Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Drexler Andrew
 2. Date of Event Requiring Statement (Month/Day/Year)
01/24/2013		 3. Issuer Name and Ticker or Trading Symbol
GNC HOLDINGS, INC. [GNC]
(Last)
(First)
(Middle)
C/O GNC HOLDINGS, INC., 300 SIXTH AVENUE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP and Corporate Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

PITTSBURGH, PA 15222		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A common stock, par value $0.001 ("Common Stock") 5,434 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   (2) 10/26/2018 Common Stock 22,500 (2) $ 25.1 D  
Stock Option (right to buy)   (3) 11/05/2019 Common Stock 4,452 (3) $ 36.16 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Drexler Andrew
C/O GNC HOLDINGS, INC.
300 SIXTH AVENUE
PITTSBURGH, PA 15222		       SVP and Corporate Controller  

Signatures

/s/ Gavin O' Connor, by power of attorney 01/24/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Represents grants of restricted stock as follows (1) 2,669 shares of restricted stock granted October 26, 2011 pursuant to the GNC Holdings, Inc. 2011 Stock and Incentive Plan (the "Restricted Stock"). These shares of restricted stock vest as follows: 20% on the third anniversary of 10/26/2011; 30% on the fourth anniversary of 10/26/2011; and 50% on the fifth anniversary of 10/26/2011; and (2) 2,765 shares of restricted stock units granted November 5, 2012, each of which represents a contingent right to receive one share of the Common Stock. These restricted stock units vest in three equal installments on November 5, 2013, 2014 and 2015.
(2) The option vests in five equal installments on October 26, 2012, 2013, 2014, 2015 and 2016.
(3) The option vests in four equal installments on November 5, 2013, 2014, 2015 and 2016.

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