FORM 8-K - 12/03/2004
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)     December 2, 2004


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

Delaware 0-27478 36-3228107
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
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


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:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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



BALLY TOTAL FITNESS HOLDING CORPORATION
FORM 8-K
Current Report


Item 8.01 Other Events.
     
  

           On December 2, 2004, Bally Total Fitness Holding Corporation issued a press release announcing increases in the initial consent fee payable to holders of its 10-1/2% Senior Notes due 2011 and 9-7/8% Senior Subordinated Notes due 2007 who consent to waivers of defaults under the indentures governing the notes in accordance with the requirements set forth in Bally’s Consent Solicitation Statements dated November 15, 2004 and the related Letters of Consent, and extending the consent due date for solicitation of waivers to December 7, 2004. The press release is attached hereto as Exhibit 99.1.
     
Item 9.01 Financial Statements and Exhibits
     
   c.   Exhibits
     
         99.1 Press release dated December 2, 2004, announcing increases in the initial consent fee payable to noteholders granting waivers and extending the consent due date for solicitation of waivers to December 7, 2004.


           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.



  BALLY TOTAL FITNESS HOLDING CORPORATION  
 
  Registrant
   
Dated: December 3, 2004 /s/ William G. Fanelli
 
  William G. Fanelli
  Senior Vice President, Acting Chief Financial Officer