May 23, 2019 Tricia Tolivar Chief Financial Officer GNC Holdings, Inc. 300 Sixth Avenue Pittsburgh, Pennsylvania 15222 Re: GNC Holdings, Inc. Form 10-K for the Fiscal Year Ended December 31, 2018 Response Dated May 16, 2019 File No. 001-35113 Dear Ms. Tolivar: We have reviewed your May 16, 2019 response to our comment letter and have the following comment. Our comment may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 8, 2019 letter. Form 10-K for the Fiscal Year Ended December 31, 2018 Note 13. Mezzanine Equity, page 95 1. We reviewed your response to comment 5. Please tell us whether the forward sale contracts are freestanding financial instruments or are embedded in the amended Securities Purchase Agreement. If the forward sale contracts are embedded in the amended Securities Purchase Agreement, please tell us why the forward sale contracts are within the scope of ASC 480-10-15-3 and not within the scope of ASC 815-40. Tricia Tolivar FirstName LastNameTricia Tolivar GNC Holdings, Inc. Comapany NameGNC Holdings, Inc. May 23, 2019 Page 2 May 23, 2019 Page 2 FirstName LastName You may contact Scott Stringer, Staff Accountant, at 202-551-3272 if you have questions regarding our comment. Please contact Bill Thompson, Accounting Branch Chief, at 202-551- 3344 with any other questions. Sincerely, Division of Corporation Finance Office of Consumer Products