On May 18, 2004, the Audit Committee of the Board of Directors of Bally Total Fitness Holding Corporation (the “Company”) approved the engagement of KPMG LLP as its independent auditors for the fiscal year ending December 31, 2004 to replace the firm of Ernst & Young LLP, which informed the Company on March 25, 2004 that it had resigned as independent auditors of the Company effective with the filing with the Securities and Exchange Commission of the Company’s quarterly report on Form 10-Q for the quarter ending March 31, 2004.

During the two most recent fiscal years and the subsequent interim period through May 18, 2004, the Company did not consult with KPMG LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; (ii) the type of audit opinion that might be rendered on the financial statements; or (iii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

On May 18, 2004, Bally Total Fitness Holding Corporation issued a press release announcing that it has appointed KPMG to serve as its independent auditor. The press release is attached hereto as Exhibit 99 and incorporated by reference herein.