~~United~~UNITED ~~States~~STATES ~~Securities~~SECURITIES ~~and~~AND ~~Exchange~~EXCHANGE ~~Commission~~COMMISSION

~~Washington~~WASHINGTON, DC 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported) ~~June~~July 714, 2010

GENERAL NUTRITION CENTERS, INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	333-144396	72-1575168

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


300 Sixth Avenue, Pittsburgh, Pennsylvania		15222

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (412) 288-4600

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 (see General Instruction A.2. below):


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))


Item 5.02		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(cd) ~~Appointment~~Election of ~~Certain Officers~~ Director

On ~~June~~ July 814, 2010, ~~General~~(the ~~Nutrition~~“Election ~~Centers~~Date”), ~~Inc.~~ the Boards of Directors (the “~~Centers~~Boards”) ~~announced~~of ~~that~~GNC Acquisition ~~David~~Holdings PInc. ~~Berg~~(“Holdings”), ~~has~~GNC ~~been~~Corporation ~~named Chief~~(“GNC ~~Operating~~Corp.”) ~~Officer of Centers~~ and ~~its indirect~~General ~~parent~~Nutrition Centers, ~~GNC Acquisition Holdings~~ Inc. (“together with Holdings” and ~~together~~GNC ~~with Centers~~Corp., “GNC”)~~, effective~~ aselected ofRichard ~~June 13,~~Wallace ~~2010.~~to ~~Mr. Berg,~~each ~~age~~of ~~49, has served~~the asBoards ~~Executive~~of ~~Vice~~GNC. ~~President,~~In ~~Global~~connection ~~Business~~with ~~Development~~his ~~and Chief~~service ~~Operating~~as ~~Officer,~~a ~~International~~director of GNC, ~~since August 2009.~~ Mr. ~~Berg~~Wallace will ~~continue~~receive toa salary ~~serve~~in asthe ~~Executive~~annual ~~Vice~~amount ~~President~~of $40,000.

~~Prior~~Also, toon ~~joining~~the ~~GNC~~Election Date, the Compensation Committee of Holdings granted Mr. ~~Berg~~Wallace ~~was~~17,500 non-qualified ~~the~~stock ~~Executive~~options ~~Vice~~(“Options”) ~~President~~to ~~and~~purchase ~~Chief~~shares ~~Operating~~of ~~Officer~~Class A common stock of Holdings, par ~~for~~value ~~Best~~$0.001 ~~Buy~~(the ~~international~~“Common ~~from~~Stock”), ~~2008~~at toan ~~2009~~exercise price of $11.09 per share, ~~after~~and ~~earlier~~17,500 ~~serving~~Options to aspurchase ashares ~~Vice~~of ~~President~~Common ~~and~~Stock ~~Senior~~at ~~Vice~~an ~~President~~exercise ~~for~~price ~~Best~~of ~~Buy~~$16.63 per share. The Options (i) have a term of ten years from ~~2002~~the Election Date, (ii) become vested and exercisable in five equal installments on each anniversary of the Election Date, subject to ~~2008~~Mr. Wallace’s ~~From~~continued ~~2001~~service as toa ~~2002,~~director heof ~~was~~GNC from the ~~President~~Election ~~and~~Date ~~Chief Operating~~until ~~Officer~~the applicable vesting date, ~~International~~and ~~Division~~(iii) are otherwise ~~for~~subject to the ~~United~~terms ~~Kingdom-based~~of ~~office~~Holdings’ ~~equipment~~2007 Stock Incentive Plan and a stock option agreement ~~solutions~~in ~~company~~the ~~Danka~~form ~~Business~~previously ~~Systems~~approved by the Board of Holdings.

Mr. Berg is a party to an employment agreement with Centers, dated June 1, 2009, which remains in effect. In connection with Mr. Berg’s promotion to Executive Vice President and Chief Operating Officer of GNC, the Centers and Holdings Compensation Committees: (i) increased Mr. Berg’s annual base salary from $400,000 to $450,000 and (ii) granted Mr. Berg an option to purchase 125,000 shares of common stock, par value $0.001 per share, of Holdings pursuant to the terms of Holdings’ 2007 Stock Incentive Plan.

On June 8, 2010, GNC issued a press release regarding the foregoing matters. The press release is filed as an exhibit to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

(d) Election of Directors

On June 7, 2010, Brian Klos was elected to the Board of Directors and the Audit Committee of GNC Acquisition Holdings Inc. and the Board of Directors and the Audit Committee of General Nutrition Centers, Inc. to fill the vacancies created by the resignation of Jeffrey B. Schwartz.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number		Description
99.1		Press Release, dated June 8, 2010

SIGNATURE

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.

Dated: ~~June~~July 816, 2010


	GENERAL NUTRITION CENTERS, INC.
	By:	/s/ Gerald J. Stubenhofer, Jr.
		Gerald J. Stubenhofer, Jr.
		Senior Vice President and Chief Legal Officer

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