Exhibit 3.63


                           ARTICLES OF INCORPORATION
                                       OF
                     HOLIDAY SPA HEALTH CLUBS OF CALIFORNIA

                                      ONE

The name of this corporation is HOLIDAY SPA HEALTH CLUBS OF CALIFORNIA


                                      TWO

     A.  The purpose for which this corporation is formed are:

          1. To engage in any lawful business or businesses.

          2. For the purpose of attaining or furthering any of its purposes or
     businesses:

               (a) To become a member of any partnership or joint venture and to
          enter into any lawful arrangements for sharing profits and/or losses
          in any transaction or transactions, and to promote and organize other
          corporations;

               (b) To do business anywhere in the world;

          and

               (c) Either as principal or agent, to do any or all things and to
          exercise any or all of the powers which and to the same extent as a
          natural person could do or exercise and which now or hereafter are
          authorized by law.

     B.  The specific business in which the corporation shall be engaged in the
business of owning and operating health clubs.

     C. The foregoing shall be construed as objects, purposes and powers and the
enumeration thereof shall not be held to limit or restrict in any manner the
powers now or hereafter conferred on this corporation by the laws of the state
of California.


                                     THREE

     The county in the State of California where the principal office for the
transaction of the business of this corporation is to be located is Orange
county.

                                      FOUR

     The number of Directors of this corporation shall be seven (7). The names
and addresses of the persons who are appointed to act as the first directors are
as follows:

<Table>
<Caption>
     Name                     Address
     ----                     -------
                      
Lorraine Plante          One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Jeanne Rees              One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Sylvia Leubner           One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Karen Swenson            One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Phyllis Newstat          One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Marilyn Blazell          One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017

Olivia Basulto           One Wilshire Building, Suite 1600
                         Wilshire Boulevard at Grand Avenue
                         Los Angeles, California 90017
</Table>

                                      FIVE

     This corporation is authorized to issue only one class of shares. The total
number of shares which it is to have authority to issue is 25,000. The par value
of such shares shall be $1.00. The aggregate par value of all shares is
$25,000.00.

     IN WITNESS WHEREOF, for the purpose of forming this

                                       2.

corporation under the laws of the State of California, the undersigned,
constituting the incorporators of this corporation and being all of the persons
named above as the directors of this corporation, have executed these Articles
of Incorporation on February 14, 1972.


                                        /s/ LORRAINE PLANTE
                                   ---------------------------
                                            Lorraine Plante

                                        /s/ JEANNE REES
                                   ---------------------------
                                            Jeanne Rees

                                        /s/ SYLVIA LEUBNER
                                   ---------------------------
                                            Sylvia Leubner

                                        /s/ KAREN SWENSON
                                   ---------------------------
                                            Karen Swenson

                                        /s/ PHYLLIS NEWSTAT
                                   ---------------------------
                                            Phyllis Newstat

                                        /s/ MARILYN BLAZELL
                                   ---------------------------
                                            Marilyn Blazell

                                        /s/ OLIVIA BASULTO
                                   ---------------------------
                                            Olivia Basulto


                                       3.

STATE OF CALIFORNIA      )
                         )  ss.
COUNTY OF LOS ANGELES    )



     On this 14th day of February, 1972, before me, the undersigned, a Notary
Public in and for the County of Los Angeles, State of California, personally
appeared LORRAINE PLANTE, JEANNE REES, SYLVIA LEUBNER, KAREN SWENSON, PHYLLIS
NEWSTAT, MARILYN BLAZELL and OLIVIA BASULTO, known to me to be the persons whose
names are subscribed to the within instrument, and acknowledged to me that they
executed the same.

     WITNESS my hand and official seal.




[OFFICIAL SEAL
 VIRGINIA M. LOPES]                                 /s/ Virginia M. Lopes
                                           -------------------------------------
                                               Notary Public in and for said
                                                     County and State