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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1. Name and Address of Reporting Person *   KAPLAN BETH J 2. Date of Event Requiring Statement (Month/Day/Year) 03/31/2011 3. Issuer Name and Ticker or Trading Symbol GNC ACQUISITION HOLDINGS INC. [GNC] (Last) (First) (Middle) GNC HOLDINGS, INC., 300 SIXTH AVENUE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CMMO 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") 318,693 (1) I By Axcel Partners III, LLC ("Axcel Partners") (1) Series A preferred stock, par value $0.001 128,861 (1) I By Axcel Partners (1)

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)	  (2)	01/02/2018	Common Stock	875,000 (2)	$ 6.93	D	Â
Stock Option (right to buy) (3)	  (3)	01/02/2018	Common Stock	875,000 (3)	$ 10.39	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KAPLAN BETH J GNC HOLDINGS, INC. 300 SIXTH AVENUE PITTSBURGH, PA 15222	  X	Â	  President and CMMO	Â

Signatures

/s/ Gerald J. Stubenhofer, Jr., by power of attorney		03/31/2011
**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)	Ms. Kaplan is a member of Axcel Managers LLC, the managing member of Axcel Partners, and of SK Limited Partnership, a member of Axcel Partners. Ms. Kaplan disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this Form 3 shall not be deemed an admission that Ms. Kaplan is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
(2)	Ms. Kaplan was granted an option to purchase 875,000 shares of Common Stock at the grant price of $6.93 per share on January 2, 2008, of which 612,500 shares are currently vested and exercisable, with the remaining 262,500 shares vesting on January 2, 2012.
(3)	Ms. Kaplan was granted an option to purchase 875,000 shares of Common Stock at the grant price of $10.39 per share on January 2, 2008, of which 612,500 shares are currently vested and exercisable, with the remaining 262,500 shares vesting on January 2, 2012.
  Remarks: Exhibit 24 - Power of Attorney

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