Consolidated statement of cash flows (unaudited)
           Three months ended March 31, 2000 and 1999                          4

      Notes to condensed consolidated financial statements
           (unaudited)                                                         6

   Item 2. Management's discussion and analysis of financial
           condition and results of operations                                 9


PART II.  OTHER INFORMATION

   Item 6. Exhibits and reports on Form 8-K                                   12


SIGNATURE PAGE                                                                13
</PRE>

<PAGE>
<PRE>
<B>
                    BALLY TOTAL FITNESS HOLDING CORPORATION
                      Condensed Consolidated Balance Sheet</B>
                                  (Unaudited)
<B>
                                                        MARCH 31    DECEMBER 31
                                                            2000           1999
                                                    ------------   ------------</B>
                                                          (In thousands)
                    <B>ASSETS</B>

Current assets:
  Cash and equivalents                              $      9,511   $     23,450
  Installment contracts receivable, net                  255,890        241,450
  Other current assets                                    47,201         46,185
                                                    ------------   ------------
    Total current assets                                 312,602        311,085

Installment contracts receivable, net                    261,289        244,693
Property and equipment, less accumulated
  depreciation and amortization of $395,300
  and $382,897                                           499,114        473,111
Intangible assets, less accumulated
  amortization of $66,237 and $64,554                    135,823        137,156
Deferred income taxes                                     39,401         39,444
Deferred membership origination costs                    109,828        106,195
Other assets                                              38,542         36,873
                                                    ------------   ------------
                                                    $  1,396,599   $  1,348,557
                                                    ============   ============

      <B>LIABILITIES AND STOCKHOLDERS' EQUITY</B>

Current liabilities:
  Accounts payable                                  $     50,003   $     49,629
  Income taxes payable                                     3,127          3,063
  Deferred income taxes                                   40,802         40,933
  Accrued liabilities                                     67,454         59,197
  Current maturities of long-term debt                    12,406          9,505
  Deferred revenues                                      299,613        290,123
                                                    ------------   ------------
    Total current liabilities                            473,405        452,450

Long-term debt, less current maturities                  598,005        593,903
Other liabilities                                          6,515          6,531
Deferred revenues                                         90,112         83,214
Stockholders' equity                                     228,562        212,459
                                                    ------------   ------------
                                                    $  1,396,599   $  1,348,557
                                                    ============   ============


                            See accompanying notes.


                                       1

</PRE>

<PAGE>
<PRE>
<B>
                    BALLY TOTAL FITNESS HOLDING CORPORATION
                      Consolidated Statement of Operations</B>
                                  (Unaudited)
<B>
                                                             THREE MONTHS ENDED
                                                                       MARCH 31
                                                    ---------------------------
                                                            2000           1999
                                                    ------------   ------------</B>
                                           (In thousands, except per share data)
Net revenues:
  Membership revenues--
    Initial membership fees on financed
      memberships originated                        $    144,462   $    126,730
    Initial membership fees on paid-in-full
      memberships originated                               6,717          6,670
    Dues collected                                        67,361         59,968
    Change in deferred revenues                          (16,301)       (13,437)
                                                    ------------   ------------
                                                         202,239        179,931

  Finance charges earned                                  16,374         13,983
  Products and services                                   26,613         11,990
  Miscellaneous revenue                                    4,026          2,532
                                                    ------------   ------------
                                                         249,252        208,436

Operating costs and expenses:
  Fitness center operations                              114,205        104,891
  Products and services                                   17,369          7,900
  Member processing and collection centers                10,828         10,638
  Advertising                                             14,833         13,701
  General and administrative                               7,145          6,688
  Provision for doubtful receivables                      43,407         36,815
  Depreciation and amortization                           15,285         12,395
  Change in deferred membership origination costs         (3,633)        (2,889)
                                                    ------------   ------------
                                                         219,439        190,139
                                                    ------------   ------------
Operating income                                          29,813         18,297
Interest income                                              490            861
Interest expense                                         (14,811)       (12,297)
                                                    ------------   ------------
Income before income taxes and cumulative effect
  of a change in accounting principle                     15,492          6,861
Income tax provision                                        (225)          (150)
                                                    ------------   ------------
Income before cumulative effect of a change in
  accounting principle                                    15,267          6,711
Cumulative effect of a change in accounting
  principle, net of income tax                                             (262)
                                                    ------------   ------------
Net income                                          $     15,267   $      6,449
                                                    ============   ============

Basic earnings per common share:
  Income before cumulative effect of a change in
    accounting principle                            $       0.65   $       0.29
  Cumulative effect of a change in accounting
    principle                                                             (0.01)
                                                    ------------   ------------
Net income per common share                         $       0.65   $       0.28
                                                    ============   ============

Diluted earnings per common share:
  Income before cumulative effect of a change in
    accounting principle                            $       0.56   $       0.25
  Cumulative effect of a change in accounting
    principle                                                             (0.01)
                                                    ------------   ------------
Net income per common share                         $       0.56   $       0.24
                                                    ============   ============


                            See accompanying notes.


                                       2

</PRE>
<PAGE>
<PRE>
<B>
                    BALLY TOTAL FITNESS HOLDING CORPORATION
              Consolidated Statement of Stockholders’ Equity</B>
                                  (Unaudited)

<B>
                                    Common stock                                 Unearned
                                  -----------------                            compensation    Common       Total
                                               Par   Contributed  Accumulated  (restricted    stock in   stockholders'
                                    Shares    value    capital      deficit       stock)      treasury      equity
                                  ----------  -----  -----------  -----------  ------------  ----------  -------------</B>
                                                         (In thousands, except share data)

Balance at December 31, 1999      23,755,394  $ 243    $ 498,093   $(267,124)    $  (7,978)  $ (10,775)    $ 212,459

Net income                                                            15,267                                  15,267

Issuance of common stock under
  stock purchase and option plans     60,475      1          835                                                 836
                                  ----------  -----    ---------   ---------     ---------   ---------     ---------
Balance at March 31, 2000         23,815,869  $ 244    $ 498,928   $(251,857)    $  (7,978)  $ (10,775)    $ 228,562
                                  ==========  =====    =========   =========     =========   =========     =========


                            See accompanying notes.


                                       3

</PRE>
<PAGE>
<PRE>
<B>
                    BALLY TOTAL FITNESS HOLDIND CORPORATION
                      Consolidated Statement of Cash Flows</B>
                                  (Unaudited)
<B>
                                                             THREE MONTHS ENDED
                                                                       MARCH 31
                                                    ---------------------------
                                                            2000           1999
                                                    ------------   ------------</B>
                                                          (In thousands)
OPERATING:
  Income before cumulative effect of a change in
    accounting principle                            $     15,267   $      6,711
  Adjustments to reconcile to cash provided--
    Depreciation and amortization, including
      amortization included in interest expense           16,372         13,122
    Provision for doubtful receivables                    43,407         36,815
    Change in operating assets and liabilities           (57,078)       (40,340)
                                                    ------------   ------------
    Cash provided by operating activities                 17,968         16,308

INVESTING:
  Purchases and construction of property
    and equipment                                        (32,071)       (24,964)
  Acquisitions of businesses                              (1,900)          (819)
  Other, net                                                             (3,000)
                                                    ------------   ------------
    Cash used in investing activities                    (33,971)       (28,783)

FINANCING:
  Debt transactions--
    Net borrowings under revolving credit agreement        4,500
    Repayments of other long-term debt                    (3,272)        (1,856)
                                                    ------------   ------------
    Cash provided by (used in) debt transactions           1,228         (1,856)

  Equity transactions--
    Proceeds from issuance of common stock under
      stock purchase and option plans                        836            637
                                                    ------------   ------------
    Cash provided by (used in) financing activities        2,064         (1,219)
                                                    ------------   ------------

Decrease in cash and equivalents                         (13,939)       (13,694)
Cash and equivalents, beginning of period                 23,450         64,382
                                                    ------------   ------------
Cash and equivalents, end of period                 $      9,511   $     50,688
                                                    ============   ============


                            See accompanying notes.


                                       4

</PRE>
<PAGE>
<PRE>
<B>
                    BALLY TOTAL FITNESS HOLDIND CORPORATION
               Consolidated Statement of Cash Flows--(continued)</B>
                                  (Unaudited)
<B>
                                                             THREE MONTHS ENDED
                                                                       MARCH 31
                                                    ---------------------------
                                                            2000           1999
                                                    ------------   ------------</B>
                                                          (In thousands)
SUPPLEMENTAL CASH FLOWS INFORMATION:

Changes in operating assets and liabilities,
  were as follows--
    Increase in installment contracts receivable    $    (74,875)  $    (61,761)
    (Increase) decrease in other current and other
      assets                                              (3,462)           877
    Increase in deferred membership origination
      costs                                               (3,633)        (2,889)
    Increase (decrease) in accounts payable                  374         (2,194)
    Increase (decrease) in income taxes payable              (25)           144
    Increase in accrued and other liabilities              8,242         12,046
    Increase in deferred revenues                         16,301         13,437
                                                    ------------   ------------
                                                    $    (57,078)  $    (40,340)
                                                    ============   ============

Cash payments for interest and income taxes
  were as follows--
    Interest paid                                   $      7,120   $      4,540
    Interest capitalized                                    (695)          (276)
    Income taxes paid, net                                   248              6

Investing and financing activities exclude the
  following non-cash transactions--
    Acquisition of property and equipment
      through capital leases/borrowings             $      5,734   $      2,882
    Debt, including assumed debt, related to
      acquisitions of businesses                                          3,417


                            See accompanying notes.


                                       5

</PRE>
<PAGE>

<CENTER><FONT SIZE=3><B>BALLY TOTAL FITNESS HOLDING CORPORATION<BR>
Notes to Condensed Consolidated Financial Statements</B><BR>
(All dollar amounts in thousands, except share data)<BR>
(Unaudited)</FONT></CENTER>

<H2 ALIGN=LEFT><FONT SIZE=3>Basis of presentation</FONT></H2>

<P><FONT SIZE=3>          The
accompanying condensed consolidated financial statements include the accounts of
Bally Total Fitness Holding Corporation (the "Company") and the subsidiaries
that it controls. The Company, through its subsidiaries, is a commercial
operator of fitness centers in North America with approximately 370 facilities
concentrated in 27 states and Canada. The Company operated 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
and Canada. 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 for the year
ended December 31, 1999.</FONT></P>

<P><FONT SIZE=3>          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, 2000, its consolidated statements of operations and
cash flows for the three months ended March 31, 2000 and 1999, and its
consolidated statement of stockholders' equity for the three months ended March
31, 2000. All such adjustments were of a normal recurring nature.</FONT></P>

<P><FONT SIZE=3>          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. In addition,
certain reclassifications have been made to prior period financial statements to
conform with the 2000 presentation.</FONT></P>

<H2 ALIGN=LEFT><FONT SIZE=3>Seasonal factors</FONT></H2>

<P><FONT SIZE=3>          The
Company's operations are subject to seasonal factors and, therefore, the results
of operations for the three months ended March 31, 2000 and 1999 are not
necessarily indicative of the results of operations for the full year.</FONT></P>

<H2 ALIGN=LEFT><FONT SIZE=3>Acquisitions</FONT></H2>

<P><FONT SIZE=3>          During
the first quarter of 2000, the Company acquired three fitness centers located in
the San Diego area. The total purchase price of the three centers was $1,900.</FONT></P>
<BR>
<CENTER>6</CENTER>

<PAGE>
<H2 ALIGN=LEFT><FONT SIZE=3>Installment contracts receivable</FONT></H2>
<PRE>
<B>
                                                        MARCH 31    DECEMBER 31
                                                            2000           1999
                                                    ------------   ------------</B>
Current:
  Installment contracts receivable                  $    384,337   $    355,029
  Unearned finance charges                               (46,832)       (41,515)
  Allowance for doubtful receivables and
    cancellations                                        (81,615)       (72,064)
                                                    ------------   ------------
                                                    $    255,890   $    241,450
                                                    ============   ============
Long-term:
  Installment contracts receivable                  $    345,942   $    319,034
  Unearned finance charges                               (23,032)       (20,367)
  Allowance for doubtful receivables and
    cancellations                                        (61,621)       (53,974)
                                                    ------------   ------------
                                                    $    261,289   $    244,693
                                                    ============   ============
</PRE>
<BR>
<H2 ALIGN=LEFT><FONT SIZE=3>Allowance for doubtful receivables and cancellations</FONT></H2>

<P><FONT SIZE=3>A summary of the allowance for doubtful receivables and
cancellations activity is as follows:</FONT></P>
<PRE>
<B>
                                                             THREE MONTHS ENDED
                                                                       MARCH 31
                                                    ---------------------------
                                                            2000           1999
                                                    ------------   ------------</B>

Balance at beginning of period                      $    126,038   $    106,301
Contract cancellations and write-offs of
  uncollectible amounts, net of recoveries               (76,204)       (63,807)
Provision for cancellations
  (classified as a direct reduction of revenues)          49,995         41,800
Provision for doubtful receivables                        43,407         36,815
                                                    ------------   ------------
Balance at end of period                            $    143,236   $    121,109
                                                    ============   ============
</PRE>
<BR>
<BR>
<CENTER>7</CENTER>

<PAGE>

<H2 ALIGN=LEFT><FONT SIZE=3>Earnings per common share</FONT></H2>

<P><FONT SIZE=3>          Basic
earnings per common share for each period is computed based on the weighted
average number of shares of common stock outstanding of 23,570,467 in 2000 and
23,202,709 in 1999. Diluted earnings per common share for each period includes
the addition of common stock equivalents of 3,794,965 and 3,589,750 in 2000 and
1999, respectively. Common stock equivalents represent the dilutive effect of
the assumed exercise of outstanding warrants and stock options.</FONT></P>

<H2 ALIGN=LEFT><FONT SIZE=3>Cumulative effect of a change in accounting principle</FONT></H2>

<P><FONT SIZE=3>          In
April 1998, the American Institute of Certified Public Accountants issued
Statement of Position ("SOP") 98-5, <I>Reporting the Costs of Start-up Activities</I>.
The SOP was effective beginning on January 1, 1999, and required that start-up
costs including organization costs capitalized prior to January 1, 1999 be
written-off and any future start-up costs be expensed as incurred. The Company's
unamortized start-up costs at January 1, 1999 were written off and reported as a
cumulative effect of a change in accounting principle, net of tax, in accordance
with APB Opinion No. 20.</FONT></P>

<H2 ALIGN=LEFT><FONT SIZE=3>Income Taxes</FONT></H2>

<P><FONT SIZE=3>          As
a result of the Company's improved operating results and trends, the Company is
currently evaluating the continuing need for its approximate $160 million
valuation allowance offsetting the deferred tax assets that otherwise arise from
its approximate $500 million of tax loss carryforwards. As required by Financial
Accounting Standard No. 109, <I>Accounting for Income Taxes</I>, management
expects, during the current year, to complete its re-valuation of the tax
valuation allowance and determine an appropriate amount to be reversed. Any
reversal of the tax valuation allowance will be reflected as a reduction of the
income tax provision, therefore increasing net income</FONT></P>
<BR>
<CENTER>8</CENTER>

<PAGE>

<CENTER><FONT SIZE=3><B>BALLY TOTAL FITNESS HOLDING CORPORATION<BR>
Management’s Discussion and Analysis of Financial Condition and<BR>
Results of Operations</B></FONT></CENTER>
<BR>
<BR>
<H2 ALIGN=LEFT><FONT SIZE=3>Comparison of the Three Months Ended March 31, 2000
and 1999</FONT></H2>

<P><FONT SIZE=3>          Net
revenue for the first quarter of 2000 was $249.3 million compared to $208.5
million in 1999, an increase of $40.8 million (20%). Net revenues from
comparable fitness centers increased 12%. This significant increase in net
revenues resulted from the following:</FONT></P>

<UL>
<LI><P><FONT SIZE=3>Total new  membership  units sold  increased 4% and the
weighted average selling price of membership contracts sold increased 9% over
the prior year quarter. As a result, initial membership fees originated
increased $17.8 million (13%). The increase in new membership units sold was
almost entirely attributable to the sale of higher margin multi-club membership
plans.</FONT></P></LI>

<LI><P><FONT SIZE=3>Dues collected  increased $7.4 million (12%) from the 1999
quarter, reflecting both continued improvements in member retention and pricing
strategies and an increase attributable to fitness centers operating under our
four upscale brands, which generally charge higher dues.</FONT></P></LI>

<LI><P><FONT SIZE=3>Finance  charges  earned during the first quarter of 2000
increased $2.4 million (17%) compared to the 1999 quarter, due to the growth in
size and quality of the receivables portfolio. Membership receivables written
off in the current period, as a percent of average membership receivables, was
consistent with prior periods. The percentage of accounts current with all
contractual payments continues to exceed 85%. The average interest rate for
finance charges to members was substantially unchanged between the periods.</FONT></P></LI>

<LI><P><FONT SIZE=3>Products and services  revenue  increased $14.6 million
(122%) over the 1999 quarter, primarily reflecting the continued growth of
personal training services and nutritional and other retail products.</FONT></P></LI>

<LI><P><FONT SIZE=3>Fees and other revenues increased $1.5 million (59%)
over the 1999 quarter, primarily reflecting the continuing growth of licensing
revenue. </FONT></P></LI>
</UL>

<P><FONT SIZE=3>          The
weighted average number of fitness centers increased to 366 in the first quarter
of 2000 from 329 in the first quarter of 1999, including an increase in the
weighted-average number of centers operating under our four upscale brands,
which have smaller membership volume strategies, from 15 to 34.</FONT></P>

<P><FONT SIZE=3>          Operating
income for the first quarter of 2000 was $29.8 million compared to $18.3 million
in 1999. The increase of $11.5 million (63%) was due to a $40.8 million (20%)
increase in net revenue, offset, in part, by an increase in operating costs and
expenses of $26.4 million (15%) and a $2.9 million increase in depreciation and
amortization. The operating margin before depreciation and amortization
increased to 18% from 15% for the 1999 quarter. Excluding the provision for
doubtful receivables, depreciation and amortization and the effect of deferral
accounting, operating costs and expenses increased $20.6 million (14%) from
1999. Fitness center operating expenses increased $9.3 million (9%) due
principally to incremental costs of operating new fitness centers and additional
commissions from the growth in initial membership fees originated. A substantial
portion of commission expense is deferred through deferral accounting. Products
and services expenses increased $9.5 million (120%) to support the revenue
growth of product and service offerings. Operating income from products and
services, net of related development, pre-opening and start-up costs, increased
to $9.2 million from $4.1 million in the prior year quarter, with an operating
margin of 35% in 2000 compared to 34% in the 1999 quarter. Member processing and
collection center expenses were substantially unchanged from the prior year
quarter. Advertising expenses increased 8% compared to the prior year due to
increased market research, new club marketing, and direct mail programs used to
grow initial membership fees. General and administrative expenses increased 7%
compared to the prior year quarter to support acquisition strategies.
Depreciation and amortization expense increased $2.9 million (23%) largely as a
result of the significant increase in purchases and construction of property and
equipment during the past two years.</FONT></P>
<BR>
<CENTER>9</CENTER>

<PAGE>

<P><FONT SIZE=3>          The
provision for doubtful receivables, including the provision for cancellations
which is reported in the financial statements as a direct reduction of initial
membership fees on financed memberships originated, totaled 41% of the gross
financed portion of new membership fees originated in both periods.</FONT></P>

<P><FONT SIZE=3>          Deferral
accounting reduced earnings by $2.1 million for 2000 compared to 1999. This
decrease reflects the combined impact of incremental decreases of $2.9 million
in revenues and $.8 million in the expense offset.</FONT></P>

<P><FONT SIZE=3>          Interest
expense was $14.8 million for the first quarter of 2000 compared to $12.3
million in 1999. The $2.5 million increase was due to higher levels of debt
incurred.</FONT></P>

<P><FONT SIZE=3>          The
income tax provisions for the first quarter of 2000 and 1999 reflect state
income taxes only. The federal provisions were offset by the utilization of
prior years' net operating losses.</FONT></P>

<H2 ALIGN=LEFT><FONT SIZE=3>Liquidity and Capital Resources</FONT></H2>

<P><FONT SIZE=3>          Cash
flow from operating activities was $18.0 million in the 2000 quarter compared to
$16.3 million in the 1999 quarter. Net contracts receivable grew $31.5 million
compared to $25.0 million in the 1999 quarter and interest paid totaled $7.1
million compared to $4.5 million in the 1999 quarter resulting in a combined
increase in the use of working capital of $9.1 million. Cash provided by
operating activities, excluding the growth in net contracts receivable and
interest paid, increased $10.8 million (24%) quarter over quarter. The
improvement principally reflects the continued growth in overall collections
from installment contracts receivable and monthly dues and the continued
improvement in operating margins.</FONT></P>

<P><FONT SIZE=3>          Our
bank credit facility, dated November 10, 1999, provides up to $175.0 million of
availability consisting of a five-year $75.0 million term loan and a $100.0
million three-year revolving credit facility. The amount available under the
revolving credit facility is reduced by any outstanding letters of credit, which
cannot exceed $30.0 million. As of March 31, 2000, the Company had drawn $4.5
million on its $100 million revolving credit line and had outstanding letters of
credit totaling $6.9 million. The $75.0 million term loan is repayable in 19
quarterly installments, commencing March 31, 2000, of $250,000, with a final
installment of $70.3 million due in November 2004. We have no scheduled
principal payments under our subordinated debt until October 2007, and the
principal amount of the certificates under our securitization facility remains
fixed at $160.0 million through July 2001. Our debt service requirements,
including interest, for the next 12 months are approximately $69.4 million. We
believe that we will be able to satisfy our 2000 requirements for debt service,
capital expenditures and any stock repurchases, out of available cash balances,
cash flow from operations and borrowings on the revolving credit facility.</FONT></P>

<P><FONT SIZE=3>          We
are authorized to repurchase up to 1,500,000 shares of our common stock on the
open market from time to time. We have repurchased 625,100 shares at an average
price of $18 per share. No purchases have been made since November 1999.</FONT></P>

<P><FONT SIZE=3>          During
the first three months of 2000, we invested approximately $32.1 million in
property and equipment, including approximately $26.0 million related to new
fitness centers and major upgrades and expansions, including new equipment, of
existing fitness centers, and $1.0 million to purchase existing leaseholds. We
opened three new facilities during the first three months of 2000 and acquired
three fitness centers in the San Diego area.</FONT></P>
<BR>
<CENTER>10</CENTER>

<PAGE>

<H2 ALIGN=LEFT><FONT SIZE=3>Year 2000</FONT></H2>

<P><FONT SIZE=3>          We
completed an assessment of whether our systems and those of third parties, which
could have a material impact on our business, will function properly with
respect to dates in 2000 and thereafter. All critical system modifications were
completed and implemented prior to December 31, 1999 and, as such, we did not
experience any material effects as a result of a year 2000 problem.
Additionally, we did not experience any significant year 2000 problems with our
non-information technology systems, such as embedded microcontrollers, or with
the financial institutions that process our collections of installment
receivables and monthly dues by electronic payment methods.</FONT></P>

<H2 ALIGN=LEFT><FONT SIZE=3>Forward-Looking Statements</FONT></H2>

<P><FONT SIZE=3>          Forward-looking
statements in this Form 10-Q including, without limitation, statements relating
to our 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 that may cause
our actual results, performance or achievements to be materially different from
any future results, performance or achievements expressed or implied by the
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; 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 described in this Form 10-Q or in other of our filings with the
Securities and Exchange Commission. We are under no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.</FONT></P>
<BR>
<CENTER>11</CENTER>

<PAGE>

<CENTER><FONT SIZE=3><B>BALLY TOTAL FITNESS HOLDING CORPORATION<BR>
<BR>
PART II. OTHER INFORMATION</B></FONT></CENTER>
<BR>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><FONT SIZE=3>Item 6.</FONT></TD>
<TD WIDTH=95% ALIGN=LEFT><FONT SIZE=3>Exhibits and reports on Form
8-K</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=5% ALIGN=LEFT><FONT SIZE=3>(a)</FONT></TD>
<TD WIDTH=85% ALIGN=LEFT><FONT SIZE=3>Exhibits:</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=8% ALIGN=LEFT><FONT SIZE=3>27.1</FONT></TD>
<TD WIDTH=77% ALIGN=LEFT><FONT SIZE=3>Financial Data Schedule for March 31, 2000
(filed electronically only).</FONT></TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=8% ALIGN=LEFT><FONT SIZE=3>27.2</FONT></TD>
<TD WIDTH=77% ALIGN=LEFT><FONT SIZE=3>Restated Financial Data Schedule for
March 31, 1999 (filed electronically only)</FONT></TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=5% ALIGN=LEFT><FONT SIZE=3>(b)</FONT></TD>
<TD WIDTH=85% ALIGN=LEFT><FONT SIZE=3>Reports on Form 8-K:</FONT></TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=35% ALIGN=LEFT><FONT SIZE=3>Financial</FONT></TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3>Date</FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3>Items</FONT></TD>
<TD WIDTH=35% ALIGN=LEFT><FONT SIZE=3>Statements</FONT></TD>
</TR>
<TR>
<TD WIDTH=15% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3>---------------------</FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3>---------------------</FONT></TD>
<TD WIDTH=35% ALIGN=LEFT><FONT SIZE=3>---------------------</FONT></TD>
</TR>
<TR>
<TD WIDTH=15% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=35% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
</TR>
<TR>
<TD WIDTH=15% ALIGN=LEFT><FONT SIZE=3> </FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3>February 9, 2000</FONT></TD>
<TD WIDTH=25% ALIGN=LEFT><FONT SIZE=3>#5 and #7</FONT></TD>
<TD WIDTH=35% ALIGN=LEFT><FONT SIZE=3>None</FONT></TD>
</TR>
</TABLE>
<BR>
<BR>
<CENTER>12</CENTER>

<PAGE>

<CENTER><FONT SIZE=3><B>BALLY TOTAL FITNESS HOLDING CORPORATION<BR>
<BR>
SIGNATURE PAGE</B></FONT></CENTER>
<BR>
<BR>
<P><FONT SIZE=3>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. </FONT></P>
<BR>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=40%> </TD>
<TD WIDTH=60% ALIGN=CENTER><FONT SIZE=3>
BALLY TOTAL FITNESS HOLDING CORPORATION<BR>
-------------------------------------------------------------<BR>
Registrant</FONT></TD>
</TR>
<TR>
<TD> </TD>
<TD> </TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=40%> </TD>
<TD WIDTH=60% ALIGN=CENTER><FONT SIZE=3>
/s/ John W. Dwyer<BR>
---------------------------------------------------------------<BR>
John W. Dwyer<BR>
Executive Vice President, Chief Financial Officer and Treasurer<BR>
(principal financial officer)</FONT></TD>
</TR>
</TABLE>
<BR>
<BR>
<FONT SIZE=3>Dated: May 15, 2000</FONT>
<BR>
<BR>
<CENTER>13</CENTER>

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