EXHIBIT 21
BALLY TOTAL FITNESS HOLDING CORPORATION
LIST OF SUBSIDIARIES
| Name | Place of Incorporation | |
| Bally Total Fitness Holding Corporation | Delaware | |
| Bally Total Fitness Corporation | Delaware | |
| Nycon Holding Co., Inc.(a) | New York | |
| Rhode Island Holding Company(b) | Rhode Island | |
| Bally Total Fitness of Rhode Island, Inc.(c) | Rhode Island | |
| New Fitness Holding Co., Inc.(d) | New York | |
| Bally Total Fitness of Upstate New York, Inc.(e) | New York | |
| Bally Total Fitness of Connecticut Valley, Inc.(f) | Connecticut | |
| Bally Total Fitness of Connecticut Coast, Inc.(g) | Connecticut | |
| Bally Total Fitness of the Midwest, Inc. | Ohio | |
| Bally Total Fitness of Minnesota, Inc. | Ohio | |
| Bally ARA Corporation | Delaware | |
| Greater Philly No. 1 Holding Company(h) | Pennsylvania | |
| Greater Philly No. 2 Holding Company(i) | Pennsylvania | |
| Bally Total Fitness of Philadelphia, Inc. | Pennsylvania | |
| Bally Total Fitness of California, Inc. | California | |
| Bally Total Fitness of Toledo, Inc. | Ohio | |
| Health & Tennis Corporation of New York | Delaware | |
| U.S. Health, Inc. | Delaware | |
| Bally Total Fitness of the Mid-Atlantic, Inc. | Delaware | |
| Bally Real Estate I LLC | Delaware | |
| Holiday Health Clubs of the East Coast, Inc.(k) | Delaware | |
| Holiday/Southeast Holding Corp.(l) | Delaware | |
| Tidelands Holiday Health Clubs, Inc.(m) | Virginia | |
| Bally Total Fitness of the Southeast, Inc.(m) | South Carolina | |
| Jack LaLanne Holding Corp. | New York | |
| Bally Total Fitness of Greater New York, Inc. | New York | |
| Bally Sports Clubs, Inc. | New York | |
| Bally Total Fitness International, Inc. | Michigan | |
| Bally Total Fitness of Missouri, Inc. | Missouri | |
| Bally Total Fitness of Colorado, Inc. | Colorado | |
| Bally REFS West Hartford, LLC | Delaware | |
| Bally Matrix Fitness Center Ltd.(n) | Ontario, Canada | |
| BTF Canada Corporation | Ontario, Canada | |
| BTF Europe Corporation | Delaware | |
| Bally-Holmes Place, S.L.(o) | Spain | |
| BTF/HP, LLC (p) | Delaware | |
| Bally Franchising Holdings, Inc. | Illinois | |
| Bally Fitness Franchising, Inc. | Illinois | |
| Bally Total Fitness Franchising, Inc. | Illinois | |
| Bally Franchise RSC, Inc. | Illinois | |
| BTFCC, Inc. | Delaware | |
| BTFF Corporation | Delaware | |
| BTF Indianapolis Corporation | Delaware | |
| BTF Cincinnati Corporation | Delaware | |
| BTF Minneapolis Corporation | Delaware | |
| Lincoln Indemnity Company | Vermont | |
| BTF/CFI, Inc. | Delaware |
| NOTES: | ||
| Subsidiaries of subsidiary companies are indented and follow the respective companies by which they are controlled. With the exception of the following, percentage of ownership is 100%. | ||
| (a) | 85% of outstanding stock owned by Bally Total Fitness Corporation. | |
| (b) | 80% of outstanding stock owned by Nycon Holding Co., Inc., 7.5% owned by Bally Total Fitness Corporation and 7.5% Bally Total Fitness Holding Corporation. | |
| (c) | 80% of outstanding stock owned by Rhode Island Holding Company and 20% owned by Bally Total Fitness Corporation. | |
| (d) | 80% of outstanding stock owned by Nycon Holding Co., Inc. and 13.5% owned by Bally Total Fitness Corporation. | |
| (e) | 80% of outstanding stock owned by New Fitness Holding Co., Inc., 3% owned by Bally Total Fitness Corporation and 10% owned by Bally Total Fitness Holding Corporation. | |
| (f) | 80% of outstanding stock owned by New Fitness Holding Co., Inc. and 7% owned by Bally Total Fitness Corporation. | |
| (g) | 80% of outstanding stock owned by New Fitness Holding Co., Inc. and 18% owned by Bally Total Fitness Corporation. | |
| (h) | 80% of outstanding stock owned by Bally Total Fitness Corporation and 5% owned by Bally Total Fitness Holding Corporation. | |
| (i) | 80% of outstanding stock owned by Greater Philly No. 1 Holding Company and 20% owned by Bally Total Fitness Corporation. | |
| (j) | 80% of outstanding stock owned by Greater Philly No. 2 Holding Company and 20% owned by Bally Total Fitness Corporation. | |
| (k) | 50% of outstanding stock owned by U.S. Health, Inc. and 50% owned by Bally Total Fitness Corporation. | |
| (l) | 80% of outstanding stock owned by Holiday Health Clubs of the East Coast, Inc. and 20% owned by Bally Total Fitness Corporation. | |
| (m) | 80% of outstanding stock owned by Holiday/Southeast Holding Corp. and 20% owned by Bally Total Fitness Corporation. | |
| (n) | 88.55% of outstanding stock owned by Bally Total Fitness Corporation and 2.93% owned by Bally Total Fitness Holding Corporation. | |
| (o) | 50% of outstanding stock owned by BTF Europe Corporation. | |
| (p) | 100% of outstanding stock owned by Bally-Holmes Place S.L. | |