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    Richard S. Meller

    Sears Tower, Suite 5800

    Direct Dial (312) 876-6521

    233 S. Wacker Dr.

    richard.meller@lw.com

    Chicago, Illinois 60606

    Tel: (312) 876-7700 Fax: (312) 993-9767

    www.lw.com

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    December 21,2005

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    Michael K. Pressman

    File No. 024798-2005

    Office of Structured Finance, Transportation and Leisure

    Division of Corporation Finance

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:

    Bally Total Fitness Holding Corporation

    PRE 14A filed December 6, 2005

    Soliciting Material filed pursuant to Rule 14a-12

    on December 6, 7, 8,13 and 15, 2005

    File No. 1-13997

Dear Mr. Pressman:

     We are writing to respond to comments contained in the letter dated December 20, 2005 (the
“Comment Letter”) from the staff of the Securities and Exchange Commission (the “Staff”)
concerning the above-referenced preliminary proxy statement (the “Proxy Statement”) and
soliciting materials filed by Bally Total Fitness Holding Corporation (the “Company”).

     Concurrently herewith we are filing a revised preliminary proxy statement, which addresses
each of the Staff’s comments as described below and updates certain other information in the
proxy statement. The Staff’s comments are reproduced below in bold type and are followed by the
Company’s response.

General

    1.

    Revise page 1 of the proxy statement and the form of proxy to clearly mark them as
“Preliminary Copies.” Refer to Rule 14a-6(e)(1).

RESPONSE: In response to the Staff’s comment, the Company has revised page 1 of the Proxy Statement
and the form of proxy to clearly mark them as “Preliminary Copies.”

What happens if I submit a proxy card without giving specific voting instructions?

    Securities and Exchange Commission

    December 21, 2005

    Page 2

    2.

    Please clarify the items for which brokers or nominees will not be permitted to
exercise voting discretion.

RESPONSE: In response to the Staff’s comment, the Company has added disclosure on page 3 of the
Proxy Statement delineating the specific matters for which brokers or nominees will not be
permitted to exercise voting discretion.

Proposal 1 — Election of Directors, page 5

    3.

    We note your statement that you have not nominated Mr. Kornstein for election
“due in part to the concern given the relationship of Mr. Kornstein to Liberation
and Mr. Burdick’s relationship to Pardus, that the interests of all shareholders and
not just a particular constituency or constituencies are better served by a slate
which includes Mr. Langshur in lieu of Mr. Kornstein.” Your disclosure implies
that there is some relationship between Pardus and Liberation. Support for
opinions or beliefs should be self-evident, disclosed in your materials or provided to
the staff on a supplemental basis, with a view toward disclosure, by submitting
material that has been annotated with support for each of the assertions made.

RESPONSE: The Company believes that Pardus and Liberation have a relationship and that such
relationship is acknowledged in Appendix A to Liberation’s amended preliminary proxy filed with
the SEC on December 14, 2005 which states that “Don R. Kornstein, one of Pardus’ director
nominees, was suggested as a possible candidate by Mr. Pearlman.” Therefore, and in response to
the Staff’s comment, the Company has included such disclosure on p. 4 of the Proxy Statement.

In addition, further evidence in support of a relationship between Pardus and Liberation is
included in Paragraphs 36-39 in the complaint filed by the Company against Liberation in federal
court in the State of Delaware on December 5, 2005, a copy of which was filed as Exhibit 99.3 to
the Company’s additional definitive proxy materials filed on December 7, 2005. See Exhibit A
attached hereto.

Other Business, page 41

    Liberation Proposal, page 41

    4.

    We note your statement that Liberation has “made unsubstantiated claims to the
press and in Securities and Exchange Commission filings all of which appear to be
designed primarily to disrupt and distract Bally management from focusing on
executing the Company’s new business plan and enhancing value for all
stockholders.” Please note that each statement or assertion of opinion or belief must
be clearly characterized as such, and a reasonable basis must exist for each such
opinion or belief. Support for opinions or beliefs should be self-evident, disclosed in
the proxy statement or provided to the staff on a supplement basis. While we
recognize you have prefaced this particular assertion as a belief, please revise to
explain why you believe that the “facts” support your belief that Liberation’s efforts

    Securities and Exchange Commission

    December 21, 2005

    Page 3

    are “designed primarily” designed to prevent management from “enhancing value for
all shareholders.” Further, please explain the basis for your statement that Liberation has
made “unsubstantiated claims” to the press and in public filings.

RESPONSE: In response to the Staff’s comment, the Company has revised its statement to make
clear that Liberation has initiated repeated demands, inquiries, proposals, lawsuits and threats
of lawsuits and made numerous claims. In support of such statement, the Company supplementally
advises the Staff that since the beginning of 2004, Mr. Pearlman has submitted five proposals for
stockholder consideration over two meetings, written and published 11 letters to the Board of
Directors and has filed three separate lawsuits against the Company (each immediately published
via 13D or 14A amendment), including a Section 220 requests for stockholder list and books and
records, to which the Court granted initial access to no more than the very same materials the
Company offered to Mr. Pearlman when he first requested such materials from the Company. See
Exhibit B attached hereto.

Mr. Pearlman’s “unsubstantiated claims” include outright falsehoods, such as:

    •

    “Through a significantly depressed stock price, the market has been sending a
clear, strong message for some time now that Bally is not heading in the right
direction. Last week’s announcements only serve to confirm this perception of Bally,
We believe that the majority of Bally’s stakeholders concur with our views regarding
the need to change leadership at the Company, as we have heard from many stockholders
and bondholders that they have lost confidence in the existing senior management.”
Exhibit 11 to Liberation 13D/A filed on July 19, 2005.

           Compare to his testimony under oath in connection with the Section 220 proceeding he
brought in which he evaded and then confirmed there was no such broad-based support for changing
management:

    •

    Q: Have other shareholders expressed a view to you that Mr. Toback
should be removed?

    •

    A: I think I have expressed that there is some who have expressed a
lot of displeasure with him. I take that—I interpret that to mean if I
sat in a room and asked, they would probably say, yes, they would like
him removed.

    •

    Q: But nobody specifically told you that they wanted him removed?

    •

    A: There is that one person but I don’t remember who made the comment.
Something to the effect if they remove him, the stock price would
double. So I took that to mean that they would probably be in favor of
removing him.

    •

    Q: But you don’t remember who told you?

    •

    A: I don’t remember who told me.

    5.

    We note your statement that “Mr. Toback has been doing an outstanding job as the Company’s
chief executive officer.” Please note that each statement or assertion of opinion or belief
must be clearly characterized as such, and a reasonable basis must exist for each such opinion
or belief.

    Securities and Exchange Commission

    December 21, 2005

    Page 4

     RESPONSE: In response to the Staff’s comment, the Company has revised the statement on
p. 41 and included a reference to the increase in net profit for the first nine months of 2005,
compared to loses in 2003 and 2004, as the basis for now stating that Mr. Toback has “steered the
Company back on the right track.”

    6.

    Avoid issuing statements in your soliciting materials that directly or indirectly
impugn the character, integrity or personal reputation or make charges of illegal,
improper or immoral conduct without factual foundation. Disclose the factual
foundation for such assertions or delete the statements in future solicitations. In this
regard, note that the factual foundation for such assertions must be reasonable.
Refer to Rule 14a-9. For example, we note your statement “[a]side from the
illegality. ” on page 42 and your statement that “many of the accounting issues
facing the Company today arose when Mr. Pearlman was the special financial
consultant to Bally’s former chief executive officer.”

        RESPONSE: In response to the Staff’s comment regarding the statement “[a]side from the
illegality,” we have revised the language in the proxy to make clear that such statement is the
Company’s opinion and to reference support for such belief. Specifically, this statement now
references the lawsuit filed by the Company in federal court in Delaware alleging that the
Liberation proposals to amend the Company’s bylaws are illegal. Under Section 141(a) of Delaware
General Corporate Law and the Company’s Certificate of Incorporation, “the business affairs of the
Corporation shall be managed by or under the direction of the Board of Directors” and that “the
Board of Directors shall have the power to make, adopt, amend, change or repeal the Bylaws of the
Corporation by resolution adopted by the affirmative vote of a majority of the entire Board of
Directors.” Further, in an recent article regarding Liberation’s proposals, Executive Vice
President Patrick McGurn of shareholder advisory firm Institutional Shareholder Services states,
“the primary role of the board of directors is to monitor, select or replace the senior
management.” If shareholders have that power, he said, it “begs the question, ‘What are boards
for?’” See “Bally Fitness Case Illuminates Issue of Holder Democracy,” by Antonie Boessenkool,
December 20, 2005, attached hereto as Exhibit C. We believe that factual foundation provided for
this opinion is reasonable.

In response to the Staff’s comment regarding the statement “many of the accounting issues facing
the Company today arose when Mr. Pearlman was the special financial consultant to Sally’s former
chief executive officer,” the Company has revised this statement to clarify its assertions and to
provide support therefor. The proxy statement now discloses that Mr. Pearlman served as a
financial advisor in two of the transactions which gave rise to accounting issues relating to the
impairment of goodwill: the acquisition of Crunch Fitness Centers and the acquisition of Sports
Club of Canada. We believe that the factual foundation provided for this opinion is reasonable.

Expense of Solicitation, page 43

    7.

    We remind you that all written soliciting materials, including any scripts to be used
in soliciting proxies over the telephone,
e-mail correspondence and information

    Securities and Exchange Commission

    December 21, 2005

    Page 5

    posted on the Internet must be filed under the cover of Schedule 14A. Refer to Rule
14a-6(b) and (c). Please confirm your understanding.

RESPONSE: The Company confirms its understanding that all written soliciting materials,
including any scripts to be used in soliciting proxies over the telephone, e-mail correspondence
and information posted on the Internet must be filed under the cover of Schedule 14A.

Preliminary Proxy Card

    8.

    Please expand your description of the Pardus proposal. Refer to Rule 14a-4(a)(3).

RESPONSE: In response to the Staff’s comment, we have revised the proxy card to more fully
describe the Pardus proposal in accordance with Rule 14a-4(a)(3).

    9.

    Please advise us how the form of proxy with respect to Proposal 1 complies with
Rule 14a-4(b)(2), or revise the form of proxy to fully comply with this provision.

RESPONSE: In response to the Staff’s comment, we have revised the form of proxy to fully
comply with Rule 14a-4(b)(2) by including the following language: INSTRUCTION: To withhold
authority to vote for any individual nominee, mark the “FOR ALL EXCEPT” box and write the name(s)
of the nominee(s) you do not support on the line below. Your shares will be voted for the
remaining nominee(s).

DEFA
14A filed December 7, 2005

    Exhibit 99.1

    10.

    Please note that each statement or assertion of opinion or belief must be clearly
characterized as such, and a reasonable basis must exist for each such opinion or
belief. Support for opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to the staff on a supplement basis. You must have a
reasonable basis for all statement in your document, even those quoted from other
sources. Provide the basis for these statement as it appears they are allegation in a
complaint which have not been proven.

        RESPONSE: Exhibit 99.1 is a press release summarizing the allegations of a complaint
filed by Bally in Federal court. The complaint is subject to Rule 11 of the Federal Rules of Civil
Procedure, which impose sanctions for, among other actions, filing a complaint (i) for “any
improper purpose, such as to harass or to cause unnecessary delay or needless increase in the cost
of litigation” or (ii) “which the allegations and other factual contentions [do not] have
evidentiary support or, if specifically so identified, are [not] likely to have evidentiary support
after a reasonable opportunity for further investigation or discovery.” The text of the complaint,
together with the exhibits, contain the reasonable basis for the statements in the press release.
It should be noted that Liberation amended its preliminary proxy materials in response to
allegations in the complaint.

    Securities and Exchange Commission

    December 21, 2005

    Page 6

    11.

    In addition, we note your statement that the lawsuit “seeks to, among other things,
enjoin Liberation from continuing to disseminate false and misleading information in direct
violation of the federal securities laws, including applicable proxy laws.” Avoid issuing
statements in your proxy statement that directly or indirectly impugn character, integrity or
personal reputation or make charges of illegal, improper or immoral conduct without factual
foundation. Disclose the factual foundation for such assertions or delete the statements.
Support for opinions or beliefs should be self-evident, disclosed in your materials or
provided to the staff on a supplemental basis.

          RESPONSE: As indicated above, the allegations made in the complaint are required to have
evidentiary support or be likely to have evidentiary support upon further investigation. The text
of the complaint, together with the exhibits, contain the factual foundation for the statements in
the press release.

DEFA
14A filed December 8, 2005

    12.

    We note your statement that “finally ending an 18-month quiet period brought on
by the need to correct errors and issues caused by you and your partner, former
CEO Lee Hillman.” Avoid issuing statements in your proxy statement that directly
or indirectly impugn character, integrity or personal reputation or