UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

~~Date~~Pursuant ofto ~~report (Date~~Section 13 ofor ~~earliest event reported~~15(d) ~~February~~ 7,of ~~2011~~the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported) February 25, 2011

GENERAL NUTRITION CENTERS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		333-144396		72-1575168
(State or Other Jurisdiction of Incorporation)		(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)

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 72.0102 ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

InOn ~~connection~~February 25, ~~with~~2011, athe ~~proposed~~Registrant ~~financing~~issued ~~transaction,~~a ~~General~~press ~~Nutrition~~release ~~Centers, Inc.~~announcing ~~(the~~its ~~“Company”)~~financial isresults ~~providing~~for ~~certain~~the ~~information~~quarter toand ~~potential~~year ~~lenders~~ended ~~and~~December 31, is2010. The ~~therefore~~text ~~including~~of ~~such~~the ~~information~~press inrelease ~~this~~is ~~Current~~included ~~Report~~as onExhibit 99.1 to this Form 8-K ~~pursuant to Regulation FD~~.

The ~~financial~~information ~~and~~disclosed ~~other~~under ~~estimates~~this asItem of2.02, ~~and~~including ~~for the year ended December~~Exhibit 3199.1 hereto, ~~2010~~is ~~set~~being ~~forth~~furnished ~~below~~and ~~have~~shall ~~been~~not ~~prepared~~be ~~by,~~deemed ~~and~~“filed” ~~are~~for ~~the~~purposes ~~responsibility~~ of, ~~management. The~~Section 18 ~~estimates are preliminary and remain subject to completion~~ of ~~management’s year-end closing process. Actual financial results for~~ the ~~quarter~~Securities ~~and~~Exchange ~~year~~Act ~~may differ from these estimates. The following estimates are as~~ of ~~the~~1934 ~~date hereof~~ and ~~the~~shall ~~Company does~~ not ~~undertake~~be ~~any~~deemed ~~obligation~~incorporated toby ~~update~~reference orinto ~~revise~~ any offiling ~~the~~made ~~information~~under ~~provided~~the toSecurities ~~potential~~Act ~~lenders, whether as a result~~ of ~~new information~~1933, ~~future~~except ~~events~~as orexpressly ~~otherwise. The financial and other estimates~~ set forth ~~below~~by ~~are~~specific ~~for~~reference ~~General~~in ~~Nutrition~~such ~~Centers, Inc~~filing. ~~and not its ultimate parent, GNC Acquisition Holdings Inc.~~

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

	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		%

Item 9.01. Financial Statements and Exhibits.

(1d) ~~Net income and EBITDA include rent expense (estimated to be $195 million before tax).~~ Exhibits:

(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.

Exhibit Number		Description

99.1		Press Release, dated February 25, 2011

~~The following table reconciles EBITDA to net income as determined in accordance with GAAP for the period indicated:~~2

	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

SIGNATURE

2Pursuant 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.

~~(a)~~Dated: February ~~For the year ended December 31~~25, 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.2011

~~(3) Excludes~~GENERAL ~~approximately~~NUTRITION ~~$43~~CENTERS, ~~million~~INC. ofBy: ~~cash~~/s/ atGerald ~~GNC~~J. ~~Acquisition~~Stubenhofer, ~~Holdings Inc~~Jr. asGerald ofJ. ~~December 31~~Stubenhofer, ~~2010~~Jr. Senior Vice President, Chief Legal Officer and Secretary

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.3

3Exhibit Index

SIGNATURE

Exhibit Number		Description
99.1		Press Release, dated as of February 25, 2011

~~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.~~4

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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