EXHIBIT 3.18

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:55 AM 09/21/1999
991393169 - 3099285

                          CERTIFICATE OF INCORPORATION

                                       OF

                        GENERAL NUTRITION SYSTEMS, INC.

1.   The name of the Corporation is General Nutrition Systems, Inc.

2.   The address of its registered office is 103 Springer Building, 3411
     Silverside Road, Wilmington, County of New Castle, Delaware 19810. The name
     of its registered agent at such address is Organization Services, Inc.

3.   The nature of the business to be conducted or promoted is to engage in any
     lawful act or activity for which corporations may be organized under the
     General Corporation Law of Delaware.

4.   The total number of shares of stock which the Corporation shall have
     authority to issue is One Hundred (100) shares of common stock; each such
     share shall have no par value.

5.   The name and mailing address of each incorporator is as follows:

             NAME                                 ADDRESS

Cynthia L. Conner                      103 Springer Building
                                       3411 Silverside Road
                                       Wilmington, Delaware 19810

Harold F. Kalbach, Jr.                 103 Springer Building
                                       3411 Silverside Road
                                       Wilmington, Delaware 19810

6.   The corporation is to have perpetual existence.

7.   In furtherance and not in limitation of the powers conferred by statute,
     the Board of Directors is expressly authorized to make, alter or repeal the
     By-Laws of the Corporation.

8.   Meetings of stockholders may be held within or without the State of
     Delaware as the By-Laws may provide. The books of the Corporation may be
     kept (subject to any provisions contained in the statutes) outside the
     state of Delaware at such place or places as may be designated from time to
     time by the Board of Directors or in the By-Laws of the Corporation.
     Elections of Directors need not be by written ballot unless the By-Laws of
     the Corporation shall so provide.



9.   The Corporation reserves the right to amend, alter, change or repeal any
     provision contained in this Certificate of Incorporation, in the manner now
     or hereinafter prescribed by statute, and all rights conferred upon
     stockholders herein are granted subject to this reservation.

10.  No director of the Corporation shall be personally liable to the
     Corporation or its stockholders except for (i) any breach of the director's
     duty of loyalty to the corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve intentional misconduct or a
     knowing violation of law, (iii) under Section 174 of the Delaware General
     Corporation Law (or any successor provision of Delaware law), or (iv) any
     transaction from which the director derived an improper personal benefit;
     and the directors of the Corporation shall be entitled, to the full extent
     permitted by Delaware law, as amended from time to time, to the benefits of
     provisions limiting the personal liability of directors.

11.  The Corporation shall indemnify its officers, directors, employees and
     agents to the full extent permitted by Section 145 of the Delaware General
     Corporation Law, as amended from time to time, or any successor provision
     of Delaware law.

     WE THE UNDERSIGNED, being each of the incorporators hereinbefore named, for
the purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, do make this certificate hereby declaring and certifying
that this is our act and deed and the facts herein stated are true, accordingly
have hereunto set our hands this 21st day of September, 1999.

                                            /s/ Cynthia L. Conner
                                            ------------------------------------
                                            Cynthia L. Conner, Incorporator

                                            /s/ Harold F. Kalbach, Jr.
                                            ------------------------------------
                                            Harold F. Kalbach, Jr., Incorporator