PROSPECTUS SUPPLEMENT
---------------------
BALLY TOTAL FITNESS HOLDING CORPORATION
This Prospectus Supplement is dated March 9, 1999. It relates to the
Prospectus dated August 21, 1998 of Bally Total Fitness Holding Corporation on
Form S-3, registration statement No. 333-60095. The registration statement
registered 230,769 shares of Bally's common stock for sale to the public by the
selling shareholders. This Prospectus Supplement updates the information about
the selling shareholders. Capitalized terms used in this Prospectus Supplement
have the meanings given them in the Prospectus to which it is attached.
SELLING SHAREHOLDERS
The following table sets forth as of December 31, 1998, certain
information with respect to each of the selling shareholders. The shares offered
hereby will be sold, if at all, solely by and at the discretion of the selling
shareholders. Bally will not receive any proceeds from any such sales. See
"Plan of Distribution". We believe that the beneficial owners of Bally's common
stock listed below, based on information furnished by such owners, have sole
investment and voting power with respect to such shares.
On December 31, 1998, there were 23,183,393 shares of common stock
outstanding.
<TABLE>
<CAPTION>
Shares of Common Stock
Owned Prior to This Shares Shares of Common Stock
Offering Offered Owned After this Offering
---------------------- ------- ---------------------------
Name of Selling Shareholder Number % of Class Number Number % of Class
--------------------------- ------ ---------- ------ ------ ----------
<S> <C> <C> <C> <C> <C>
Campbell Enterprises, Ltd. (1) 127,949 * 127,949 0 ---
Volker O. Thiry, Trustee 43,381 * 43,381 0 ---
Under the Volker
O. Thiry Living Trust
dated November 11,1985
Stanley Friedman, Trustee Under 3,939 * 3,939 0 ---
the Friedman 1992 Trust dated
March 10, 1992
O. Lynn McShane and Susan 9,478 * 9,478 0 ---
McShane, Trustees Under the
McShane Living Trust dated
December 16, 1987
Landels, Ripley & 18,975 * 18,975 0 ---
Diamond LLP Profit Sharing Plan
for the benefit of Robert
Breakstone
Michael Dean and Mary 9,770 * 9,770 0 ---
Dean, Trustees Under the
Dean Living Trust dated August
27, 1992
Nouhad Farehoukh 9,478 * 9,478 0 ---
<FN>
- ----------------
* Less than one percent
(1) B. Gene Campbell, a majority shareholder of Campbell Enterprises, LTD., is a
regional Vice President of Real Estate and Development for Bally.
</FN>
</TABLE>
