EXHIBIT 3.31


                            CERTIFICATE OF AMENDMENT

                                       OF

                   GENERAL NUTRITION GOVERNMENT SERVICES, INC.

                          CERTIFICATE OF INCORPORATION

                                      *****

         General Nutrition Government Services, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State of
Delaware,

         DOES HEREBY CERTIFY:

         FIRST: That at a meeting of the Board of Directors of General Nutrition
Government Services, Inc., resolutions were duly adopted setting forth a
proposed amendment to the Certificate of Incorporation of said corporation,
declaring said amendment to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolution
setting forth the proposed amendment is as follows:

                  RESOLVED, That the Certificate of Incorporation of this
                  corporation be amended by changing the First Article thereof
                  so that, as amended said Article shall be and read as follows:

                  "The name of the corporation is GN Government Oldco Services,
                  Inc."

         SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said corporation was duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were voted in favor of the amendment.

         THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

         FOURTH: That this Certificate of Amendment of the Certificate of
Incorporation shall be effective upon filing.



         IN WITNESS WHEREOF, said General Nutrition Government Services, Inc.
has caused this certificate to be signed by James Sander, its Vice President*,
this 28th day of October, 2003.

                                        GN Government Oldco Services, Inc.

                                        By: /s/ James M. Sander
                                            ------------------------------------

*Any authorized officer or the Chairman or Vice-Chairman of the Board of
Directors may execute this certificate.