Proskauer Rose LLP
September 28, 2010
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
Re: GNC Acquisition Holdings Inc. Registration Statement on Form S-1
Ladies and Gentlemen:
On behalf of GNC Acquisition Holdings Inc. (the “Company”), pursuant to the provisions of the Securities Act of 1933, as amended, and Rule 101(a) of Regulation S-T, we are transmitting in electronic format for filing a Registration Statement on Form S-1 covering a securities offering of the Class A common stock of the Company, par value $0.001 per share, in connection with the Company’s proposed initial public offering.
Please note that a fee payable to the Securities and Exchange Commission (the “Commission”) in the amount of $24,955.00 in payment of registration fees has been wired to the Commission’s account pursuant to Section 13(c) of Regulation S-T.
If you have any questions regarding this transmittal, please contact the undersigned at (310) 284-5607.
| Very truly yours, |
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| /s/ Philippa M. Bond |
| Philippa M. Bond, Esq. |
| of Proskauer Rose LLP |
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