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    Bally Total Fitness Corporation

8700 West Bryn Mawr Ave.

Chicago, Illinois 60631

    Marc D. Bassewitz

Senior Vice President, Secretary

    and General counsel

773.399.7606

773.399.0126 (fax)

mbassewitz@ballyfitness.com

October 28, 2005

Mr. Michael Pressman

Special Counsel

Office of Mergers and Acquisitions

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Bally Total Fitness Holding Corporation

DEFA14A filed October 19, 2005

File No. 1-13997

Dear Mr. Pressman:

Enclosed herewith please find five courtesy copies of the Schedule 14A filed by Bally Total Fitness
Holding Corporation today via EDGAR in response to the Staff’s comment letter dated October 21,
2005, with respect to the above-referenced filing.

The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of the
disclosure in the filing, (ii) Staff comments or changes to disclosure in response to Staff
comments do not foreclose the Commission from taking any action with respect to the filing and
(iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

Should you have any questions relating to the enclosed Schedule 14A, please do not hesitate to
contact the undersigned at (773) 399-7606. Thank you for your cooperation and your attention to
this matter.

Very truly yours,

/s/ Marc D. Bassewitz

Marc D. Bassewitz

Senior Vice President and General Counsel

        OMB APPROVAL

OMB Number:

        3235-0059

Expires:

February 28, 2006

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.     )

        Filed by the Registrant   þ

        Filed by a Party other than the Registrant
  o

        Check the appropriate box:

        o   Preliminary Proxy Statement

o
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))

o   Definitive Proxy Statement

        o   Definitive Additional Materials

        þ
Soliciting Material Pursuant to §240.14a-12

BALLY TOTAL FITNESS HOLDING CORPORATION

(Name
of Registrant as Specified In Its Charter)

(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)

      Payment of Filing Fee (Check the appropriate box):

þ   No fee required.

o
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.

              1) Title of each class of securities to which transaction applies:

              2) Aggregate number of securities to which transaction applies:

              3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

              4) Proposed maximum aggregate value of transaction:

              5) Total fee paid:

              o   Fee paid previously with preliminary materials.

              o   Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

              1) Amount Previously Paid:

              2) Form, Schedule or Registration Statement No.:

              3) Filing Party:

              4) Date Filed:

In connection with the Schedule 14A filed by Bally Total Fitness Holding
Corporation on October 19, 2005, Exhibit 1 hereto contains information relating
to participants in the solicitation.

        SEC 1913 (02-02)
        Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number.

EXHIBIT 1

PARTICIPANTS

     The following individuals may be deemed to be “participants” in the solicitation:

     Paul A. Toback was named Chairman of the Board in May 2003 and has served as a Director since
March 2003 and President and Chief Executive Officer since December 2002. He was Executive Vice
President from February 2002 to December 2002, Chief Operating Officer from June 2001 to December
2002 and Senior Vice President, Corporate Development from March 1998 to June 2001. Mr. Toback
started with the Company in September 1997. He is an attorney licensed to practice in Illinois.
As of September 30, 2005, Mr. Toback owned 421,803 shares of common stock and 490,000 options.

     Julie Adams was elected Senior Vice President, Membership Services of the Company in February
2003. Ms. Adams was Vice President of Membership Services from September 1997 to February 2003.
As of September 30, 2005, Ms. Adams owned 53,250 shares of common stock and 145,000 options.

     Marc D. Bassewitz was named Senior Vice President and General Counsel of the Company in
January 2005. Prior to joining Bally, Mr. Bassewitz served as outside counsel for the Company in
his position as a partner at Latham & Watkins LLP. As of September 30, 2005, Mr. Bassewitz owned
110,000 shares of common stock and 50,000 options.

     William G. Fanelli was named Senior Vice President, Planning and Development of the Company in
March 2005. Mr. Fanelli held the position of Acting Chief Financial Officer from April 2004 to
March 2005, was Senior Vice President, Finance from March 2001 to April 2004 and was Senior Vice
President, Operations from November 1997 to March 2001. As of September 30, 2005, Mr. Fanelli
owned 190,967 shares of common stock and 205,000 options.

     Carl J. Landeck was named Senior Vice President and Chief Financial Officer of the Company in
March 2005. Prior to joining Bally, Mr. Landeck served as Executive Vice President, Chief
Financial and Administrative Officer of Levitz Home Furnishings, Inc. from August 2001 to December
2004, and was Executive Vice President, Finance and Chief Financial Officer of Cablevision
Electronics Investments, Inc. from January 1998 to August 2001. As of September 30, 2005, Mr.
Landeck owned 100,000 shares of common stock and 75,000 options.

     James A. McDonald was named Senior Vice President and Chief Marketing Officer of the Company
in April 2005. Prior to joining Bally, Mr. McDonald most recently served as the Senior Vice
President, Chief Brand Officer of RadioShack, Inc. As of September 30, 2005, Mr. McDonald owned
100,000 shares of common stock and 20,000 options.

     Harold Morgan was elected Senior Vice President, Chief Administration Officer in February
2003. Mr. Morgan held the position of Senior Vice President Human Resources from September 1995 to
February 2003. As of September 30, 2005, Mr. Morgan owned 201,921 shares of common stock and
315,000 options.

     John H. Wildman was elected Senior Vice President and Chief Operating Officer in December
2002. Mr. Wildman was Senior Vice President, Sales and Marketing from November 1996 to December
2002. As of September 30, 2005, Mr. Wildman owned 185,000 shares of common stock and 305,000
options.

     Barry M. Deutsch has served as a Director since May 2004. Mr. Deutsch is the Chief Financial
Officer and Vice President of Business Development of Ovation
Pharmaceuticals, Inc., a fully-integrated pharmaceutical company
focused on specialty therapeutic areas. Prior to that Mr.
Deutsch served as Director, Corporate Finance of Prudential Vector Healthcare Group, a unit of
Prudential Securities Incorporated, where he served as an investment banker specializing in health
care industry transactions. Mr. Deutsch is a Certified Public Accountant. As of September 30,
2005, Mr. Deutsch owned 5,300 shares of common stock and 5,000 options.

     Eric Langshur has served as a Director since December 2004. Mr. Langshur is the Founder and
Chief Executive Officer of TLContact, Inc., a privately held company that delivers innovative
patient communication and education services to the healthcare industry. As of September 30, 2005,
Mr. Langshur owned no shares of common stock and 5,000 options.

     J. Kenneth Looloian has served as a Director since December 1995. Mr. Looloian is a consultant
to Di Giorgio Corporation and served as the Sr. Vice President, Chief Financial Officer of New
Jersey Bell Telephone Company and Bellcore (now Telecordia Technologies) before his retirement. As
of September 30, 2005, Mr. Looloian owned 5,000 shares of common stock and 20,000 options.

     James F. McAnally, M.D. has served as a Director since December 1995. Dr. McAnally is a
private practitioner who specializes in hypertension and kidney disease. Dr. McAnally is also the
Medical Director of Nephrology Services at Trinitas Hospital in Elizabeth, New Jersey and a
Clinical Associate Professor of Medicine at Seton Hall University, School of Graduate Medical
Education. As of September 30, 2005, Dr. McAnally owned 12,500 shares of common stock and 20,000
options.

     John W. Rogers, Jr. has served as a Director since April 2003. Mr. Rogers is the Chairman and
Chief Executive Officer of Ariel Capital Management, LLC, a privately held institutional money
management firm and mutual fund company which he founded in 1983. He also serves as a director of
Aon Corporation, Exelon Corporation, McDonald’s Corporation and
as a trustee of Ariel Investment Trust. As of
September 30, 2005, Mr. Rogers owned 10,000 shares of Common Stock and 10,000 options.

     The participants may assist the Company in its solicitation efforts for which they will
receive no additional compensation. In addition, the Company has retained MacKenzie Partners, Inc.
for advisory and solicitation services and has agreed to pay the firm reasonable and customary fees
in connection with such services.