UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~WASHINGTON, DC 20549~~

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~November~~February 47, ~~2010~~ 2011

GENERAL NUTRITION CENTERS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

~~Delaware~~333-144396

72-1575168

~~333-144396~~

~~72-1575168~~

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

~~(Commission File Number)~~

~~(IRS Employer Identification No.)~~

300 Sixth Avenue, Pittsburgh, Pennsylvania

15222

(Address of Principal Executive Offices)

(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

300 Sixth Avenue, Pittsburgh, Pennsylvania		15222
(Address of Principal Executive Offices)		(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 27.0201 ~~Results~~Regulation ofFD ~~Operations and Financial Condition~~Disclosure.

OnIn ~~November 4,~~connection ~~2010, the~~with ~~Registrant issued~~ a ~~press~~proposed ~~release~~financing ~~announcing~~transaction, ~~its~~General ~~financial~~Nutrition ~~results~~Centers, Inc. ~~for~~ (the ~~quarter~~ ~~ended~~“Company”) ~~September 30,~~is ~~2010. The~~providing ~~text~~certain ofinformation ~~the~~to ~~press~~potential ~~release~~lenders and is ~~included~~therefore asincluding ~~Exhibit 99.1~~such toinformation in this Current Report on Form 8-K pursuant to Regulation FD.

The ~~information~~financial ~~disclosed under~~and ~~this~~other ~~Item~~estimates ~~2.02,~~as ~~including~~of ~~Exhibit 99.1~~and ~~hereto~~for the year ended December 31, is2010 ~~being~~set ~~furnished and~~forth ~~shall~~below ~~not~~have bebeen ~~deemed~~prepared ~~“filed”~~by, ~~for~~and ~~purposes~~are the responsibility of, ~~Section 18~~management. The estimates are preliminary and remain subject to completion of management’s year-end closing process. Actual financial results for the ~~Securities Exchange~~quarter ~~Act~~and year may differ from these estimates. The following estimates are as of ~~1934~~the date hereof and ~~shall~~the Company does not beundertake ~~deemed~~any ~~incorporated~~obligation byto ~~reference~~update ~~into~~or revise any ~~filing~~ ~~made~~of ~~under~~ the ~~Securities~~information ~~Act~~provided ofto ~~1933~~potential lenders, ~~except~~whether as ~~expressly~~a result of new information, future events or otherwise. The financial and other estimates set forth ~~by specific~~below ~~reference~~are infor ~~such~~General ~~filing~~Nutrition Centers, Inc. and not its ultimate parent, GNC Acquisition Holdings Inc.

~~The~~Our ~~press~~independent ~~release contains~~registered ~~certain~~public ~~non-GAAP~~accounting ~~financial~~firm, ~~measures~~PricewaterhouseCoopers ~~within the meaning of the Securities and Exchange Commission’s Regulation G~~LLP, ~~namely EBITDA and adjusted EBITDA. Management~~ has ~~included~~not ~~this information~~audited, inreviewed, ~~the~~or ~~press~~performed ~~release~~any ~~because~~procedures itwith ~~believes~~respect ~~it represents a more effective means by which~~ to ~~measure~~ the ~~Registrant’s~~accompanying ~~operating performance. The~~preliminary ~~press~~financial ~~release~~data. Accordingly, ~~contains a~~PricewaterhouseCoopers ~~reconciliation~~LLP ofdoes ~~the~~not ~~non-GAAP~~express ~~measure~~an toopinion ~~the~~or ~~financial~~any ~~measure~~other ~~calculated and~~form ~~presented~~of inassurance ~~accordance~~ with ~~GAAP~~respect ~~which is most directly comparable to the applicable non-GAAP financial measure~~thereto.

Item 9.01. Financial Statements and Exhibits.

	Year Ended December 31, 2010 ($ in millions)
Revenues	$	1,822
Net Income	$	98	(1)
EBITDA	$	262	(1)(2)

Cash (at end of period)	$	151	(3)
Total Debt (at end of period)	$	1,059

Total Stores (at end of period)	7,260
Same Store Sales Growth
Domestic, company-owned (including web)	5.6		%
Domestic franchise	2.9		%

(d1) ~~Exhibits:~~ Net income and EBITDA include rent expense (estimated to be $195 million before tax).

Exhibit Number		Description
99.1		Press Release, dated November 4, 2010

(2) The Company defines EBITDA as net income before interest expense (net), income tax expense, depreciation and amortization. Management uses EBITDA as a tool to measure operating performance of the business. EBITDA is not a measurement of the Company’s financial performance under U.S. GAAP and should not be considered as an alternative to net income, operating income, or any other performance measures derived in accordance with U.S. GAAP, or as an alternative to U.S. GAAP cash flow from operating activities, as a measure of the Company’s profitability or liquidity.

~~SIGNATURE~~The following table reconciles EBITDA to net income as determined in accordance with GAAP for the period indicated:

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 hereunto duly authorized.

	Year Ended December 31, 2010 ($ in millions)
Net income	$	98
Interest expense, net	66
Income tax expense	51
Depreciation and amortization	47
EBITDA(a)	$	262

Dated: November 4, 2010
	GENERAL NUTRITION CENTERS, INC.
	By:	/s/ Gerald J. Stubenhofer, Jr.
		Gerald J. Stubenhofer, Jr.
		Senior Vice President and
		Chief Legal Officer

~~Exhibit~~(a) ~~Index~~For the year ended December 31, 2010, EBITDA includes the following expenses: $3.2 million of start-up costs related to the Company’s partnerships with PetSmart and PepsiCo; $3.5 million in connection with the Company’s exploration of strategic alternatives; $3.2 million of non-cash stock based compensation expense; and $1.5 million related to payments to the Company’s indirect parent, GNC Acquisition Holdings Inc., to make payments to the Company’s sponsors under a management agreement and GNC Acquisition Holdings Inc.’s Class B common stock.

Exhibit Number		Description
99.1		Press Release, dated November 4, 2010

(3) Excludes approximately $43 million of cash at GNC Acquisition Holdings Inc. as of December 31, 2010.

The information disclosed under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

SIGNATURE

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 hereunto duly authorized.

Dated: February 7, 2011

	GENERAL NUTRITION CENTERS, INC.


	By:	/s/ Gerald J. Stubenhofer, Jr.
		Gerald J. Stubenhofer, Jr.
		Senior Vice President and
		Chief Legal Officer

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