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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Dowd Thomas   2. Issuer Name and Ticker or Trading Symbol GNC HOLDINGS, INC. [GNC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, CMO and General Manager (Last) (First) (Middle) GNC HOLDINGS, INC., 300 SIXTH AVENUE 3. Date of Earliest Transaction (Month/Day/Year) 11/05/2012 (Street) PITTSBURGH, PA 15222 4. If Amendment, Date Original Filed(Month/Day/Year) 11/05/2012 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Class A common stock, par value $0.001 (''Common Stock'') 11/05/2012   A   13,827 (1) (2) A $ 0 39,719 (1) D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 36.16

11/05/2012

A

22,262 (3)

(4)

11/05/2019

Common Stock

22,262 (3)

$ 0

22,262 (3)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Dowd Thomas GNC HOLDINGS, INC. 300 SIXTH AVENUE PITTSBURGH, PA 15222			EVP, CMO and General Manager

Signatures

/s/ Gavin O'Connor, by power of attorney		11/06/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 6, 2012, a Form 4 was filed for Mr. Dowd (the "Original Form 4") to report a grant of restricted stock units. The Original Form 4 erroneously reported the number of restricted stock units granted and the amount of securities beneficially owned following the reported transaction (the "Remaining Securities"), and this amendment to the Original Form 4 reports the correct number of restricted stock units granted and the Remaining Securities.
(2)	Restricted stock units, each of which represents a contingent right to receive one share of the Common Stock. The restricted stock units vest in three equal annual installments on November 5, 2013, 2014 and 2015.
(3)	A grant of a stock option was reported on the Original Form 4. The Original Form 4 erroneously reported the number of shares underlying such stock option, and this amendment to the Original Form 4 reports the correct number of shares underlying such stock option.
(4)	The option vests in four equal annual installments on November 5, 2013, 2014, 2015 and 2016.

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