8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 11, 2006

BALLY TOTAL FITNESS HOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-13997	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:

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

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

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

o 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 2.02 Results of Operations and Financial Condition

     Bally Total Fitness Holding Corporation (the “Company”) is filing this Amendment No. 1 to its current report on Form 8-K, as filed on September 11, 2006 (the “Original Filing”) to correct an error regarding membership statistics for the three and six month periods ended June 30, 2006, and the related computation of average number of members during the periods. Average members for the three months ended June 30, 2006 were revised to 3.598 million, from the previously reported 3.581 million, declining 2% from the prior year instead of the reported 3% decline. As a result, previously reported average monthly membership revenue per member per month for the quarter was revised to $19.21 from the previously reported amount of $19.30, representing a $0.02 increase compared to the prior year quarter. The reported average monthly cash received per member per month was revised to $17.84 from the previously reported $17.92, representing a $0.05 increase over the prior year quarter instead of the reported $0.13 increase. For the six months ended June 30, 2006, average members were revised to 3.581 million, from the previously reported 3.564 million. As a result, previously reported average monthly revenue per member was revised to $19.37 from the previously reported $19.46. Average monthly cash received per member for the six month period in 2006 was revised to $18.30 from the previously reported $18.38, a decrease of $0.08 from the prior year period. Average monthly cash received per member for the six month period in 2006 included a benefit of $0.10, resulting from accelerated payments from members prepaying value plan memberships early and reactivations of previously expired members, revised from the previously reported $0.11.

     The financial highlights table filed with the Original Filing has been updated for the changes in average member amounts and average revenue and cash received amounts, and is included in this Form 8-K/A as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Financial highlights reconciliation for the three months and six months ended June 30, 2006.

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: September 12, 2006	/s/ Marc D. Bassewitz
	Marc D. Bassewitz
	Senior Vice President, Secretary and General Counsel

EX-99.1

Bally Total Fitness Holding Corporation

FINANCIAL HIGHLIGHTS

The following is a summary of financial data provided in the Company’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2006. Please refer to this filed document for
a more complete explanation of the Company’s results.

	Unaudited						Unaudited
	Three months ended June 30,						Six months ended June 30,
	2006			2005			2006			2005
Net revenues	(dollars in thousands, except per share and per member)
Membership	$	207,342		$	211,546		$	416,093		$	418,599
Personal training		32,207			31,823			63,111			60,905
Membership services revenue		239,549			243,369			479,204			479,504
Retail products		11,460			12,640			23,397			25,987
Miscellaneous		3,622			3,608			7,196			7,879
Net revenues		254,631			259,617			509,797			513,370
Operating costs and expenses
Membership services		170,203			170,713			342,488			338,674
Retail products		10,667			13,424			21,678			26,232
Advertising		16,180			14,641			35,075			31,752
Information technology		5,303			5,472			10,398			10,782
Other general and administrative		15,927			16,111			32,221			28,671
Gain on sale of land and building		(872	)		—			(1,773	)		—
Depreciation and amortization		13,233			15,023			27,447			29,962
		230,641			235,384			467,534			466,073
Operating income		23,990			24,233			42,263			47,297
Other income (expense)
Interest expense, net		(26,148	)		(21,164	)		(49,181	)		(39,241	)
Foreign exchange gain (loss)		1,760			(163	)		1,770			44
Other, net		166			64			284			139
		(24,222	)		(21,263	)		(47,127	)		(39,058	)
Income (loss) from continuing operations before income taxes		(232	)		2,970			(4,864	)		8,239
Income tax provision		(501	)		(239	)		(702	)		(479	)
Income (loss) from continuing operations		(733	)		2,731			(5,566	)		7,760
Discontinued operations:
Loss from discontinued operations net of income taxes		—			(1,124	)		(872	)		(1,538	)
Gain on disposal		—			—			38,375			—
Gain (loss) from discontinued operations		—			(1,124	)		37,503			(1,538	)
Net income (loss)	$	(733	)	$	1,607		$	31,937		$	6,222
Basic net income (loss) per common share	$	(0.02	)	$	0.05		$	0.82		$	0.19
Operating data
Average monthly membership revenue recognized per member	$	19.21		$	19.19		$	19.37		$	19.09
Average monthly cash received per member	$	17.84		$	17.79		$	18.30		$	18.38
Average number of members during the period (000’s)		3,598			3,674			3,581			3,654
Members at end of period (000’s)		3,600			3,671			3,600			3,671
Number of new members joining during the period (000’s)		278			292			635			657
Fitness centers open at end of period		383			391			383			391
Summary cash flow data
Cash provided by operating activities							$	10,331		$	35,675
Cash provided by (used in) investing activities								29,908			(13,019	)
Cash used in financing activities								(42,890	)		(12,599	)
Increase (decrease) in cash							$	(2,651	)	$	10,057
Cash interest paid							$	39,883		$	35,737

Non-GAAP Financial Measures

The Company uses EBITDA as a measure of operating performance. The Company defines EBITDA as operating income plus depreciation and amortization. This term is not a measure of performance presented in accordance with GAAP and should not be considered as a substitute for cash flows provided by operating activities or other cash flow and income data prepared in accordance with GAAP. This term as defined by Bally may not be comparable to similarly titled measures used by other companies.

The following table reconciles this non-GAAP measure to operating income.

	Unaudited				Unaudited
	Three months ended June 30,				Six months ended June 30,
	2006		2005		2006		2005
Operating income	$	23,990	$	24,233	$	42,263	$	47,297
Depreciation and amortization		13,233		15,023		27,447		29,962
EBITDA	$	37,223	$	39,256	$	69,710	$	77,259