SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FRANKLIN MARTIN E

(Last)

(First)

(Middle)

555 THEODORE FREMD AVENUE

(Street)

RYE

10580

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BALLY TOTAL FITNESS HOLDING CORP [ BFT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/19/2003

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/04/2003

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2001		J⁽¹⁾		35,326⁽¹⁾	A	$0⁽¹⁾	35,326	I	By Marlin Capital, L.P.⁽³⁾
Common Stock	09/22/2003		S		2,251⁽²⁾	D	$9.021	33,075	I	By Marlin Capital, L.P.⁽³⁾
Common Stock	09/23/2003		S		2,431⁽²⁾	D	$9.067	30,644	I	By Marlin Capital, L.P.⁽³⁾
Common Stock	09/23/2003		S		2,071⁽²⁾	D	$9.045	28,573	I	By Marlin Capital, L.P.⁽³⁾
Common Stock	09/26/2003		S		1,455⁽²⁾	D	$8.81	27,118⁽²⁾	I	By Marlin Capital, L.P.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The Common Stock of Bally Total Fitness Holding Corporation was acquired pursuant to an Agreement and Plan of Merger, dated as of October 13, 2001, as amended, among Bally Total Fitness Holding Corporation, Iron Acquisition Corp., Crunch Fitness International, Inc., Marlin Capital, L.P. and the other parties thereto. In connection with the consummation of the merger pursuant to the Agreement and Plan of Merger, 340,000 shares of Common Stock of Bally Total Fitness Holding Corporation were deposited into an escrow fund in which Marlin Capital, L.P. has a 10.39% interest. The number of shares was unintentionally omitted from Mr. Franklin's Form 3 and Form 3/A filed on March 28, 2003.

2. Recently, 79,000 shares of Common Stock were sold by the escrow fund. There are currently 261,000 shares of Common Stock in the escrow fund. Marlin Capital, L.P. has a 10.39% interest in such escrow fund and therefore beneficially owns 27,118 shares of Common Stock of Bally Total Fitness Holding Corporation.

3. Mr. Franklin is the Chief Executive Officer of Marlin Holdings, Inc., which is the general partner of Marlin Capital, L.P. Mr. Franklin disclaims beneficial ownership of the 27,118 shares of Common Stock of Bally Total Fitness Holding Corporation owned by Marlin Capital, L.P.

	/s/ Martin E. Franklin	10/27/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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